SF-3/A

As filed with the Securities and Exchange Commission on March 24, 2016

Registration No. 333-208825

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

AMENDMENT NO. 2 TO

FORM SF-3

REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933

Harley-Davidson Customer Funding Corp.

(Depositor)

(Exact name of Registrant as Specified in its Charter)

Nevada	6189	36-4396302
(State or other jurisdiction of incorporation or organization)	(Primary Standard Industrial Classification Code Number)	(I.R.S. Employer Identification No.)

3850 Arrowhead Drive
Carson City, Nevada 89706
(775) 886-3000
(Address, including zip code, and telephone number, including area code, of principal executive offices of Registrant) William S. Jue
Harley-Davidson Credit Corp.
222 West Adams Street, Suite 2000
Chicago, Illinois 60606
(312) 368-9501
(Name, address, including zip code, and telephone number,
including area code, of agent for service)

With A Copy To:

Patrick G. Quick

David B. Ryan

Jessica S. Lochmann

Foley & Lardner LLP

777 East Wisconsin Avenue

Milwaukee, Wisconsin  53202

(414) 271-2400

Approximate Date of Commencement of Proposed Sale to the Public: from time to time after the effective date of this Registration Statement as determined in light of market conditions.

If any of the securities being registered on this Form SF-3 are to be offered pursuant to Rule 415 under the Securities Act of 1933, as amended (the “Securities Act”), check the following box. x

If this Form SF-3 is filed to register additional securities for an offering pursuant to Rule 462(b) under the Securities Act, please check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering. o

If this Form SF-3 is a post-effective amendment filed pursuant to Rule 462(c) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering. o

CALCULATION OF REGISTRATION FEE

Title of Each Class of Securities to be Registered	Amount to be Registered	Proposed Maximum Offering Price Per Unit	Proposed Maximum Aggregate Offering Price	Amount of Registration Fee
Asset Backed Notes	(1)(2)	(1)(2)	(1)(2)	(1)(2)
Underlying Certificates (3)	(4)	(4)	(4)	(4)

(1)   $600,000,000 of securities registered on the Registrant’s Registration Statement No. 333-202655 filed on March 11, 2015 remain unsold (the “Unsold Securities”).  Pursuant to Rule 457(p) under the Securities Act, a  registration fee in the amount of $127,820 paid in connection with the registration of the Unsold Securities is carried forward and applied against the first $127,820 of registration fees applicable to the securities registered hereunder, if and when such filing fees become due.

(2)   An unspecified additional amount of Securities of each identified class is being registered as may from time to time be offered at unspecified prices.  The Registrant is deferring payment of all of the registration fees for such additional Securities in accordance with Rules 456(c) and 457(s) of the Securities Act.

(3)   Each underlying certificate (each, an “Underlying Certificate”) will be issued by a grantor trust formed by the Registrant and held by the applicable issuing entity.  The Underlying Certificates are not being offered to investors hereunder.

(4)   Not applicable.

The Registrant hereby amends this Registration Statement on such date or dates as may be necessary to delay its effective date until the Registrant shall file a further amendment which specifically states that this Registration Statement shall thereafter become effective in accordance with Section 8(a) of the Securities Act of 1933 or until the Registration Statement shall become effective on such date as the Commission, acting pursuant to said Section 8(a), may determine.

The information contained in this prospectus is subject to completion or amendment. This prospectus shall not constitute an offer to sell or the solicitation of an offer to buy nor shall there be any sale of the notes in any jurisdiction in which the offer, solicitation or sale would be unlawful prior to registration or qualification under the securities laws of such jurisdiction.

SUBJECT TO COMPLETION, DATED [             ]. 20[  ]

PROSPECTUS

Harley-Davidson Motorcycle Trust [          ]

Issuing Entity
(CIK:                          )

$[               ] Motorcycle Contract Backed Notes

Harley-Davidson Customer Funding Corp.

Depositor
(CIK: 0001114926)

Harley-Davidson Credit Corp.

Seller, Servicer and Sponsor
(CIK: 0001033232)

The notes will represent obligations of Harley-Davidson Motorcycle Trust [               ] only, and will not represent obligations of or interests in Harley-Davidson Financial Services, Inc., Harley-Davidson Credit Corp., Harley-Davidson Customer Funding Corp., Harley-Davidson, Inc. or any of their respective affiliates.  The notes are [motorcycle contract backed notes] issued by the issuing entity [and are secured by a certificate representing the entire beneficial ownership in Harley-Davidson Motorcycle Grantor Trust [      ], the assets of which include a single pool of fixed rate, simple interest, promissory notes and security agreements or retail installment sale contracts relating to the purchase of new or used motorcycles].  Payments on the notes will be made monthly on the 15th day of each month or, if the 15th is not a business day, on the business day immediately following the 15th.  The first payment date is [                    ].  [The assets securing the notes are fixed rate, simple interest, promissory notes and security agreements or retail installment sale contracts relating to the purchase of new or used motorcycles].

Consider carefully the risk factors beginning on page 23 in this prospectus.

The issuing entity will issue the classes of notes described below:

Principal Amount

Interest Rate

Final Scheduled Payment Date

Price to Public

Underwriting Discount

Proceeds to Depositor

Class A-1 Notes

$

[   ]

[   ]

%

[         ]

[   ]

%

[   ]

%

[   ]

%

Class A-2[a] Notes

$

[   ]

[   ]

%

[         ]

[   ]

%

[   ]

%

[   ]

%

[Class A-2b Notes

$

[   ]

[   ]

%

[         ]

[   ]

%

[   ]

%

[   ]

%]

Class A-3 Notes

$

[   ]

[   ]

%

[         ]

[   ]

%

[   ]

%

[   ]

%

Class A-4 Notes

$

[   ]

[   ]

%

[         ]

[   ]

%

[   ]

%

[   ]

%

Class B Notes

$

[   ]

[   ]

%

[         ]

[   ]

%

[   ]

%

[   ]

%

Class C Notes

$

[   ]

[   ]

%

[         ]

[   ]

%

[   ]

%

[   ]

%

Class D Notes

$

[   ]

[   ]

%

[         ]

[   ]

%

[   ]

%

[   ]

%

Total

$

[   ]

$

[         ]

$

[   ]

$

[   ]

The interest rate for each class of notes will be a fixed rate, a floating rate or a combination of a fixed rate and floating rate if that class has both a fixed rate tranche and a floating rate tranche.  [If the interest rate is a floating rate, the rate will be based on one-month LIBOR. Further disclosure as to calculation of interest rates is included in the “Summary of Terms” contained in this prospectus.  If the issuing entity issues any floating rate notes, it may enter into a corresponding interest rate swap with respect to each class or tranche of floating rate notes with [         ] as the swap counterparty.]

Credit Enhancement:

·Overcollateralization.

·[Yield supplement overcollateralization amount]

·Reserve fund.

·[Risk retention reserve account.]

·Subordination of the Class B notes, the Class C notes and the Class D notes to the Class A notes, subordination of the Class C notes and the Class D notes to the Class B notes and subordination of the Class D notes to the Class C notes as described in this prospectus.

·Excess cashflow.

Neither the Securities and Exchange Commission nor any state securities commission has approved or disapproved of these notes or determined if this prospectus is truthful or complete.  Any representation to the contrary is a criminal offense.

[Underwriters]

Prospectus dated  [                       ]

[CALCULATION OF REGISTRATION FEE

Title of Each Class of Securities to be Registered	Amount to be Registered		Proposed Maximum Offering Price Per Unit(1)		Proposed Maximum Aggregate Offering Price(1)		Amount of Registration Fee(2)
Asset Backed Notes	$		100	%	$		$
[Underlying Certificate]		(3)		(3)		(3)		(3)]

(1)   Estimated solely for the purpose of calculating the registration fee.

(2)   Calculated according to Rule 457(s) of the Securities Act of 1933.

[(3)  Not applicable.]]

TABLE OF CONTENTS

Regarding this prospectus	v
Summary of Transaction Structure and Flow of Funds	vi
Flow of Funds	viii
Summary of Terms	1
Risk Factors	23
The Issuing Entity	44
General	44
Capitalization	47
[The Underlying Trust]	48
General	48
The Depositor	50
The Sponsor, Seller, Servicer and Administrator	50
General	50
[Credit Risk Retention	52
Origination	57
Originations through Eaglemark Savings Bank	58
Originations directly through motorcycle dealers	59
Underwriting	59
Electronic Contracting	61
Individual Motorcycle Insurance	62
[Additional Servicers][and][Back-up Servicer]	62
Servicing and Collections	62
The Trustees	64
Owner Trustee	64
[Underlying Trustee]	64
Indenture Trustee	65
Asset Representations Reviewer	67
The [Swap][Cap] Counterparty	68
Affiliations and Certain Relationships and Transactions	68
The Contracts	70
Harley-Davidson® Motorcycles	70
Other Manufacturers	70
Criteria for Selecting the Contracts	70
Characteristics of the Contracts	71
Contract Review Information	80
Representations, Repurchase and Asset Representations Review	81

i

Representations Regarding Contracts	81
Obligations to Repurchase Contracts	82
Asset Representations Review	82
Delinquency Trigger	83
Voting Trigger	83
Asset Representations Review Process	83
Review Report	84
Dispute Resolution for Repurchase Requests	84
[Asset Level Information	85
Delinquency and Loan Loss Information	85
Static Pool Information	87
Asset Repurchase Information	88
Yield and Prepayment Considerations	89
Weighted Average Lives of the Notes	89
Description of the Notes and the Indenture	98
General	98
Interest	98
[Calculation of Floating Rate Interest	99
Principal	100
Optional Redemption	102
Voting Rights	102
Notices	103
The Indenture	103
Modification of Indenture Without Noteholder Consent	103
Modification of Indenture With Noteholder Consent	104
Events of Default; Rights Upon Event of Default	104
Covenants	106
Annual Compliance Statement	107
Indenture Trustee’s Annual Report	107
Satisfaction and Discharge of Indenture	108
The Accounts	108
General	108
The Collection Account	108
The Reserve Fund	109
[The Risk Retention Reserve Account]	109
The Distribution Account	109
Credit Enhancement	109
Excess Cashflow	109
Subordination	110
Overcollateralization	110
Yield Supplement Overcollateralization Amount	110
The Reserve Fund	110
[Interest Rate [Swap][Cap]	111
Certain Information Regarding the Notes	114
Noteholder Communication	114
Book-Entry Registration	114
Issuance of Definitive Notes	117
Use of Proceeds	117

ii

Payments to the Noteholders	118
Determination of Outstanding Principal Balances	118
Available Amounts	118
Fees and Expenses	119
Servicing Compensation and Reimbursement of Servicer Advances	119
Distributions	120
Description of the Certificate[s]	124
Description of the Transfer and Servicing Agreements	124
Sale and Assignment of Contracts by Seller	125
Transfer of Contracts by the Depositor	125
Conveyance of Contracts	126
Representations and Warranties Made by the Seller and the Depositor	126
Collection Account	127
Servicing	128
Evidence as to Compliance	129
Servicer Default	130
Rights upon Servicer Default	131
Certain Matters Regarding the Servicer	131
Statements to Trustees and the Trust	132
Statements to Noteholders	132
Collections	133
Advances	133
Net Deposits	133
List of Noteholders	133
Payment of Notes	134
Amendments	134
Termination	134
Administration Agreement	135
Description of the Trust Agreement	135
Authority and Duties of the Owner Trustee	135
Restrictions on Actions by the Owner Trustee	136
Restrictions on Powers of the Certificateholder[s]	137
Termination	137
Supplements and Amendments	137
[Description of the Underlying Trust Agreement]	138
[Authority and Duties of the Underlying Trustee]	138
Restrictions on Actions by the Underlying Trustee	139
Restrictions on Certificateholders’ Powers	140
Termination	140
Supplements and Amendments	141
Legal Aspects of the Contracts	142
General	142
Security Interests	142
General	142
Perfection	142
Continuity of Perfection	143

iii

Priority of Liens Arising by Operation of Law	144
Repossession	144
Notice of Sale; Redemption Rights	144
Deficiency Judgments and Excess Proceeds	145
Certain Bankruptcy Considerations	145
Bank Insolvency	146
Dodd-Frank Act Orderly Liquidation Authority Provisions	147
Consumer Protection Laws	148
Consumer Financial Protection Bureau	149
Other Considerations	150
Material United States Federal Income Tax Consequences	150
Classification of the Notes as Indebtedness; Tax Characterization of Issuing Entity	151
U.S. Holders	153
Stated interest	153
Original issue discount	153
Amortizable bond premium	156
Market discount	156
Election to Treat All Interest as OID	157
Disposition of Notes	157
Unearned Income Medicare Contribution Tax	157
Backup withholding and information reporting	157
Non-U.S. Holders	158
Interest and gains upon disposition	158
Backup withholding and information reporting	159
Foreign Account Tax Compliance	159
Estate tax consequences	160
ERISA and Related Considerations	160
General	160
Fiduciary Considerations	160
Plan Asset Issues	161
Ratings of the Notes	162
Plan of Distribution	162
Underwriting	162
General	162
EEA Selling Restrictions	164
United Kingdom Selling Restrictions	164
EU Risk Retention Requirements	165
Legal Matters	165
Reports to Noteholders	165
Where You Can Find More Information	166

iv

Regarding this prospectus

References to “we”, “our” and “us” refer to Harley-Davidson Customer Funding Corp.

We include cross-references in this prospectus to captions in these materials where you can find further related discussions.  The Table of Contents of this prospectus provides pages on which these captions are located.

Certain matters discussed by us in this prospectus are “forward-looking statements”, or a projection of what we think will happen in the future.  These forward-looking statements can generally be identified as such by reference to this note or because the context of the statement will include words such as we “believe”, “anticipate”, “expect”, “plan”, or “estimate” or words of similar meaning.  Similarly, statements that describe future plans, objectives, outlooks, targets, guidance or goals are also forward-looking statements.  Such forward-looking statements are subject to certain risks and uncertainties that could cause actual results to differ materially from those anticipated as of the date of this prospectus.  Certain of such risks and uncertainties are described in close proximity to such statements or elsewhere in this prospectus, including under the caption “Risk Factors” in this prospectus.  You are urged to consider these factors in evaluating the forward-looking statements and cautioned not to place undue reliance on such forward-looking statements.  The forward-looking statements included in this prospectus are made only as of the date of this prospectus and we disclaim any obligation to publicly update such forward-looking statements to reflect subsequent events or circumstances, including changes in economic conditions, portfolio or asset pool performance or other circumstances or developments that may arise after the date of this prospectus, other than as required by law.

If you have received a copy of this prospectus in an electronic format, and if the legal prospectus delivery period has not expired, you may obtain a paper copy of this prospectus from Harley-Davidson Credit Corp. or any of the underwriters by asking any of them for it.

v

Summary of Transaction Structure and Flow of Funds

This structural summary briefly describes certain major structural components, the relationships among the parties, the flow of proceeds from the issuance of the notes and certain other material features of the transaction. This structural summary does not contain all of the information that you need to consider in making your investment decision. You should carefully read this entire prospectus to understand all the terms of this offering.

[The following description and chart will be utilized if no underlying trust is included in an issuance]

Harley-Davidson Customer Funding Corp., the depositor, will purchase from Harley-Davidson Credit Corp. a pool of motorcycle promissory notes and security agreements or retail installment sale contracts purchased by Harley-Davidson Credit Corp. from Eaglemark Savings Bank and, to a limited extent, from certain Harley-Davidson® motorcycle dealers.  Harley-Davidson Customer Funding Corp. then will sell the contracts to Harley-Davidson Motorcycle Trust [      ].  The following chart illustrates the use of proceeds from investors by the issuing entity and the depositor to purchase the contracts.

vi

[The following description and chart will be utilized if an underlying trust is included in an issuance]

Harley-Davidson Customer Funding Corp., the depositor, will purchase from Harley-Davidson Credit Corp. a pool of motorcycle promissory notes and security agreements or retail installment sale contracts purchased by Harley-Davidson Credit Corp. from Eaglemark Savings Bank and, to a limited extent, from certain Harley-Davidson® motorcycle dealers.  Harley-Davidson Customer Funding Corp. then will sell the contracts to Harley-Davidson Motorcycle Grantor Trust [      ].  Harley-Davidson-Motorcycle Trust [        ] will, in exchange for the proceeds on the issued notes, receive a certificate evidencing a 100% interest in Harley-Davidson Motorcycle Grantor Trust [        ].  The following chart illustrates the use of proceeds from investors by the issuing entity, the underlying trust and the depositor to purchase the contracts.

vii

Flow of Funds

On each payment date prior to any acceleration of the notes, the issuing entity will apply collections on the contracts received during the prior calendar month [and distributed by the underlying trust], servicer advances, any net swap payment received under an interest rate swap agreement and, with respect to payments of principal of and interest on the notes in respect of certain amounts payable under the interest rate swap agreement, funds transferred from the reserve fund [and the risk retention reserve account], together with certain other amounts received by the issuing entity (see “Payments to the Noteholders—Available Amounts” for a further description of amounts available to make payments on the notes) to make the following payments in the following order of priority:

Reimbursement of servicer advances, to the servicer[, except that available funds from the risk retention

reserve account may not be used for this purpose as long as the servicer is an affiliate of HDCC]

â

The servicing fee, to the servicer[, except that available funds from the risk retention reserve account

may not be used for this purpose as long as the servicer is an affiliate of HDCC]

â

The indenture trustee fee, to the indenture trustee

â

The asset representations reviewer fees, expenses and indemnity amounts, to the extent not already paid by the administrator on behalf of the issuing entity, to the asset representations reviewer

â

Any net swap payment payable by the issuing entity to the swap counterparty

â

Pro rata (1) interest due on the Class A notes, to the Class A noteholders and

(2) any unpaid senior swap termination payment, to the swap counterparty

â

First priority principal distributable amount, sequentially to the holders of the Class A notes

â

Interest due on the Class B notes, to the Class B noteholders

â

Second priority principal distributable amount, sequentially to the holders of the Class A notes and Class B notes

â

Interest due on the Class C notes, to the Class C noteholders

â

Third priority principal distributable amount, sequentially to the holders of the Class A notes, Class B notes and Class C notes

â

Interest due on the Class D notes, to the Class D noteholders

â

Noteholders’ regular principal distributable amount, sequentially to the holders of the Class A notes, the Class B notes, the Class C notes and the Class D notes

â

To the reserve fund, the amount, if any, needed to fund the reserve fund to the required amount

â

Any asset representations reviewer fees, expenses and indemnity amounts due but not paid above, to the asset representations reviewer

â

Any unpaid subordinated swap termination payment, to the swap counterparty

â

Any remaining funds, to the certificateholder[s] under the trust agreement

* This flow chart provides only a simplified overview of the monthly flow of funds prior to any acceleration of the notes.  The priority of payments of principal of and interest on the notes will be different after acceleration of the notes following an event of default.  [See “Payments to the Noteholders—Distributions” in this prospectus for a more detailed description.]

viii

Summary of Terms

This summary highlights selected information from this prospectus and does not contain all the information that you should consider in making an investment decision.  To understand all of the terms of the offering of the offered notes, you should read this entire prospectus before making an investment decision. In addition, you may wish to read the documents governing the transfers and servicing of the contracts, the formation of the issuing entity and the issuance of the notes.  Forms of these documents have been filed as exhibits to the registration statement, and final versions of these documents will be filed with the Securities and Exchange Commission following the issuance of the notes.

There are material risks associated with an investment in the notes.  See “Risk Factors” in this prospectus for a discussion of factors you should consider before investing in the offered notes.

The Issuing Entity or the Trust	Harley-Davidson Motorcycle Trust [          ], a Delaware statutory trust.
Seller, Servicer, Sponsor and Administrator	Harley-Davidson Credit Corp., a wholly-owned subsidiary of Harley-Davidson Financial Services, Inc. (“HDCC”).
Depositor	Harley-Davidson Customer Funding Corp., a wholly-owned, limited-purpose subsidiary of Harley-Davidson Credit Corp.  The depositor or one of its affiliates will be the initial holder of the certificate issued by the issuing entity.
Originators	Eaglemark Savings Bank, a Nevada thrift and wholly-owned subsidiary of Harley-Davidson Credit Corp., and, to a limited extent, certain motorcycle dealers have originated the contracts in accordance with the underwriting standards approved by Harley-Davidson Credit Corp. under agreements governing the assignment of contracts to the seller.  The seller will acquire the contracts from Eaglemark Savings Bank and certain motorcycle dealers in the ordinary course of its business pursuant to those agreements.
Asset Representations Reviewer	[                        ], a [                        ].  The asset representations reviewer is not and will not be affiliated with any of HDCC, the issuing entity, the depositor, the indenture trustee, the owner trustee[, the underlying trustee] or any of their respective affiliates, and has not been, and is not affiliated with any party that has been, hired by HDCC or any underwriter to perform pre-closing due diligence work on the receivables.
Owner Trustee	[                        ], a [                        ] banking [                        ]
Indenture Trustee	[                        ], a [                        ] banking [                        ].  The indenture trustee will also act as paying agent under the indenture and the trust agreement.
[Underlying Trust	Harley-Davidson Motorcycle Grantor Trust [             ].  ]
[Underlying Trustee	[                        ], a [                        ] banking [                        ]   ]

1

[Statistical Cutoff Date	[                        ] is the date used in preparing the statistical information regarding a statistical pool of contracts presented in this prospectus.  As of that date, the aggregate outstanding principal balance of the statistical pool of contracts was $[                        ].  The actual pool of contracts transferred to the [issuing entity][underlying trust] will be selected from the statistical pool of contracts and will have an aggregate outstanding principal balance of not less than $[                      ] as of the cutoff date.  It is not expected that the balance of the actual pool of contracts as of the cutoff date will be significantly more than that amount.  See “Prospectus Summary — Overcollateralization”.]
Cutoff date	On or about [                        ].
Closing Date	On or about [                        ].
Terms of the Notes	The issuing entity will issue the following classes of notes having the principal terms described below:
	Class	Aggregate Initial Principal Amount		Interest Rate
	Class A-1	$	[     ]	[     ]	%
	Class A-2[a]	$	[     ]	[     ]	%
	[Class A-2b	$	[     ]	LIBOR + [     ]	%]
	Class A-3	$	[     ]	[     ]	%
	Class A-4	$	[     ]	[     ]	%
	Class B	$	[     ]	[     ]	%
	Class C	$	[     ]	[     ]	%
	Class D	$	[     ]	[     ]	%
	[The Class [     ] notes are being offered by this prospectus in minimum denominations of $1,000.  We sometimes refer to the Class [      ] notes as the “offered notes.”  [We sometimes refer to the Class A-2a notes and the Class A-2b notes as the “Class A-2 notes.”  The Class A-2a notes rank pari passu with the Class A-2b notes.] The Class [      ] notes are not being offered for sale pursuant to this prospectus.  The Class [      ] notes will not be sold to the underwriters, but will be acquired by the depositor and/or sold to one or more affiliates of the depositor.  The depositor or any such affiliate will have the right to sell all or a portion of those acquired notes at any time.] The interest rate for each class of notes will be a fixed rate or a floating rate.  We refer in this prospectus to notes that bear interest at a floating rate as “floating rate notes” and to notes that bear interest at a fixed rate as “fixed rate notes” . The notes represent indebtedness of the issuing entity secured by the assets of the issuing entity.

2

Terms of the Certificates	[If there is no underlying trust in place with respect to an issuance:] [The trust will also issue a certificate representing the residual interest in the issuing entity.  The certificate is not being offered by this prospectus and is initially being issued to the depositor or one of its affiliates.  [The depositor or such affiliate will have the right to sell all or a portion of the certificate at any time[, subject to certain restrictions as discussed under “The Sponsor, Seller, Servicer and Administrator—Credit Risk Retention.”][.]] [If there is an underlying trust in place with respect to an issuance:] [The trust will also issue certificates representing the residual interest in the issuing entity.  The certificates are not being offered by this prospectus and will be sold to investors in one or more negotiated transactions or otherwise at varying prices to be determined at the time of sale.  Such investors will have the right to sell all or a portion of the certificates at any time, subject to certain restrictions.]
	The certificate[s] will not have a principal balance and will not bear interest.  The [certificate represents][certificates represent] the right to receive excess amounts not needed on any payment date to pay the servicing, indenture trustee and asset representations reviewer fees, to make required payments on the notes[, to make payments under the interest rate [swap][cap] agreement,] or to make deposits into the reserve fund.
	Any information in this prospectus regarding the certificate[s] is intended only to give you a better understanding of the notes.
Payment Dates	The issuing entity will pay principal of and interest on the notes on the 15th day of each month or, if that day is not a business day, the next business day.  The first payment date is [                  ].
Record Dates	The business day immediately preceding the payment date.
Interest	Interest Periods: Interest on the notes will accrue in the following manner:
	The issuing entity will pay interest on the Class A-1 notes and on the floating rate notes on each payment date based on the actual days elapsed during the period for which interest is payable and a 360-day year.  The issuing entity will pay interest on the remaining classes of notes on each payment date based on a 360-day year consisting of twelve 30-day months.

3

	Interest on the Class A-1 notes and the floating rate notes will accrue at the interest rate for the related class during the period from and including the prior payment date (or, in the case of the initial payment date, from and including the closing date) to but excluding the current payment date, and interest on the remaining classes of notes will accrue at the interest rate for the related class during the period from and including the 15th day of the prior month (or, in the case of the initial payment date, from and including the closing date) to but excluding the 15th day of the current month. The first interest period for the Class A-1 notes and the floating rate notes will begin on and include the closing date and end on and exclude [                     ].  The first interest period for the remaining classes of notes will begin on and include the closing date and end on and exclude [                     ].
	Payment of Interest: On each payment date the issuing entity will pay interest on the notes using available collections and other amounts. Interest payments on each class of Class A notes will have the same priority.  Interest payments on the Class B notes, the Class C notes and the Class D notes will be subordinated to interest payments on the Class A notes.  Interest payments on the Class C notes and the Class D notes will be subordinated to interest payments on the Class A notes and the Class B notes.  Interest payments on the Class D notes will be subordinated to interest payments on the Class A notes, the Class B notes and the Class C notes.  The issuing entity will make interest payments on the Class B notes after paying interest on the Class A notes and, in certain circumstances, principal of the Class A notes.  The issuing entity will make interest payments on the Class C notes after paying interest on the Class A notes and Class B notes and, in certain circumstances, principal of the Class A notes and Class B notes.  The issuing entity will make interest payments on the Class D notes after paying interest on the Class A notes, the Class B notes, and the Class C notes and, in certain circumstances, principal of the Class A notes, the Class B notes and the Class C notes. See “Payments to the Noteholders—Distributions” and “Description of the Notes and the Indenture—Interest” in this prospectus for a discussion of the determination of the amounts available to pay interest.
Principal	On each payment date, the issuing entity will pay principal of the notes using available collections and certain other amounts. Principal payments on the Class A notes will be senior in priority to principal payments on the Class B notes, the Class C notes and the Class D notes.  Principal payments on the Class B notes will be senior in priority to principal payments on the Class C notes and the Class D notes.  Principal payments on the Class C notes will be senior in priority to principal payments on the Class D notes.  Principal

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	payments on the notes will generally be paid sequentially to each class of Class A notes then outstanding, in numerical order [(and pro rata between the Class A-2a notes and the Class A-2b notes)], in each case until all Class A notes of such class are paid in full, then to the Class B notes, until the Class B notes are paid in full, then to the Class C notes, until the Class C notes are paid in full and then to the Class D notes.
	See “Payments to the Noteholders—Distributions” and “Description of the Notes and the Indenture—Principal” in this prospectus for a discussion of the determination of amounts available to pay principal.
Final Scheduled Payment Dates	The outstanding principal amount of a class of notes is due and payable in full on the final scheduled payment date for that class.  The final scheduled payment date for each class of notes is shown on the cover of this prospectus.  If a class of notes has not already been paid in full prior to its final scheduled payment date, the issuing entity will be obligated to pay the outstanding principal amount of that class of notes in full on that date.  Certain circumstances could cause principal to be paid earlier or later, or in reduced amounts.  See “Description of the Notes and the Indenture—Optional Redemption” and “Description of the Notes and the Indenture—The Indenture—Events of Default; Rights Upon Event of Default” in this prospectus.
Optional Redemption	The servicer has the option to purchase all of the contracts on any payment date on which the pool balance of the contracts owned by the [issuing entity][underlying trust] is less than 10% of the pool balance as of the cutoff date.  We sometimes refer to the pool balance as of the cutoff date as the “initial pool balance”.
	If the servicer exercises this option, the notes will be redeemed at a price equal to the unpaid principal amount thereof plus accrued interest thereon.  See “Description of the Notes and the Indenture—Optional Redemption” in this prospectus.
[The Assets of the Issuing Entity]	[To use if an underlying trust is utilized with respect to an issuance.] [The assets of the issuing entity that will secure the notes will consist of: the underlying certificate (representing a 100% interest in the underlying trust) and rights of the issuing entity under certain agreements related to the issuance of the notes, the issuance and purchase of the underlying certificate, and related matters.]

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The Contracts and Other Assets of the [Issuing Entity][Underlying Trust]	The primary assets of the [issuing entity][underlying trust] will be a pool of fixed rate, simple interest promissory notes and security agreements or retail installment sale contracts relating to the retail purchase of new or used motorcycles manufactured by one or more subsidiaries of Harley-Davidson, Inc. or certain other manufacturers.  Harley-Davidson, Inc. and its subsidiaries are collectively referred to herein as “Harley-Davidson.”  See “The Contracts—Harley-Davidson® Motorcycles” and “—Other Manufacturers” in this prospectus.  The contracts were originated indirectly by the seller primarily through Eaglemark Savings Bank, a wholly-owned subsidiary of Harley-Davidson Credit Corp., and, to a limited extent, through Harley-Davidson® motorcycle dealers.  See “The Sponsor, Seller, Servicer and Administrator—Origination” in this prospectus. The [issuing entity’s][underlying trust’s] assets will also include: ·security interests in the motorcycles securing the contracts; ·proceeds, if any, from certain insurance policies and debt cancellation agreements with respect to the motorcycles; ·[payments received from the swap counterparty and rights under the interest rate swap agreement]; and ·amounts on deposit in various accounts.
The Contracts	The issuing entity’s main source of funds for making payments on the notes will be collections on the contracts [distributed by the underlying trust].  The contracts transferred to the [issuing entity][underlying trust] will be selected from contracts in the seller’s portfolio based on the criteria specified in the sale and servicing agreement.  See “The Contracts—Criteria for Selecting the Contracts” in this prospectus.  As of the [statistical] cutoff date, the obligors on the contracts are located in the United States, U.S. territories and military bases.
	Pursuant to the sale and servicing agreement, the depositor will transfer, and the [issuing entity][underlying trust] will acquire, the contracts on the closing date.

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[The actual pool of contracts sold to the issuing entity on the closing date will be selected from the statistical pool of contracts.  The aggregate characteristics of the actual pool of contracts as of the cutoff date are expected to vary from the aggregate characteristics of the statistical pool of contracts as of the statistical cutoff date described in the tables set forth below and under “The Contracts” in this prospectus.  However, with the exception of aggregate outstanding principal balance and number of contracts, we expect that there will be no material difference between the characteristics of the actual pool of contracts as of the cutoff date and the characteristics of the statistical pool of contracts as of the statistical cutoff date disclosed in this prospectus.]

HDCC does not consider any of the receivables to be exceptions to its underwriting standards.  For additional information regarding HDCC’s underwriting standards, you should refer to “The Sponsor, Seller, Servicer and Administrator—Underwriting” in this prospectus.

In addition to the purchase of contracts from the [issuing entity][underlying trust] in connection with the servicer’s exercise of its “clean-up call” option as described above under “Optional Redemption”, contracts will be required to be purchased from the [issuing entity][underlying trust] by the depositor if certain representations and warranties concerning the characteristics of the contracts are breached, and by the servicer if certain servicing covenants are breached.

No contract will have a scheduled maturity later than [               ].  [An obligor can prepay its contract in whole or in part at any time without penalty.]

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COMPOSITION OF THE STATISTICAL POOL OF CONTRACTS (AS OF THE [STATISTICAL] CUTOFF DATE)
Pool Balance	$[          ]
Number of Contracts	[          ]
Average Principal Balance	$[          ]
Principal Balance of Contracts (Range)	$[          ] to $[          ]
Weighted Average Contract Interest Rate	[          ]%
(Range)	[          ]% to [          ]%
Weighted Average Original Term (in months)	[          ]
(Range)	[          ] to [          ]
Weighted Average Remaining Term (in months)	[          ]
(Range)	[          ] to [          ]
Weighted Average FICO® Score(1)(2)	[          ]
FICO® Score (Range)(1)(2) (3)	[          ] to [          ]
FICO® Score less than 640(1)(2) (3)	[          ]%
FICO® Score not available(1)(3)	[          ]%
No Down Payment(3)	[          ]%
Down Payment less than 10%(3) (4)	[          ]%
New Motorcycle at Origination(3)	[          ]%
Used Motorcycle at Origination(3)	[          ]%

(1)As of origination. (2)Excludes contracts for which no FICO® score was available. (3)As a percentage of the pool balance of the [statistical] pool of contracts. (4)Excludes certain contracts with down payments less than 10%, but within $100 of 10%, of the sales price of the motorcycle and related parts and accessories.  Excludes contracts with no down payment.
GEOGRAPHIC CONCENTRATION OF THE [STATISTICAL] POOL OF CONTRACTS (AS OF THE [STATISTICAL] CUTOFF DATE)
	State(1)	Principal Balance Concentration
	[          ]	[          ]	%
	[          ]	[          ]	%
	[          ]	[          ]	%

(1)As of the [statistical] cutoff date, no other state or geographic area represented more than 5.00% of the pool balance of the [statistical] pool of contracts.

[The following disclosure titled “Credit Risk Retention” to be included for offerings after December 24, 2016:]

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[Credit Risk Retention The depositor is a wholly-owned affiliate of the sponsor and will [initially] retain the required economic interest in the credit risk of the contracts to satisfy the sponsor’s requirements under Regulation RR of the Securities Act of 1933. [Combination Vertical and Horizontal Interest Option:] [The depositor will satisfy the risk retention requirements of Regulation RR by retaining a combination of an “eligible vertical interest” and an “eligible horizontal residual interest” [and by establishing an “eligible horizontal cash reserve account” in the name of the indenture trustee for the benefit of the noteholders] in an aggregate amount equal to at least 5% of the fair value of the notes and the certificate issued by the issuing entity.] [Eligible Vertical Interest Option:] [The depositor’s retention of [  ]% of each class of notes and the residual interest satisfies the requirements for an “eligible vertical interest” under Regulation RR.  The depositor, or another majority-owned affiliate of the sponsor, is required to retain this interest until the latest of: ·two years from the closing date; ·the date the pool balance is one-third or less of the initial pool balance; or ·the date the outstanding principal amount of the notes is one-third or less of the aggregate initial principal amount.  ] [Eligible Horizontal Residual Interest Option:] [The depositor’s retention of the residual interest is structured to satisfy the requirements for an “eligible horizontal residual interest” under Regulation RR and will take the form of [depositing an amount equal to $[ ] into a risk retention reserve account][retaining the certificate], which HDCC expects to have a fair value of [between $[  ] and] $[  ], which is [between [  ]% and] [  ]% of the fair value of the notes and the fair value of the certificate on the closing date.  The depositor, or another majority-owned affiliate of the sponsor, is required to retain the residual interest until the latest of: ·two years from the closing date; ·the date the pool balance is one-third or less of the initial pool balance; or ·the date the outstanding principal amount of the notes is one-third or less of the aggregate initial principal amount. ] [On or prior to the closing date, the issuing entity will establish a “risk retention reserve account” for the benefit of the noteholders. The risk retention reserve account will be funded on the closing date by the retention of a portion of the purchase price for the notes in an amount equal to $[ ], the fair value of which is equal to $[ ], or [ ]% of the fair value of the total amount of all classes of the notes and the certificate on the closing date. To the extent that funds from principal and interest collections on the contracts are not sufficient to pay the amounts that are prior to the deposits into the reserve account as described under “Description of the Notes and the Indenture—Payments to the Noteholders —Distributions” in this prospectus, the amount previously deposited in the risk retention reserve account will provide an additional source of funds for those payments; provided, however, that available funds from the risk retention reserve account may not be used for payments to the servicer as long as it is an affiliate of HDCC or to reimburse servicer advances.] For further details relating to the depositor’s credit risk retention see “The Sponsor, Seller, Servicer and Administrator—Credit Risk Retention” in this prospectus.]

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Credit Enhancement	Credit enhancement provides protection for the notes against losses and delays in payment.  If the credit enhancement is insufficient to cover all amounts payable on the notes, the losses will be allocated to the notes in reverse order of their payment priority, with the Class D notes bearing losses before the Class C notes, the Class C notes bearing losses before the Class B notes and the Class B notes bearing losses before the Class A notes.
	The credit enhancement for the notes is as follows: Class A notes:·  overcollateralization [·  yield supplement overcollateralization amount] ·  reserve fund [·  risk retention reserve account] ·  subordination of the Class B notes, Class C notes and Class D notes ·  excess cash flow, which is generally interest collections on the contracts in excess of the amounts required to be paid on the notes and fees and expenses of the issuing entity [·  with respect to the class [   ] notes, interest rate [swaps][caps]] Class B notes: ·  overcollateralization [·  yield supplement overcollateralization amount] ·  reserve fund [·  risk retention reserve account] ·  subordination of the Class C notes and Class D notes ·  excess cash flow Class C notes: ·  overcollateralization [·  yield supplement overcollateralization amount] ·  reserve fund [·  risk retention reserve account] ·  subordination of the Class D notes ·  excess cash flow Class D notes: ·  overcollateralization [·  yield supplement overcollateralization amount] ·  reserve fund [·  risk retention reserve account] ·  excess cash flow
	See “Description of the Notes and the Indenture—Credit Enhancement—The Reserve Fund”, “—Overcollateralization”, and “—Yield Supplement Overcollateralization Amount” [and “The Sponsor, Seller, Servicer and Administrator—Credit Risk Retention”] in this prospectus.

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Overcollateralization	Overcollateralization represents the amount by which the pool balance exceeds the aggregate principal amount of the notes on a particular date of determination.  Initial overcollateralization on the closing date will be approximately [   ]% of the initial pool balance. The application of funds pursuant to the priority of payments is designed to maintain the amount of overcollateralization as of any payment date at a target amount, which we refer to as the “overcollateralization target amount.”  See “Payments to the Noteholders—Distributions” and “Description of the Notes and the Indenture—Principal” and “—Credit Enhancement—Overcollateralization” in this prospectus.  The overcollateralization target for any payment date will be [   ]% of the initial pool balance.
[Yield Supplement Overcollateralization Amount]	[The yield supplement overcollateralization amount for each payment date or with respect to the closing date is the aggregate amount by which the principal balance as of the last day of the previous month or as of the cutoff date, as applicable, of each contract with a contract interest rate below [   ]%, which is referred to herein as the “required rate”, other than any defaulted contract, exceeds the present value of the future payments on such contract, calculated as if its contract interest rate were equal to the required rate, assuming such future payments are made on the last day of each month and each month has 30 days.  See “Certain Description of the Notes and the Indenture—Credit Enhancement—Yield Supplement Overcollateralization Amount” in this prospectus.]
Reserve Fund	On the closing date, the proceeds of the notes will be used to fund a trust account, which we refer to as the “reserve fund”, in the name of the indenture trustee.  The reserve fund provides the notes with limited protection in the event collections from obligors on the contracts are insufficient to make payments on the notes.  We cannot assure you, however, that this protection will be adequate to prevent shortfalls in amounts available to make payments on the notes.
	The initial balance of the reserve fund will be approximately [   ]% of the initial pool balance.  The amount required to be on deposit in the reserve fund on each payment date will equal [   ]% of the initial pool balance. In no event shall the amount required to be on deposit in the reserve fund exceed the aggregate outstanding principal amount of the notes.  See “Certain Information Regarding the Notes—The Accounts—The Reserve Fund” in this prospectus.

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If the amount on deposit in the reserve fund on any payment date is less than the required amount, the issuing entity will use the funds available to it (after reimbursement of servicer advances and payment of the servicing fee[, payment of any net swap payment and senior swap termination payment to the [swap][cap] counterparty,] payment of the indenture trustee fee, [payment of the asset representations reviewer fee,] and payment of principal of and interest on the notes) to make a deposit into the reserve fund.  Amounts on deposit in the reserve fund on any payment date in excess of the required amount (after giving effect to the payments described in the preceding sentence [and after paying any unpaid subordinate swap termination payment on such payment date]) will be paid to the depositor.

If on any payment date the funds available to the issuing entity to pay principal of and interest on the notes [and any net swap payment and senior swap termination payment to the swap counterparty] are insufficient to make those payments, the issuing entity will use funds on deposit in the reserve fund to cover any shortfalls in those payments, but only to the extent of the amounts on deposit in the reserve fund at that time.

If on the final scheduled payment date of any class of notes, the principal amount of that class has not been paid in full, the issuing entity will use funds on deposit in the reserve fund to pay the remaining principal amount due on that class of notes subject to the order of priority described in “Priority of Payments” below, but only to the extent of the amounts on deposit in the reserve fund at such time.

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[Interest Rate [Swaps][Caps] On the closing date, the issuing entity will enter into an interest rate [swap][cap] with the swap counterparty with respect to each class or tranche of floating rate notes. The interest rate [swap][cap] will have an initial notional amount equal to the aggregate principal balance of the related class or tranche of floating rate notes on the closing date.  The notional amount will decrease each month by the amount of any principal payments paid during the prior month on such class or tranche of floating rate notes. [In general, under each interest rate swap, on each payment date the issuing entity will be obligated to pay the swap counterparty a payment based on a fixed rate times the notional amount of that interest rate swap, and the swap counterparty will be obligated to pay the issuing entity a payment based on one-month LIBOR times the notional amount of that interest rate swap. Payments due by each of the issuing entity and the swap counterparty on each payment date will be netted, with the party owing the greater amount being obligated to pay the excess.  Any net swap payment owed by the issuing entity to the swap counterparty on each interest rate swap ranks higher in priority than all payments on the notes.  See “Certain Information Regarding the Notes—Credit Enhancement—Interest Rate Swap Agreement” and “The Swap Counterparty” in this prospectus.] [In general, under each interest rate cap, the issuing entity will be obligated to pay the cap counterparty the purchase price for each interest rate cap on or before the [effective date of such interest rate cap][closing date] and, following the payment of such purchase price, shall have no further payment obligations with respect to such cap.] [On each payment date, the cap counterparty will be obligated to pay to the issuing entity an amount based on the notional amount of the cap and [the excess of the interest rate on each class or tranche of floating rate notes over an interest rate equal to one-month LIBOR plus an applicable spread, which amount will not be less than zero. See “Description of the Notes and the Indenture—Credit Enhancement—Interest Rate Cap Agreement” and “The Cap Counterparty” in this prospectus.] The fixed rate to be used in calculating the issuing entity’s payments under the interest rate [swaps][caps] related to the Class [    ] notes will be equal to [    ]%.

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	The interest rate [swap][cap] may be terminated upon an event of default or other termination event specified in the interest rate [swap][cap] agreement that governs the [swap][cap]. If the interest rate [swap][cap] is terminated due to an event of default or other termination event, a termination payment may be due to the [swap][cap] counterparty by the issuing entity out of funds available for that purpose or by the [swap][cap] counterparty to the issuing entity. A termination payment payable by the issuing entity to the [swap][cap] counterparty will be equal in priority to payments of interest on the Class A notes and senior to all other payments on the notes, unless the [swap][cap] counterparty is the “defaulting party” or “sole affected party” (other than in connection with a “tax event” or “illegality”) under the interest rate [swap][cap] agreement. The issuing entity’s obligation to pay to the [swap][cap] counterparty any net [swap][cap] payment and any termination payments or other amounts due under the interest rate [swap][cap] agreement is secured under the indenture by the issuing entity’s property. For a more detailed description of the interest rate [swap][cap], the interest rate [swap][cap] agreement and the [swap][cap] counterparty, see “Description of the Notes and the Indenture—Credit Enhancement—Interest Rate [Swap][Cap] Agreement” and “The [Swap][Cap] Counterparty” in this prospectus.]
Excess Cash Flow	Because more interest is expected to be paid by the obligors in respect of the contracts than is necessary to pay the sum of the amounts payable under the priority of payments with higher priority than principal, there is expected to be “excess cash flow.” Any such excess cash flow will serve as additional credit enhancement. See “Description of the Notes and the Indenture—Credit Enhancement—Excess Cash Flow” in this prospectus.
Servicer Advances	The servicer is obligated to advance on each payment date an amount equal to accrued and unpaid interest on each contract that was 30 days or more delinquent as of the end of the preceding month (assuming 30-day months), but only to the extent that the servicer believes that the amount of such advance will be recoverable from collections on such contract.  The servicer will be entitled to reimbursement of its outstanding advances from prior months on each payment date by means of a first priority withdrawal of certain funds then held in the collection account.  See “Description of the Transfer and Servicing Agreements—Servicing—Advances” in this prospectus.

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Repurchase of Contracts by the Depositor; Purchase of Contracts by the Servicer	Under the sale and servicing agreement, in the event of a breach or potential breach of certain representations and warranties made by the depositor which materially and adversely affects the [issuing entity’s][underlying trust’s] interest in any contract and which breach has not been cured, the depositor will be obligated to repurchase such contract two business days prior to the first payment date after the last day of the calendar month in which the depositor becomes aware of such breach or receives written notice from the servicer, the owner trustee or the indenture trustee of such breach.  See “Description of the Transfer and Servicing Agreements—Representations and Warranties Made by the Seller and the Depositor” in this prospectus. Under the sale and servicing agreement, in the event of a breach of certain servicing obligations relating to the contracts as specified in the sale and servicing agreement which materially and adversely affects the [issuing entity’s][underlying trust’s] interest in any contract and which breach has not been cured, the servicer will be obligated to purchase such contract two business days prior to the first payment date after the last day of the calendar month in which the servicer becomes aware, or receives written notice from the owner trustee or the indenture trustee, of such breach.  See “Description of the Transfer and Servicing Agreements—Servicing” in this prospectus.
Servicing Fees and Other Payments to Servicer	On each payment date, the servicer will be entitled to receive a monthly servicing fee equal to 1/12th of 1.00% of the pool balance as of the first day of the prior calendar month (or with respect to the first payment date, the initial pool balance).  The monthly servicing fee will be paid to the servicer prior to any payments to the noteholders.  The monthly servicing fee will be paid from funds on deposit in the collection account.  The servicer will also be entitled to retain any late payment fees, extension fees, convenience fees, and other similar fees and charges received with respect to the contracts.  See “Payments to the Noteholders—Servicing Compensation and Reimbursement of Servicer Advances” in this prospectus.
Indenture Trustee Fees	The indenture trustee fees will be paid by the issuing entity from available amounts prior to any payments to the noteholders.  For more information relating to the indenture trustee fees see “The Trustees—Indenture Trustee” and “Payments to the Noteholders—Expenses and Fees” in this prospectus.
Owner Trustee Fees	The administrator will separately pay the fees of the owner trustee in connection with its duties under the trust agreement.  For more information relating to the owner trustee fees see “The Trustees—Owner Trustee” in this prospectus.

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[Underlying Trustee Fees	The administrator will separately pay the fees of the underlying trustee in connection with its duties under the trust agreement.  For more information relating to the owner trustee fees see “The Trustees—Underlying Trustee” in this prospectus.]
Asset Representations Reviewer Fees	The issuing entity will pay annual fees and review fees of the asset representations reviewer and, to the extent such amounts are not paid or reimbursed by the administrator, reimburse the asset representations reviewer for reasonable travel expenses relating to a review and pay any indemnities due to the asset representations reviewer.  For more information relating to the asset representations reviewer fees see “The Asset Representations Reviewer” and “Payments to the Noteholders—Expenses and Fees” in this prospectus.
Events of Default	Events of default under the indenture will consist of: ·a default for five days or more in the payment of interest due on any note of the controlling class; ·failure to pay the unpaid principal amount of any class of notes when due and payable; ·a default in the observance or performance of any covenant or agreement of the issuing entity (other than those specifically addressed above), which default has a material adverse effect on the noteholders and continues for 30 days after written notice thereof is given to the issuing entity by the indenture trustee or by holders of at least 25% of the aggregate outstanding principal amount of the notes of the controlling class; ·any representation or warranty made by the issuing entity in the indenture or in any certificate delivered pursuant thereto was incorrect in any material respect as of the time made, and continues to be incorrect for a period of 30 days after notice thereof is given to the issuing entity by the indenture trustee or by holders of at least 25% of the aggregate outstanding principal amount of the notes of the controlling class; or ·certain events of bankruptcy, insolvency, receivership or liquidation of the issuing entity. “Controlling class” means the Class A notes (voting together as a single class) for so long as any Class A notes are outstanding, then the Class B notes for so long as any Class B notes are outstanding, then the Class C notes for so long as any Class C notes are outstanding, and then the Class D notes for so long as any Class D notes are outstanding. If the notes have been declared to be due and payable following an event of default, the indenture trustee may:

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	·institute proceedings to collect amounts due or foreclose on the issuing entity’s assets; ·exercise other remedies as a secured party; and/or ·sell the trust assets [or cause the sale of the underlying trust assets] or elect to have the issuing entity maintain possession of the trust assets [and the underlying trust maintain possession of the underlying trust assets]. See “Description of the Notes and Indenture—The Indenture—Events of Default; Rights Upon Event of Default” in this prospectus.
Priority of Payments	On each payment date prior to the acceleration of the notes, the issuing entity will apply collections on the contracts received during the prior calendar month, servicer advances[, any net swap receipts received by the issuing entity under the interest rate swaps,] and, with respect to payments of principal of and interest on the notes [and certain payments owing in respect of the interest rate swaps], funds transferred from the reserve fund [and the risk retention reserve account], to make the following payments in the following order of priority:
	(1)Servicer Advances — reimbursement of servicer advances, to the servicer[, except that available funds from the risk retention reserve account may not be used for this purpose as long as the servicer is an affiliate of HDCC]; (2)Servicing Fee — the monthly servicing fee, including any unpaid servicing fee with respect to one or more prior due periods, to the servicer[, except that available funds from the risk retention reserve account may not be used for this purpose as long as the servicer is an affiliate of HDCC]; (3)Indenture Trustee Fee — the indenture trustee fee, including any unpaid indenture trustee fee with respect to one or more prior due periods, to the indenture trustee; (4)Asset Representations Reviewer Fee and Expenses — the asset representations reviewer fee and expenses and indemnity amounts due and owing under the asset representations review agreement, to the extent not already paid by the administrator on behalf of the issuing entity, up to an amount not exceed $[         ] per calendar year; (5)[Net [Swap][Cap] Payment — any net [swap][cap] payment payable by the issuing entity, to the [swap][cap] counterparty;] (6)Class A Interest [and Senior Swap Termination Payment] — [pro rata, (a)] interest due on the Class A notes, to the Class A noteholders[, and (b) any unpaid senior swap termination payment, to the swap counterparty];

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(7)Class A Principal — the first priority principal distributable amount, first, to the Class A-1 noteholders until the aggregate outstanding principal amount of the Class A-1 notes has been paid in full, second, to the Class A-2 noteholders [(pro rata between the Class A-2a notes and the Class A-2b notes)] until the aggregate outstanding principal amount of the Class A-2 notes has been paid in full, third, to the Class A-3 noteholders until the aggregate outstanding principal amount of the Class A-3 notes has been paid in full, and fourth, to the Class A-4 noteholders until the aggregate outstanding principal amount of the Class A-4 notes has been paid in full;

(8)Class B Interest — interest due on the Class B notes, to the Class B noteholders;

(9)Class A and Class B Principal — the second priority principal distributable amount, first, to the Class A-1 noteholders until the aggregate outstanding principal amount of the Class A-1 notes has been paid in full, second, to the Class A-2 noteholders[, pro rata between the Class A-2a notes and the Class A-2b notes,] until the aggregate outstanding principal amount of the Class A-2 notes has been paid in full, third, to the Class A-3 noteholders until the aggregate outstanding principal amount of the Class A-3 notes has been paid in full, fourth, to the Class A-4 noteholders until the aggregate outstanding principal amount of the Class A-4 notes has been paid in full, and fifth, to the Class B noteholders until the aggregate outstanding principal amount of the Class B notes has been paid in full;

(10) Class C Interest — interest due on the Class C notes, to the Class C noteholders;

(11) Class A, Class B and Class C Principal — the third priority principal distributable amount, first, to the Class A-1 noteholders until the aggregate outstanding principal amount of the Class A-1 notes has been paid in full, second, to the Class A-2 noteholders[, pro rata between the Class A-2a notes and the Class A-2b notes,] until the aggregate outstanding principal amount of the Class A-2 notes has been paid in full, third, to the Class A-3 noteholders until the aggregate outstanding principal amount of the Class A-3 notes has been paid in full, fourth, to the Class A-4 noteholders until the aggregate outstanding principal amount of the Class A-4 notes has been paid in full, fifth, to the Class B noteholders until the aggregate outstanding principal amount of the Class B notes has been paid in full, and sixth, to the Class C noteholders until the aggregate outstanding principal amount of the Class C notes has been paid in full;

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(12) Class D Interest — interest due on the Class D notes, to the Class D noteholders;

(13) Note Principal — the noteholders’ regular principal distributable amount, first, to the Class A-1 noteholders until the aggregate outstanding principal amount of the Class A-1 notes has been paid in full, second, to the Class A-2 noteholders[, pro rata between the Class A-2a notes and the Class A-2b notes,] until the aggregate outstanding principal amount of the Class A-2 notes has been paid in full, third, to the Class A-3 noteholders until the aggregate outstanding principal amount of the Class A-3 notes has been paid in full, fourth, to the Class A-4 noteholders until the aggregate outstanding principal amount of the Class A-4 notes has been paid in full, fifth, to the Class B noteholders until the aggregate outstanding principal amount of the Class B notes has been paid in full, sixth, to the Class C noteholders until the aggregate outstanding principal amount of the Class C notes has been paid in full, and seventh, to the Class D noteholders until the aggregate outstanding principal amount of the Class D notes has been paid in full;

(14) Reserve Fund — to the reserve fund, the amount, if any, needed to increase the balance in the reserve fund to the required amount;

(15) Unpaid Fees and Expenses of the Asset Representations Reviewer — to the asset representations reviewer, any fees, expenses and indemnity amounts due but not paid under item (4); [and]

[(16) Subordinated Swap Termination Payment — any unpaid subordinated swap termination payment, to the swap counterparty; and]

(17)Residual — any remaining amounts to the certificateholder[s] under the trust agreement.

Amounts distributable to a class of notes as described above will be allocated pro rata between the fixed rate and floating rate tranches, if any, of that class of notes.

See “Payments to the Noteholders” and “Description of the Notes and the Indenture—Principal” in this prospectus for a discussion of the determination of amounts available to pay principal.

After acceleration of the notes following an event of default, the priority of payments would change, and would depend upon the nature of the event of default giving rise to the acceleration. See “Payments to the Noteholders” in this prospectus.

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Tax Status	On the closing date, Foley & Lardner LLP, federal tax counsel to the issuing entity, will deliver its opinion that, subject to certain assumptions and qualifications stated in the opinion, the notes owned by parties unaffiliated with the depositor will be characterized for U.S. federal income tax purposes as indebtedness when issued, and the issuing entity will not be characterized as an association (or publicly traded partnership) taxable as a corporation for U.S. federal income tax purposes.  The issuing entity, depositor, and sponsor will agree to treat the notes (other than any notes owned by the depositor or one of its affiliates) as indebtedness for purposes of U.S. federal, state, and local income tax.  By acquiring an interest in a note, each beneficial owner of a note is deemed to agree to treat the notes (other than any notes owned by the depositor or one of its affiliates) as indebtedness for U.S. federal income tax purposes.  See “Material United States Federal Income Tax Consequences” in this prospectus.
Ratings	The sponsor expects that the notes will receive credit ratings from two nationally recognized statistical rating organizations, or “rating agencies”, hired by the sponsor to assign ratings on the notes. The ratings of the notes will address the likelihood of payment of principal of and interest on the notes according to their terms.  Each rating agency that the sponsor has hired to rate the notes has informed the sponsor that it will monitor the ratings using its normal surveillance procedures.  A rating is not a recommendation to buy, sell or hold securities.  Ratings on the notes may be lowered, qualified or withdrawn at any time by the rating agencies.  Each rating is based on the applicable rating agency’s independent evaluation of the contracts and the availability of any credit enhancement for the notes.  A rating, or a change or a withdrawal of a rating, by one rating agency will not necessarily correspond to a rating, or a change or a withdrawal of a rating, by another rating agency.  No transaction party will be responsible for monitoring any changes to the ratings on the notes.  See “Ratings of the Notes.”
ERISA and Related Considerations	The offered notes are generally eligible for purchase by employee benefit plans and individual retirement accounts or individual retirement annuities, and by persons investing on behalf of or with plan assets of such plans or arrangements, subject to those considerations and exceptions discussed under “ERISA and Related Considerations” in this prospectus. If you are considering the purchase of the offered notes on behalf of or with plan assets of an employee benefit plan, individual retirement account or individual retirement annuity, you should refer to “ERISA and Related Considerations” in this prospectus.  If you are a benefit plan fiduciary considering a purchase of the offered notes you should, among other things, consult with your counsel in determining whether all required conditions have been satisfied.

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Eligibility for Purchase by Money Market Funds The Class A-1 notes will be structured to be “eligible securities” for purchase by money market funds as defined in paragraph (a)(12) of Rule 2a-7 under the Investment Company Act of 1940.  The applicability of that definition, however, depends on certain actions by the fund’s board of directors.  Moreover, Rule 2a-7 includes additional criteria for investments by money market funds, including additional requirements and clarifications relating to portfolio credit risk analysis, maturity, liquidity and risk diversification.  A money market fund is encouraged to consult its legal advisers regarding the eligibility of the Class A-1 notes under Rule 2a-7 and whether an investment in the Class A-1 notes satisfies the fund’s investment policies and objectives.

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CUSIP Numbers	Each class of notes will have the following CUSIP number:
		Class	CUSIP
		Class A-1	[                 ]
		Class A-2[a]	[                 ]
		[Class A-2b	[                 ] ]
		Class A-3	[                 ]
		Class A-4	[                 ]
		Class B	[                 ]
		Class C	[                 ]
		Class D	[                 ]
Mailing Address and Telephone Numbers of Principal Executive Offices	The mailing address of the seller is 222 West Adams Street, Suite 2000, Chicago, Illinois 60606, telephone (312) 696-5351.  The mailing address of the depositor is 3850 Arrowhead Drive, Carson City, Nevada 89706, telephone (775) 886-3000.  The principal office of the issuing entity is in care of [                     ], [                     ].

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Risk Factors

The following risk factors describe the principal risk factors relating to an investment in the notes.  You should carefully consider the following risks before you invest in the notes.

You must rely for repayment on the issuing entity’s assets, which may not be sufficient to make full payment on your notes

The issuing entity does not have, and will not be permitted or expected to have, any significant assets or sources of funds other than the [contracts][underlying certificate], the reserve fund[, the risk retention reserve account], and any other available credit enhancement or issuing entity property specified in this prospectus.  Your notes represent indebtedness of the issuing entity and will not be insured or guaranteed by the originators, the seller, the servicer, the depositor, or any of their respective affiliates, the indenture trustee[, the underlying trustee] or the owner trustee or any other person or entity.  Consequently, the only source of payment for your notes is payments received on the contracts that the issuing entity holds and certain forms of credit enhancement as specified in this prospectus.  The amount of credit enhancement available to cover shortfalls in distributions of interest on and principal of your notes is limited.  If the credit enhancement is exhausted, the sole source of payment for your notes will be payments on the contracts, and you will directly bear losses in excess of amounts available pursuant to any credit enhancement.

Proceeds of the sale of contracts may not be sufficient to pay your notes in full; failure to pay principal of your notes will not constitute an event of default until maturity

If the issuing entity fails to pay principal of any class of notes on its final scheduled payment date, or fails to pay interest on the class or classes of notes described in this prospectus within five days of the related due date, the indenture trustee or the holders of more than [50]% of the notes of the controlling class may declare the entire amount of the notes to be due immediately.  If this happens, the holders of more than [50]% of the notes of the controlling class may direct the indenture trustee to sell the contracts and prepay the notes.  However, there is no assurance that the market value of those contracts will at any time be equal to or greater than the aggregate outstanding principal amount of the notes.  Therefore, upon a sale of the contracts, there can be no assurance that sufficient funds will be available to repay your notes in full.  If the proceeds from the sale of the contracts are insufficient to pay the full principal amount of your notes, you may experience losses with respect to your notes.

In addition, the amount of principal required to be paid to you on each payment date will generally be limited to amounts available in the collection account[, the risk retention reserve account] and the reserve fund, if any.  The failure to pay principal of your notes generally will not result in the occurrence of an event of default until the final scheduled payment date for your notes.

See “Description of the Notes and the Indenture—The Indenture—Events of Default; Rights Upon Event of Default” in this prospectus.

The issuing entity has limited recourse against the seller, the depositor and the servicer

None of the seller, the depositor or any of their affiliates is generally obligated to make any payments in respect of any notes or the contracts of the [issuing entity][underlying trust].  However, in connection with the sale of contracts by the depositor to the [issuing entity][underlying trust], the depositor will make representations and warranties with respect to the characteristics of such contracts, and in certain circumstances, the depositor may be required to repurchase contracts with respect to which such representations and warranties have been breached.  The seller will correspondingly be obligated to the depositor under the transfer and sale agreement (which rights of the depositor against the seller will be

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assigned to the [issuing entity][underlying trust]) to repurchase the contracts from the depositor contemporaneously with the depositor’s repurchase of the contracts from the [issuing entity][underlying trust].  Under agreements with certain motorcycle dealers, the seller may have full or partial recourse against the motorcycle dealer for such repurchased contract.  This recourse to the dealers will be assigned by the seller to the depositor pursuant to the transfer and sale agreement, assigned from the depositor to the [issuing entity][underlying trust] pursuant to the sale and servicing agreement [and pledged by the issuing entity to the indenture trustee pursuant to the indenture].  In addition, the servicer may be required to purchase contracts from the [issuing entity][underlying trust] if the servicer breaches its servicing obligations relating to those contracts as specified in the sale and servicing agreement.  There can be no assurance that the depositor, the seller, the servicer or a dealer will be able to purchase or repurchase a contract at the time that it has an obligation to do so.  See “Description of the Transfer and Servicing Agreements—Sale and Assignment of Contracts by Seller”, “Description of the Transfer and Servicing Agreements—Representations and Warranties made by the Seller and the Depositor” and “Description of the Transfer and Servicing Agreements—Servicing.”

It is possible that failures to repossess financed motorcycles from defaulting obligors or various factors, including the sale of financed motorcycles repossessed from defaulting obligors, may result in less than a full recovery of amounts due

The servicer generally exercises its right to sell a motorcycle securing a defaulted contract after repossession.  There is no assurance that a motorcycle will be successfully repossessed.  Further, there is no assurance that the amount of proceeds that the servicer receives from the sale of a repossessed motorcycle will be equal to or greater than the outstanding principal balance of the defaulted contract as of the date of the sale of the motorcycle.

Financing options resulting in a contract having an initial principal balance in excess of the retail price of a motorcycle may increase the risk that the amount of such sales proceeds will not be sufficient to satisfy the outstanding principal balance.  As of the [statistical] cutoff date, approximately [            ]% of the contracts included in the [statistical] pool of contracts were originated with no down payment or a down payment of less than 10% of the sales price of a motorcycle and related parts and accessories (not including certain contracts with down payments less than 10%, but within $100 of 10%, of the sales price of the motorcycle and related parts and accessories) as described under “Prospectus Summary—The Contracts.”  For a further discussion of certain incentive financing programs and potential risks associated therewith, see “Risk Factors—Potential losses on the notes are likely to be higher for contracts originated under certain incentive financing programs.”

Due to these and other factors, it is highly likely that the principal balance of the related contracts will exceed the value of the related motorcycles during the earlier years of those contracts’ terms.  Defaults during these earlier years are likely to result in losses because the proceeds of repossession are likely to be less than the full amount of principal and interest owed on those contracts.  In addition, the frequency and severity of losses may be greater for contracts with longer terms, because these contracts tend to have a greater incidence of delinquencies and defaults and because the slower rate of amortization of the principal balance of a longer term contract may result in a longer period during which the value of the motorcycle that secures the contract is less than the remaining principal balance of the contract.  As a result, the proceeds received by the issuing entity upon any repossession and sale of motorcycles that secure the contracts may not be sufficient to pay the full amount owed under the related contracts.  You could suffer a loss if the proceeds available from repossession or other realization on a motorcycle are not sufficient to pay the amount owed under the related contract and available credit enhancement for losses on the contracts is insufficient.  See “Risk Factors—It is possible that failures to repossess financed motorcycles from defaulting obligors or the sale of financed motorcycles repossessed from defaulting obligors may result in less than a full recovery of amounts due” in this prospectus.

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Lack of a secondary market and financial market disruptions could negatively affect the liquidity of the notes and could limit your ability to resell your notes

There is currently no secondary market for the notes.  We cannot assure you that a secondary market will develop.  There have been times in the past when there have been few potential buyers of asset-backed securities and a similar lack of potential buyers at a future time could negatively affect the liquidity of your notes.  To the extent a secondary market for the notes develops, events in the global financial markets, including some events currently continuing (for example, the weakened financial condition of major financial institutions, problems related to subprime mortgages and other financial assets, the devaluation of certain assets in secondary markets, the forced sale of asset-backed and other securities by certain investors, and the lowering of ratings on certain asset-backed securities), may in the future cause, and historically have caused, the secondary market for asset-backed securities to experience significantly reduced liquidity, which could limit your ability to resell your notes and adversely affect the price of your notes. Furthermore, the global financial markets have experienced increased volatility due to uncertainty surrounding the level and sustainability of the sovereign debt of various countries.  In addition, economic conditions in the United States in recent years have caused increased delinquencies by obligors on retail contracts and those conditions may cause additional increases in delinquencies.  An increase in delinquencies could, in turn, create concerns among investors in asset-backed securities as to increased defaults by obligors, thereby decreasing liquidity and demand for the offered notes.

Retention of one or more classes of notes by the depositor or an affiliate of the depositor may reduce the market price of the offered notes

The [     ] notes will be retained or purchased by the depositor or an affiliate of the depositor[, and some or all of the [         ] notes may be retained or purchased by the depositor or an affiliate of the depositor].  Accordingly, the market for the [         ] notes may be less liquid than would otherwise be the case.  If any retained [         ] notes [or [         ] notes] are subsequently sold in the secondary market, demand and market price for any notes already in the market could be adversely affected.

Economic developments may adversely affect the performance and market value of your notes

The United States is experiencing a continuing period of uncertain economic growth that may adversely affect the performance and market value of your notes.  Should general economic conditions worsen or continue to be uncertain, increases in unemployment, decreases in home values, and a lack of available credit could lead to increases in delinquencies and default rates, as well as decreased consumer demand for motorcycles. In particular, increases in unemployment have generally led to increased delinquencies and default rates. These and other factors may lead to declining values of motorcycles securing outstanding contracts, which would weaken collateral coverage and increase the amount of losses in the event of defaults by the related obligors. Factors, including factors triggered by strategic actions by Harley-Davidson such as increases in the inventory of used motorcycles, introduction of new models representing significant upgrades on previous models, increases in the volume of used motorcycles available for sale at auctions and decreases in the inventory of used motorcycles available for sale at Harley-Davidson dealers in the U.S. may depress the prices at which repossessed motorcycles may be sold and/or may delay the timing of these sales. If economic conditions worsen, then delinquencies and losses with respect to the contracts could increase, which could result in losses on your notes.

United States and world economic and political conditions, including acts or threats of terrorism and/or war, could adversely affect payments on the notes

National and international political developments, instability and uncertainties could result in economic weakness in the United States and in international markets.  These uncertainties include

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threatened hostilities with other countries, political unrest and instability around the world, and continuing threats of terrorist attacks.  Any actual armed hostilities, and any future terrorist attacks in the United States or abroad, could also have an adverse impact on the U.S. economy, global financial markets and payments and collections on the contracts.

You should consider the possible effects of the above on delinquency, default and prepayment experience of the contracts.  For example, U.S. military operations could increase the number of citizens who are in active military service, including persons in reserve status who are called to active duty.  Under the Servicemembers Civil Relief Act, obligors who are members of the military on active duty, including reservists who are called to active duty after the origination of their contracts, may be entitled to reductions in interest rates to 6% and a stay of foreclosure and similar actions.  We cannot provide information as to the number of contracts that the Servicemembers Civil Relief Act may impact.  If an obligor’s obligation to make payments is reduced, adjusted or extended, the servicer will only be required to advance accrued interest with respect to contracts that were 30 days or more delinquent at the end of the related due period, assuming 30-day months, and only to the extent the servicer believes that such amounts will ultimately be recoverable through collection.  Any resulting shortfalls in interest or principal will reduce the amount available for distribution on the notes.

The Servicemembers Civil Relief Act also limits the ability of the servicer to repossess the financed motorcycle securing a contract during the related obligor’s period of active duty and, in some cases, may require the servicer to extend the maturity of the contract, lower the monthly payments and readjust the payment schedule for a period of time after completion of the obligor’s military service.  As a result, there may be delays in payment and increased losses on the contracts.

For more information regarding the effect of the Servicemembers Civil Relief Act and similar state laws, you should refer to “Legal Aspects of the Contracts—Other Limitations” in this prospectus.

Social, economic and other factors, including adverse events in states with substantial concentrations of obligors, may cause increased defaults and delinquencies

Economic conditions in countries, states or U.S. territories where obligors reside may affect the delinquency, loan loss and repossession experience of the issuing entity with respect to the contracts.  A variety of social and economic factors may affect the performance by obligors including, but not limited to, interest rates, unemployment levels, the rate of inflation, and consumer perceptions of economic conditions generally.  However, neither the seller nor the depositor is able to determine or predict whether or to what extent economic or social factors will affect the performance by any obligors.

If adverse events or economic conditions were particularly severe in one or more states where there is a substantial concentration of obligors, the amount of delinquent payments and defaults on the contracts may increase.  As a result, the overall timing and amount of collections on the contracts may differ from what you expect, and you may experience delays or reductions in payments.

The following are the approximate percentages of the pool balance of the [statistical] pool of contracts whose obligors were located in the following states as of the [statistical] cutoff date:

·[            ]% in [            ];

·[            ]% in [            ]; and

·[            ]% in [            ].

As of the [statistical] cutoff date, the remaining states or geographic areas accounted for approximately [    ]% of the pool balance of the [statistical] pool of contracts, and none of these

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remaining states or geographic areas accounted for more than 5.00% of the pool balance of the [statistical] pool of contracts.  For a discussion of the breakdown of the [statistical] pool of contracts by geographic distribution as of the [statistical] cutoff date, see “The Contracts” in this prospectus.

Regional factors, including earthquakes, floods, hurricanes, unemployment, changes in governmental rules or fiscal policies or terrorist acts, may increase the delinquency or loss experience of the contracts.  For example, obligors located in California are more likely to be affected by certain hazards (such as earthquakes or widespread fires) than obligors located in other parts of the country, and the occurrence of a natural disaster in California may increase the delinquency or loan loss experience of the contracts related to obligors located in California.  In addition, obligors located in coastal states such as Florida are more likely to be affected by hurricanes than obligors located in other parts of the country.  Hurricanes can cause extensive and catastrophic physical damage in and to coastal and inland areas, including uninsured damage to motorcycles.  The damage caused by a hurricane, and the national, regional and local economic and other effects of that damage, may increase the delinquency or loan loss experience of the contracts related to the affected obligors.

Local and regional economic factors also impact the delinquency and loss experience of the contracts.  For example, a substantial downturn in the financial services industry, which is highly concentrated in the states of New York, New Jersey and Connecticut, in the oil and gas industry, which is concentrated in the state of Texas, in the automotive or steel industries, which are concentrated in the states of Michigan, Ohio and Pennsylvania, or in the natural gas industry, which is concentrated in the states of North Dakota and South Dakota, may reduce the income of obligors in those states and ultimately may reduce the related obligors’ ability to make timely payments on their contracts.  Similarly, the recent downturn in the housing industry, particularly in states or regions that have experienced high rates of foreclosure, has [reduced the income of obligors in those states or regions and ultimately] reduced such obligors’ ability to make timely payments on their contracts, causing increased defaults and delinquencies in those states and regions.

A withdrawal, downgrade or qualification of the initial ratings of the notes could adversely affect the market value of your notes and/or could limit your ability to resell your notes

The initial ratings given to the offered notes are not a recommendation to buy, sell or hold securities.  The ratings reflect the rating agency’s assessment of the creditworthiness of the contracts, the credit enhancement on the notes and the likelihood of repayment of the notes. There can be no assurance that the contracts and/or the notes will perform as expected or that the ratings will not be reduced, withdrawn or qualified in the future as a result of a change of circumstances, deterioration in the performance of the contracts, errors in analysis or other factors. A rating agency may change its rating of the offered notes at any time after the notes are issued if that rating agency believes that circumstances have changed or for other reasons in that rating agency’s discretion.  Additionally, adverse developments with respect to the seller or its affiliates, including adverse financial or operational developments at Harley-Davidson, Inc., could contribute to increased delinquencies or defaults on the contracts, which, in turn, could cause a rating agency to withdraw or downgrade its rating of the offered notes or could otherwise reduce the market value of the notes.  See “Risk Factors—Adverse events with respect to the seller, the servicer or their affiliates may affect the timing of payments on your notes or have other adverse effects on your notes” in this prospectus. None of the depositor, the sponsor or any of their affiliates will have any obligation to replace or supplement any credit enhancement or to take any other action to maintain any ratings on the notes. If the ratings on your notes are reduced, withdrawn or qualified, it could adversely affect the market value of your notes and/or limit your ability to resell your notes.

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The ratings on your notes may be lowered or withdrawn and the price at which you can resell your notes may decrease if the ratings on your notes decline

A rating is not a recommendation to purchase, hold or sell notes inasmuch as a rating does not comment as to market price or suitability for a particular investor.  A rating will reflect the rating agency’s assessment of the likelihood that the holders of the notes will receive payment of interest on the notes on each payment date and the payment of principal on the final scheduled payment date.  The ratings on the notes will not address the likelihood of an early return of invested principal.

Similar ratings on different types of notes do not necessarily mean the same thing.  You should analyze the significance of each rating independently from any other rating.  At any time, a rating agency may lower its ratings of the notes or withdraw its ratings entirely if, in the rating agency’s judgment, circumstances in the future so warrant.  If a rating assigned to any security is lowered or withdrawn for any reason, possible consequences include that you may not be able to resell your notes or that you may be able to resell them only at a substantial discount.  For more detailed information regarding the ratings assigned to any class of notes, see “Ratings of the Notes” in this prospectus.

The conflict of interest created by the sponsor’s payment of fees charged by the rating agencies for their rating services may affect the ratings of your notes, as well as other functions that the rating agencies perform relating to the notes, and the issuance of unsolicited ratings could adversely affect the market value of your notes and/or limit your ability to sell your notes

The sponsor has hired two rating agencies and will pay them a fee to assign ratings on the notes.  Securities and Exchange Commission (“SEC”) regulations define as a conflict of interest the arrangement where, as is the industry standard and the case with the ratings of the notes, the sponsor pays the fees charged by the rating agencies for their rating services.  This conflict of interest may affect the ratings that rating agencies hired by the sponsor assign to the notes and other functions that the rating agencies perform relating to the notes.  The rating agencies that the sponsor hired to rate the notes may revise or withdraw the ratings at any time, including as a result of a failure by the sponsor or the depositor to provide such rating agencies with information requested by the rating agencies or to comply with any of their respective obligations contained in the engagement letters with such rating agencies, such as the posting of information provided to the rating agencies hired by the sponsor to rate the notes on a website that is accessible by other nationally recognized statistical rating organizations, or “NRSROs”, that were not hired by the sponsor in connection with the issuance of the notes.

The sponsor has not hired any other NRSRO to assign ratings on the notes and is not aware that any other NRSRO has assigned or will assign ratings on the notes. However, under SEC rules, information that a sponsor (or another acting on the sponsor’s behalf) has provided to a rating agency that the sponsor hired for the purpose of assigning or monitoring the ratings on the notes must be available to each other NRSRO to make it possible for such other NRSROs to assign unsolicited ratings on the notes.  An NRSRO could assign a rating that the sponsor has not solicited at any time, including prior to the

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closing date, and none of the depositor, the sponsor, the underwriters or any of their affiliates will have any obligation to inform you of any unsolicited ratings that an NRSRO has assigned after the date of this prospectus.  NRSROs, including the rating agencies that the sponsor hired to rate the notes, have different methodologies, criteria, models and requirements. If any non-hired NRSRO assigns an unsolicited rating on the notes, there can be no assurance that such rating will not be lower than the ratings that the rating agencies that the sponsor hired to rate the notes have provided, which could adversely affect the market value of your notes and/or limit your ability to resell your notes. In addition, if the sponsor fails to make available to the non-hired NRSROs any information provided to any rating agency that the sponsor hired to rate the notes for the purpose of assigning or monitoring the ratings on the notes, a rating agency that the sponsor hired to rate the notes could withdraw its ratings on the notes, which could adversely affect the market value of your notes and/or limit your ability to resell your notes. Potential investors in the notes are urged to make their own evaluation of the creditworthiness of the contracts and the credit enhancement on the notes, and not to rely solely on the ratings on the notes.

Furthermore, the rating agencies have been and may continue to be under scrutiny by federal and state legislative and regulatory bodies for their roles in the recent financial crisis, and such scrutiny and any actions such legislative and regulatory bodies may take as a result may also have an adverse effect on your ability to resell your notes.

Future delinquency and loss experience of the contracts may be worse than the servicer’s historical experience

Presented in this prospectus is historical delinquency and loss experience and other information for the portfolio of contracts originated directly or indirectly by the seller and serviced by the servicer, consisting primarily of contracts relating to the retail purchase of new or used motorcycles purchased in the United States and U.S. territories and manufactured by Harley-Davidson and other manufacturers, as well as pools of similar contracts previously securitized by the sponsor (Harley-Davidson, Inc. and its subsidiaries are collectively referred to herein as “Harley-Davidson”). See “Delinquency and Loan Loss Information” in this prospectus.  Static pool information in respect of certain of the sponsor’s prior securitized pools of contracts is set forth in Annex II to this prospectus.  However, the actual delinquency and loss experience and other information for the contracts transferred to the [issuing entity][underlying trust] could be substantially worse.  For example, we believe our retail credit losses may increase over time due to changing consumer credit behavior and our efforts to increase prudently structured loan approvals to sub-prime borrowers, as well as actions that Harley-Davidson has taken and could take that impact motorcycle values, as we describe above and in the following paragraph.

If there are adverse circumstances, which may include decisions made by Harley-Davidson and/or its independent dealers with respect to new vehicle production, pricing and incentives, and inventory and sales practices relating to used motorcycles that result in a material decline in values of Harley-Davidson motorcycles, those circumstances or any related decline in resale values for Harley-Davidson motorcycles would result in reduced recoveries on repossessed motorcycles.  Furthermore, a deterioration in economic conditions could adversely affect the ability and willingness of obligors to meet their payment obligations under the contracts.  As a result, you may not receive interest and principal payments on your notes in the amounts and at the times you expect and the issuing entity may not have sufficient funds to pay all of the classes of notes in full.

Prepayments and potential losses may occur following acceleration of the notes

If the maturities of the notes are accelerated following an event of default resulting from a payment default or the insolvency of the issuing entity, the issuing entity will make no further distributions in respect of the Class B notes, Class C notes or Class D notes until the Class A notes are

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paid in full, no distributions in respect of the Class C notes or Class D notes until the Class B notes are paid in full, and no distributions in respect of the Class D notes until the Class C notes are paid in full.

If the maturities of the notes are accelerated following an event of default, the indenture trustee under certain circumstances may sell the trust assets [or cause the sale of the underlying trust’s assets].  In any such event, the proceeds from the sale of the trust assets may not be sufficient to pay all of the notes in full.

For example, if the maturity dates of the notes are accelerated following an event of default due to a payment default and the indenture trustee determines that the trust assets will not be sufficient on an ongoing basis to make all payments on the notes as the payments would have become due if the maturity dates of the notes had not been accelerated, the indenture trustee may sell the trust assets for an amount less than the aggregate outstanding principal amount of the notes with the consent of the holders of a majority of the outstanding principal amount of the controlling class.  In such event, the proceeds from the sale of the trust assets may not be sufficient to pay all of the notes in full.

An acceleration of the maturity of the notes may result in your receiving principal of your notes earlier than expected.  You may not be able to reinvest that amount at a rate of return that is equal to or greater than the rate of return on your notes.

You may experience reduced returns on your investment due to prepayments on the contracts, repurchases of the contracts, liquidations of defaulted contracts and early termination of the issuing entity

A higher than anticipated level of prepayments of the contracts or liquidations of defaulted contracts may cause an issuing entity to pay principal of your notes sooner than you expected.  Also, an issuing entity may pay principal of your notes sooner than you expected if the depositor repurchases, or the servicer purchases, contracts from the [issuing entity][underlying trust].  In addition, upon the occurrence of certain events of default, your notes may be accelerated and the contracts sold, resulting in an early repayment of principal of your notes.  You may not be able to reinvest the principal paid to you at yields that are equivalent to the yields on your notes; therefore, the ultimate return you receive on your investment in the notes may be less than the return you expected.

The contracts owned by the issuing entity may be prepaid, in full or in part, voluntarily or as a result of defaults, theft of or damage to the related motorcycles or for other reasons.  The depositor may repurchase contracts generally.  For example, the depositor may repurchase a contract if the sponsor determines in good faith that the representation and warranty of the seller may have been violated with respect to such contract, and that amendment of the terms of such contract could better ensure compliance with applicable laws.  The depositor will be required to repurchase a contract from the issuing entity if a breach of its representations and warranties relating to that contract materially and adversely affects the issuing entity’s interest in the contract and the depositor may be required to repurchase a contract based on the servicer’s determination that it may have breached its representation and warranty relating to compliance with consumer lending laws.  In either of those events, the seller will be obligated to repurchase the contract from the depositor.  In addition, the servicer may be required to purchase contracts from the [issuing entity][underlying trust] if it breaches its servicing obligations relating to those contracts as specified in the sale and servicing agreement.  The servicer may purchase all remaining contracts from the [issuing entity][underlying trust] when the pool balance of the contracts is less than 10% of the initial pool balance.

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We cannot fully predict the extent to which prepayments on the contracts by the related obligors will shorten the life of the notes.  The rate of prepayments on the contracts may be influenced by a variety of economic, social and other factors including:

·changes in obligor behavior;

·the level of interest rates;

·the level of casualty losses; and

·the overall economic environment.

We cannot assure you that prepayments on the contracts held by the issuing entity will conform to any historical experience.  We cannot predict the actual rates of prepayments which will be experienced on the contracts. You will bear all reinvestment risk resulting from prepayments on the contracts and the corresponding acceleration of payments on your notes.  See “Weighted Average Lives of the Notes” in this prospectus.

Excessive prepayments and defaults on contracts with higher contract interest rates may adversely affect your notes

Some of the contracts will have contract interest rates that are less than the interest rate on your notes plus various fees.  Payments on contracts with higher contract interest rates help compensate for the lower payments on contracts with lower contract interest rates.  Excessive prepayments and defaults on contracts with higher contract interest rates may adversely affect your notes by reducing the amounts available to make interest and principal payments on the notes.

[The yield supplement overcollateralization amount takes into account the mix of receivables by contract interest rate but there is no assurance that the yield supplement overcollateralization amount will be sufficient to pay all notes in full.]

Paid-ahead simple interest contracts may affect the weighted average life of the notes

Because the contracts are simple interest contracts, if an obligor makes a payment on the contract ahead of schedule, the weighted average life of the notes could be affected.  This is because the additional payment on a contract that is already current may be applied to reduce, at least in part, the principal balance of the related contract.  Obligors may not be required to make any scheduled payments during the period for which the contract was paid ahead.  During this period, interest will continue to accrue on the contract principal balance, but the contract would not be considered delinquent.  Furthermore, when an obligor resumes the required payments, they may be insufficient to cover the interest that has accrued since the last payment by that obligor.

Generally, paid-ahead payments shorten the weighted average lives of the notes when the paid-ahead amount is applied to the payment of principal of the notes; however, in certain circumstances the weighted average lives of the notes may be extended.  In addition, liquidation proceeds will be applied first to reimburse any advances made by the servicer.  Therefore, to the extent the servicer makes advances on a paid-ahead simple interest contract which subsequently goes into default, the loss on this contract may be larger than would have been the case had advances not been made.

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The seller’s portfolio of contracts has historically included simple interest contracts that have been paid-ahead by one or more scheduled monthly payments.  We cannot predict the number of contracts which may become paid-ahead contracts or the amount of scheduled payments which may be paid ahead.

Potential losses on the notes are likely to be higher for contracts originated under certain incentive financing programs

Certain contracts contain incentive financing terms offered by Eaglemark Savings Bank or the seller.  Certain of these financing terms may increase the risk of potential losses on such contracts.  For example, a contract may have been originated without requiring the obligor to make a down payment on the purchase price of the motorcycle.  As a result, if an obligor elects to make no down payment under such a program, the principal balance of such contract will be higher than would have been the case had the obligor made a down payment on the purchase price of the motorcycle.  Accordingly, the principal balance of the related contract relative to the value of the motorcycle will be greater than would have been the case had the obligor made a down payment.  In addition, an obligor who has not paid any of his or her own funds for the purchase of a motorcycle may be more likely to default for that reason.  The frequency and severity of losses on such contracts are generally higher than the frequency and severity of losses on contracts in which the obligor made a down payment on the purchase price of the motorcycle.

In addition, a contract may provide that the first payment is deferred for a specified period.  The deferral period for the first payment generally may be up to 120 days, although in certain limited instances a contract may provide for a deferral period of up to 210 days.  See “The Contracts—Characteristics of the Contracts” in this prospectus.  The obligor on a contract with a deferred first payment is entitled to use the motorcycle during the deferral period.  Accordingly, the value of the motorcycle may be reduced during the deferral period without any reduction of the principal balance of the related contract.  Thus, on the date on which the first payment is due on a contract with a deferred first payment, the principal balance of the related contract relative to the value of the motorcycle will be greater than would have been the case had the first payment on the contract not been deferred.  The frequency and severity of losses on contracts with a deferred first payment will depend, in part, on the length of the deferral period and may be higher than the frequency and severity of losses on contracts without a deferred first payment.

The servicer’s discretion over the servicing of the contracts may impact the amount and timing of funds available to make payments on the notes

The servicer has discretion in servicing the contracts, including the ability to grant payment extensions and to determine the timing and method of collection and liquidation procedures as described in “The Contracts—Servicing and Collections” and “Description of the Transfer and Servicing Agreements” in this prospectus.  The manner in which the servicer exercises that discretion could have an impact on the amount and timing of receipts by the issuing entity from the contracts.  If servicing procedures do not maximize the receipts from the contracts, you may experience losses or delays in payment on your notes.

The servicer may permit an extension on payments due on contracts on a case-by-case basis or as part of a program or promotion.  Any of these extensions may extend the maturity of the contracts and increase the weighted average life of the notes.  The weighted average life and yield on your notes may be adversely affected by extensions on the contracts.  However, the servicer may be required to purchase the contract from the issuing entity if it extends the term of the contract beyond the latest final scheduled maturity date for the notes.  The servicer may permit extensions as part of a program or promotion for

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reasons that benefit the seller or the servicer and these extensions may not benefit you as a noteholder.  The servicer will be entitled to retain any fees that an obligor pays to receive an extension.

Commingling of collections could result in reduced payments to you

If it meets certain conditions set forth in the sale and servicing agreement, the servicer may hold collections it receives from the obligors on the contracts with its own funds until the day prior to the next date on which distributions will be made on the notes.  If the servicer does not pay these amounts to the issuing entity when required to do so, the issuing entity may be unable to make the payments owed on your notes.  In the event the servicer were to become a debtor in a bankruptcy case, the issuing entity may not have a perfected security interest in these collections.  In either case, you may suffer losses on your investment.

Adverse events with respect to the seller, the servicer or their affiliates may affect the timing of payments on your notes or have other adverse effects on your notes

Adverse events with respect to HDCC, as the seller or the servicer, or its affiliates may result in servicing disruptions or reduce the market value of your notes.  Adverse financial or operational developments with respect to the servicer could result in lower service levels relating to the contracts, including a reduction of collection activity, which could lead to an increase in delinquencies and credit losses.  In the event of a termination and replacement of the servicer, there may be some disruption of the collection activity with respect to delinquent contracts and therefore delinquencies and credit losses could increase.  The seller is required to repurchase certain contracts that do not comply with representations and warranties made by it (for example, representations relating to the compliance of the contracts with applicable laws), and the servicer may be required to purchase contracts if it breaches its servicing obligations with respect to those contracts.  If the seller or servicer is unable to purchase any of such contracts and make the related payment to the issuing entity, investors could suffer losses.

In addition, adverse financial or operational developments with respect to sellers and servicers in asset-backed securities transactions or their affiliates have in some cases also resulted in a reduction in the market value of the related asset-backed securities.  HDCC is an indirect wholly-owned subsidiary of Harley-Davidson. Although Harley-Davidson is not guaranteeing the obligations of the issuing entity, to the extent Harley-Davidson faces financial or operational difficulties, such events may reduce the market value of Harley-Davidson motorcycles.  A material decline in values of Harley-Davidson motorcycles would result in reduced recoveries on repossessed motorcycles. Because approximately [  ]% of the aggregate principal balance of all contracts (as of the [statistical] cutoff date) relate to Harley-Davidson motorcycles, such a circumstance could result in losses or delays in payment of your notes.

Credit enhancement may not be sufficient to prevent losses, and the targeted amount of overcollateralization or reserve fund [and risk retention reserve account] balance may not be maintained

The credit enhancement provided by overcollateralization, the subordination of certain classes of notes to certain other classes, and the reserve fund may not be sufficient to prevent losses from delinquencies and defaults on contracts.

The targeted amount of overcollateralization is expected to be maintained over time, and the reserve fund [and risk retention reserve account] will [each] be funded at its required level on the closing date. There can be no assurance, however, that the contracts will generate sufficient collections to maintain the targeted amount of overcollateralization, to maintain the balance of the reserve fund at its required level, or to pay the notes in full.

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The payment priorities increase the risk of loss or delay in payment to certain classes of notes

The issuing entity will pay interest on the Class A notes prior to paying interest on the Class B notes, Class C notes, and Class D notes and, in some circumstances, the issuing entity will pay principal of the Class A notes prior to paying interest on the Class B notes, Class C notes and Class D notes.  The issuing entity will pay interest on the Class B notes prior to paying interest on the Class C notes and Class D notes and, in some circumstances, the issuing entity will pay principal of the Class A notes and Class B notes prior to paying interest on the Class C notes and Class D notes.  The issuing entity will pay interest on the Class C notes prior to paying interest on the Class D notes and, in some circumstances, the issuing entity will pay principal of the Class A notes, Class B notes and Class C notes prior to paying interest on the Class D notes.  Unless the notes have been accelerated following an event of default, the issuing entity will pay principal of the classes of Class A notes in numerical order (and pro rata between the fixed rate and floating rate tranches of any class, if applicable) until each class of Class A notes has been paid in full.  In all cases, the issuing entity will pay principal of the Class A-1 notes before any other Class A notes, will pay principal of all classes of Class A notes before paying principal of the Class B notes, Class C notes and Class D notes, will pay principal of the Class B notes before paying principal of the Class C notes and Class D notes and will pay principal of the Class C notes before paying principal of the Class D notes.  If the notes have been accelerated following an event of default, the issuing entity will not pay principal of the Class A-2 notes, Class A-3 notes and Class A-4 notes in numerical order; instead, the issuing entity will pay principal of the Class A-2 notes, Class A-3 notes and Class A-4 notes, pro rata, based on their outstanding principal amounts, after the Class A-1 notes are paid in full.

The sequential payment of principal in respect of the Class A notes and the subordination of the Class B notes, Class C notes and Class D notes to the Class A notes means that the classes of Class A notes having later payment rights and the Class B notes, Class C notes and Class D notes are more likely to suffer the consequences of delinquent payments and defaults on the contracts than the classes of notes having prior principal payment rights.  See “Payments to the Noteholders—Distributions” in this prospectus.

The holders of the subordinated classes of notes will have limited control with respect to certain issuing entity actions that could conflict with the interests of the holders of the senior classes of notes

Because the issuing entity has pledged the property of the issuing entity to the indenture trustee to secure payment on the notes, the indenture trustee, acting at the direction of the holders of [a majority] of the outstanding principal amount of the controlling class, has the power to direct the issuing entity to take certain actions in connection with the property of the issuing entity.  Furthermore, the holders of a majority of the outstanding principal amount of the controlling class, or the indenture trustee acting on behalf of the holders of the controlling class, under certain circumstances, has the right to terminate the servicer as the servicer of the contracts without consideration of the effect such termination would have on the holders of any other class of notes.  In addition, the holders of a majority of the outstanding principal amount of the controlling class will have the right to waive certain events of default with respect to the servicer, without consideration of the effect such waiver would have on the holders of any other class of notes.  The controlling class will be the Class A notes (voting as a single class) until they are paid in full.  If the Class A notes are paid in full but the Class B notes are outstanding, the controlling class will be the Class B notes.  If the Class A notes and the Class B notes are paid in full but the Class C notes are outstanding, the controlling class will be the Class C notes.  If the Class A notes, Class B notes and the Class C notes are paid in full but the Class D notes are outstanding, the controlling class will be the Class D notes.  See “Description of the Transfer and Servicing Agreements—Servicing—Servicer Default” and “—Rights Upon Servicer Default” and “Description of the Notes and the Indenture—Voting Rights” in this prospectus.

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Interests of other persons in the contracts or the financed motorcycles could reduce the funds available to make payments on your notes

A person could acquire an interest in a contract that is superior to [those of the issuing entity and the indenture trustee][that of the underlying trust].  The seller’s accounting records and computer systems will be marked to reflect the sales of the contracts to the depositor and the [issuing entity (and the pledge of the contracts to the indenture trustee)][underlying trust], but the servicer (or a third-party service provider acting on behalf of the servicer) will retain possession and control of the contracts.  The paper contracts will not be marked to indicate that they have been sold to the [issuing entity or pledged to the indenture trustee][underlying trust].  The electronic contracts will be marked to indicate that they have been sold to the issuing entity, but will not be marked to indicate that they have been pledged to the indenture trustee.  In order to protect the [issuing entity’s][underlying trust’s] ownership interest [and the indenture trustee’s security interest] in the contracts, the depositor will file UCC-1 financing statements with the appropriate governmental authorities to give notice of the [issuing entity’s][underlying trust’s] ownership of[, and the indenture trustee’s security interest in,] the contracts.

Some of the contracts are originated electronically or will otherwise be classified as “electronic chattel paper” under the Uniform Commercial Code.  As described under “The Sponsor, Seller, Servicer and Administrator— Electronic Contracting” in this prospectus, Eaglemark Savings Bank, HDCC, the depositor, and the [issuing entity][underlying trust] originate, transfer, store, and maintain custody of these contracts in electronic form through one or more third-party hosts’ technology systems (the “e-contracts system”). The e-contracts system is designed to satisfy the Uniform Commercial Code’s requirements for “control” of electronic chattel paper (within the meaning of §9-105 of the Uniform Commercial Code).

The sale and servicing agreement will obligate the servicer to maintain the perfection of the [issuing entity’s][underlying trust’s] ownership interest in the contracts, but the authoritative copies of the electronic contracts may not be transmitted to or maintained by the [issuing entity][underlying trust].  If a person purchases or takes a security interest in contracts, for value in the ordinary course of its business, and obtains possession of the paper contracts, or obtains control of the electronic contracts, without actual knowledge that the purchase violates the rights of the [issuing entity][underlying trust], that person will acquire an interest in the contracts superior to the interests of the [issuing entity and the indenture trustee][underlying trust].  In that event, some or all of the collections on the contracts may not be available to make payments on the notes.

The [issuing entity and the indenture trustee][underlying trust] could lose possession of a paper contract or control over an electronic contract through fraud, forgery, negligence or error (or, in the case of electronic contracts, as a result of a computer virus or a weakness in or failure of the e-contracts system). There can be no assurance that the e-contracts system will perform as represented to the servicer in maintaining the systems and controls required to provide assurance that the servicer maintains control over an electronic contract. In that event, there may be delays in obtaining copies of the electronic contract or confirming ownership and control of the electronic contract.  There is a risk that the e-contracts system employed to maintain control of the electronic contracts may be insufficient under applicable law to give the [issuing entity][underlying trust] an interest in the electronic contracts that is perfected by control.

A person could also acquire an interest in a financed motorcycle that is superior to [those of the issuing entity and the indenture trustee][that of the underlying trust] because of the failure to identify the issuing entity as the secured party on the related certificate of title.  The seller will assign its security interests in the financed motorcycles to the depositor, and the depositor will assign its security interests in

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the financed motorcycles to the [issuing entity][underlying trust].  The seller’s assignment to the depositor and the depositor’s subsequent assignment to the [issuing entity][underlying trust] are subject to state vehicle registration laws.  These registration laws generally require that the secured party’s name appear on the certificate or similar registration of title in order for the secured party’s security interest to be perfected.  To facilitate servicing and reduce administrative costs, the servicer (or a third-party service provider acting on behalf of the servicer) will continue to hold the certificates of title for the financed motorcycles (where state law provides for lienholders to do so) and will not endorse or otherwise amend the certificates of title to identify the [issuing entity][underlying trust] as the new secured party.  In most states, the [issuing entity][underlying trust], as assignee of a contract, will have the benefits of the first-priority security interest in the related financed motorcycle obtained by Eaglemark Savings Bank or the seller, even though the [issuing entity][underlying trust] is not listed on the certificate of title as a secured party.  However, the [issuing entity][underlying trust] may not have a perfected security interest in the financed motorcycles in certain states because the certificates or similar registrations of title will not be amended to reflect the assignment of the security interests in the financed motorcycles to the [issuing entity][underlying trust].  If the [issuing entity][underlying trust] does not have a perfected security interest in a financed motorcycle, its ability to realize on the financed motorcycle following an obligor default would be adversely affected.  In addition, because the [issuing entity][underlying trust] will not be identified as the secured party on any certificate of title or similar registration of title, the security interest of the [issuing entity][underlying trust] in the motorcycles may be defeated through fraud, forgery, negligence or error.

In addition, the holders of some types of liens, such as tax liens or mechanics liens, may have priority over the [issuing entity’s][underlying trust’s] security interest in the financed motorcycles.  The [issuing entity][underlying trust] also may lose its security interest in a financed motorcycle that is confiscated by the government.

In the event that the [issuing entity][underlying trust] must rely upon repossession and sale of the financed motorcycle securing a defaulted contract to recover amounts due on the defaulted contract, the issuing entity’s ability to realize upon the financed motorcycle would be limited by the failure to have a perfected security interest in the financed motorcycle or the existence of a senior security interest in the financed motorcycle.  In this event, you may be subject to delays in payment and may incur losses on your investment in the notes as a result of defaults or delinquencies by obligors.  See “Legal Aspects of the Contracts—Security Interests” in this prospectus.

Limitations on enforceability of security interests in the financed motorcycles may hinder the issuing entity’s ability to realize the value of the financed motorcycles

State law limitations on the enforceability of security interests and the manner in which a secured party may dispose of collateral may limit or delay the issuing entity’s ability to obtain or sell the financed motorcycles.  In particular, some jurisdictions require that the obligor be notified of the default and be given a period of time within which it may cure the default prior to or after repossession. This could reduce or delay the availability of funds to make payments on your notes.

Repurchase obligations of the depositor and the seller provide you only limited protection against prior liens on the contracts

Federal or state law may grant liens on the contracts that have priority over the [issuing entity’s][underlying trust’s] interest.  If the creditor associated with any prior lien on a contract exercises its remedies, the cash proceeds from the contract and related financed motorcycle available to the issuing entity will be reduced.  In that event, there may be a delay or reduction in payments to you.  An example of a lien arising under federal or state law is a tax lien on property of the seller or depositor arising prior

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to the time a contract is conveyed to the [issuing entity][underlying trust].  Such a tax lien would have priority over the interest of the [issuing entity][underlying trust] in the contracts. In addition, a mechanic’s lien could arise based upon work done on a financed motorcycle.  In any such event, unless and until the depositor or seller repurchases the contract as a result of breaches of representations or warranties, payments could be delayed or reduced.

The seller will represent and warrant to the depositor, and the depositor will represent and warrant to the [issuing entity][underlying trust], that there are no prior liens on the contracts.  The seller will also represent and warrant to the depositor, and the depositor will represent and warrant to the [issuing entity][underlying trust], that it will not grant any lien on the contracts.  If those representations and warranties are not true as to any contract and the breach materially and adversely affects the [issuing entity’s][underlying trust’s] interest in the contract, the depositor will be obligated to repurchase the contract from the [issuing entity][underlying trust] and the seller will be required to repurchase the contract from the depositor.  There can be no assurance that the depositor or the seller will be able to repurchase a contract at the time when it is required to do so.  In addition, there are certain types of liens the existence of which would not constitute a breach of the representations or warranties of the seller or the depositor.

Bankruptcy of one or more obligors may reduce or delay collections on the contracts, and the sale of financed motorcycles relating to defaulting obligors may be delayed or may not result in complete recovery of amounts due

Bankruptcy and insolvency laws may increase the risk of loss on the contracts of obligors who become subject to bankruptcy proceedings.  Those laws could result in the write-off of contracts of bankrupt obligors or result in delay in payments due on the contracts.  For example, if the obligor becomes bankrupt or insolvent, the issuing entity may need the permission of a bankruptcy court to obtain and sell its collateral.  As a result, you may be subject to delays in receiving payments, and you may also suffer losses if available credit enhancement for losses is insufficient.  See “Legal Aspects of the Contracts—Certain Bankruptcy Considerations.”

Contracts that fail to comply with consumer protection laws may be unenforceable, which may result in losses on your investment

The contracts are consumer contracts subject to many federal and state consumer protection laws. If any of the contracts do not comply with one or more of these laws, the servicer may be prevented from or delayed in collecting amounts due on the contracts. If that happens, unless and until the depositor or seller repurchases the contract as a result of breaches of representations or warranties, payments on the notes could be delayed or reduced.  See “Legal Aspects of the Contracts—Consumer Protection Laws” in this prospectus.

Each of the depositor and HDCC will make representations and warranties relating to the contracts’ compliance with law and the enforceability of the contracts. If there is an uncured breach of any of these representations or warranties that materially and adversely affects the interests of the issuing entity in the related contract, the issuing entity’s sole remedy will be to require the depositor and HDCC to repurchase the affected contract.

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The seller, the servicer and their affiliates must comply with governmental laws and regulations that are subject to change and uncertainty and could involve significant costs

HDCC, as the seller and the servicer of the contracts, and its affiliates are governed by various foreign, federal and state laws that specifically affect general financial and lending institutions. The Dodd-Frank Wall Street Reform and Consumer Protection Act of 2010 (the “Dodd-Frank Act”) significantly affects the financial services industry, including consumer lending and securitization of financial assets.  The financial services industry generally, and securitization markets in particular, are and will be subject to increased regulation, such as additional disclosure and other obligations, as well as restrictions on pricing and enforcement proceedings.

For example, regulations implementing the Dodd-Frank Act will require securitizers or originators to retain an economic interest in a portion of the credit risk for any asset that they securitize or originate. The Dodd-Frank Act gives broader powers to the SEC to regulate credit rating agencies and their activities.  The Dodd-Frank Act also created the Consumer Financial Protection Bureau (the “CFPB”) with extensive rulemaking and enforcement authority over consumer finance businesses.

In addition, the Dodd-Frank Act gives the FDIC authority to act as receiver of certain financial companies and their affiliates in specific situations under the Dodd-Frank Act’s orderly liquidation authority provisions. No assurances can be given that these provisions would not apply to HDCC or its affiliates, including the depositor and the issuing entity, or, if they were to apply, would not result in a repudiation of any agreement to which the entity in receivership was a party, or in the recovery of any contracts transferred under any such agreement. Application of these provisions (including regulations which the FDIC may adopt in the future) could result in delays in payments on the notes or in reductions of amounts available to make payments on the notes. See “Legal Aspects of the Contracts—Dodd-Frank Act Orderly Liquidation Authority Provisions” in this prospectus.

Compliance with applicable law can be costly and can affect operating results because new forms, processes, procedures, controls and infrastructure can from time to time be required to comply with new requirements.  Compliance can create operational constraints and place limits on pricing.  The failure to comply could result in significant statutory civil and criminal penalties, monetary damages, attorneys’ fees and costs, possible revocation of licenses and damage to reputation, brand and valued customer relationships.

Many provisions of the Dodd-Frank Act are required to be implemented through rulemaking by the applicable federal regulatory agencies, and many of these rules have yet to be finalized or to become effective.  Therefore, the full impact of the Dodd-Frank Act on the financial markets and their participants, and on the securitization market in particular, will not be known until the applicable agencies have completed their rulemaking and market participants have implemented the rules.  No assurance can be given that the Dodd-Frank Act and the regulations that implement it, or the imposition of additional regulations, will not have a significant adverse impact on the issuing entity, the depositor or HDCC, as sponsor, seller and/or servicer, including on the servicing of the contracts or on the regulation and supervision of HDCC and/or its affiliates generally, or on the price that a subsequent purchaser would be willing to pay for the notes.

Additionally, various federal and state governmental agencies have instituted and may in the future institute programs to assist consumers during an economic downturn.  It is possible that any such programs and related legislation could affect an obligor’s contract, resulting in the reduction of an obligor’s obligations under its contract or the diminution of a creditor’s rights under a contract.  If a contract is impacted in this fashion, you may not receive interest and principal payments on your notes in the amounts and at the times you expect and the issuing entity may not have sufficient funds to pay all of the classes of notes in full.

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A new rule that expands the scope of the CFPB’s supervisory authority to include non-bank larger participants in the vehicle financing market became effective on August 31, 2015, giving the CFPB supervisory authority over the seller. The rule allows the CFPB to conduct comprehensive and rigorous on-site examinations that could result in enforcement actions, fines, regulatorily mandated process, procedure or product-related changes or consumer refunds, or other actions.  Additionally, the CFPB, the Federal Trade Commission, and the Department of Justice have announced various enforcement actions against lenders involving significant penalties, cease and desist orders, and similar remedies that, if applicable to products, services and operations of the nature offered by consumer vehicle finance providers, may require all providers, including us, to cease or alter certain business practices, which could have a material adverse effect on our financial condition and results of operations.

The CFPB has also been conducting fair lending examinations and investigations of vehicle financiers and their dealer participation policies and other compensation practices. Although the impact of CFPB oversight on the business of the seller, the depositor, and their affiliates remains uncertain, it appears that the CFPB is increasing its focus on vehicle finance providers. Additionally, the CFPB has with more frequency begun relying on the implementation of enforcement actions as a medium for effecting changes in policy, rather than through the rulemaking process.  This method of policymaking lends itself to greater uncertainty as to the scope of certain expected policy shifts, as well as the schedule on which such changes in policy are implemented.

If a bankruptcy court determines that the transfer of contracts from the motorcycle dealers to the seller, from the seller to the depositor or from the depositor to the [issuing entity][underlying trust] was not a true sale, or if a conservator or receiver were appointed for Eaglemark Savings Bank, then payments on the contracts could be delayed resulting in losses or delays in payments on your notes

If the seller or the depositor were to become a debtor in a bankruptcy case, creditors of that party, or that party acting as debtor-in-possession, may assert that the transfer of the contracts was ineffective to remove the contracts from that party’s estate, because the transfer was in substance a secured loan rather than a sale.  In that case, the distribution of payments on the contracts to the [issuing entity][underlying trust] might be subject to the automatic stay provisions of the United States Bankruptcy Code.  This would delay payments on your notes for an uncertain period of time.  Furthermore, reductions in payments under the contracts to the issuing entity may result if the bankruptcy court were to rule in favor of the creditors or the debtor-in-possession.  In either case, you may experience delays or reductions in payments on your notes.  In addition, a bankruptcy trustee would have the power to sell the contracts if the proceeds of the sale could satisfy the amount of the loan deemed owed by the seller or the depositor, as the case may be.  The bankruptcy trustee could also substitute other collateral in lieu of the contracts to secure the loan.  Additionally, the bankruptcy court could adjust the debt if the seller or the depositor were to file for reorganization under Chapter 11 of the United States Bankruptcy Code.  Any of these actions could result in losses or delays in payments on your notes.  The motorcycle dealers and the seller will each represent and warrant that its conveyance of the contracts is a valid sale and transfer of the contracts.  See “Legal Aspects of the Contracts—Certain Bankruptcy Considerations.”

If Eaglemark Savings Bank becomes insolvent, is in an unsound condition, violates its bylaws or regulations or engages in similar activity, the Federal Deposit Insurance Corporation (“FDIC”) could be appointed as conservator or receiver for Eaglemark Savings Bank. In a receivership or conservatorship of Eaglemark Savings Bank, the FDIC as receiver or conservator could, among other things, repudiate the transfer of contracts to the seller.  FDIC regulations limit the FDIC’s potential use of any of its repudiation powers in the context of securitization transactions, so long as certain conditions are satisfied.  Sales of contracts pursuant to the bank sale and participation agreement between Eaglemark Savings Bank and the seller are effected on a daily basis in the ordinary course of business of Eaglemark Savings

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Bank.  Eaglemark Savings Bank sells all of its right, title and interest in each contract to the seller.  Both Eaglemark Savings Bank and the seller treat each transfer of a contract as an absolute sale to the seller, without recourse, and each transfer is accounted for as a “sale” under generally accepted accounting principles (“GAAP”).  The seller will determine which contracts are to be included in the transfers to the depositor and the issuing entity.  Since the seller is not itself an FDIC-insured bank, the transfers will not be structured to fall under any of the FDIC regulations or safe harbors.

If the FDIC were to take the position that the FDIC regulations, or other statutory or regulatory requirements applicable to the transactions, were not satisfied or otherwise applied to the transfers of the contracts from Eaglemark Savings Bank to the seller, the FDIC as conservator or receiver might attempt to repudiate or disaffirm the bank sale and participation agreement and limit claims of the issuing entity for such repudiation to “actual direct compensatory damages.”  In addition, the [issuing entity][underlying trust] could be stayed from enforcing its security interest or exercising any control over the contracts without the consent of the FDIC for a period of 45 days (in the case of a conservatorship) or 90 days (in the case of a receivership), and the FDIC may require the [issuing entity][underlying trust] to go through the administrative claims procedure established by the FDIC in order to establish its rights to payments on the contracts.

Applicable law does not define “actual direct compensatory damages.”  However, these damages do not include damages for lost profits or opportunity, and no damages would be paid for the period after the date of the appointment of the FDIC as conservator or receiver. The FDIC could delay its decision whether to recognize Eaglemark Savings Bank’s transfer of the contracts for a reasonable period following its appointment as conservator or receiver.  Additionally, the issuing entity could be limited to seeking recovery based upon the obligation of the seller to repurchase contracts for which it did not have good and marketable title.  Any of these actions could result in losses or delays in payments on your notes. See “Legal Aspects of the Contracts— Bank Insolvency.”

If a bankruptcy court decides to consolidate the assets and liabilities of the depositor and the seller, payments on the contracts could be delayed, resulting in losses or delays in payments on the notes

If the seller were to become a debtor in a bankruptcy case, a creditor or the seller acting as debtor-in-possession could request a bankruptcy court to order that the seller’s assets and liabilities be substantively consolidated with the depositor’s assets and liabilities.  If the bankruptcy court consolidated the assets and liabilities of the seller and the depositor, delays and possible reductions in the amounts of payments on your notes could occur.  See “Legal Aspects of the Contracts—Certain Bankruptcy Considerations.”

[The rating of a [swap][cap] counterparty may affect the ratings of the notes

The rating agencies hired by the sponsor to rate the notes will consider the provisions of the [swap][cap] agreement and the debt rating of the [swap][cap] counterparty.  If a rating agency downgrades the debt rating of the [swap][cap] counterparty, it may downgrade the rating of the notes.  In such an event, you may not be able to resell your notes or you may be able to resell them only at a substantial discount.

Risks associated with the interest rate [swap][cap] agreement could result in delays or reductions on the principal and interest payments on your notes

The issuing entity may enter into an interest rate [swap][cap] under an interest rate [swap][cap] agreement for each class of floating rate notes because the contracts owned by the [issuing

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entity][underlying trust] bear interest at fixed rates while the floating rate notes will bear interest at a floating rate based on one-month LIBOR.

During those periods in which the floating rate payable by the [swap][cap] counterparty in respect of an interest rate [swap][cap] is substantially greater than the fixed rate payable by the issuing entity in respect of such interest rate [swap][cap], the issuing entity will be more dependent on receiving payments from the [swap][cap] counterparty in order to make payments on the notes.  If the [swap][cap] counterparty fails to make a payment in respect of an interest rate [swap][cap], you may experience delays and/or reductions in the interest and principal payments on your notes.

During those periods in which the floating rate payable by the [swap][cap] counterparty in respect of an interest rate [swap][cap] is less than the fixed rate payable by the issuing entity in respect of that interest rate [swap][cap], the issuing entity will be obligated to make a payment to the [swap][cap] counterparty.  The issuing entity’s obligation to make payments to the [swap][cap] counterparty is secured by the issuing entity’s property.

Generally, the [swap][cap] counterparty’s right to receive a net [swap][cap] payment will be higher in priority than all payments on the notes.  If a net [swap][cap] payment is due to the [swap][cap] counterparty on a payment date and there are insufficient collections on the contracts and insufficient funds on deposit in the reserve fund [and risk retention reserve account] to make such net [swap][cap] payment and to make payments of interest on and principal of the notes, you may experience delays and/or reductions in the interest and principal payments on your notes.

In addition, if an interest rate [swap][cap] terminates as described in this prospectus in “Description of the Notes and the Indenture—Credit Enhancement—Interest Rate [Swap][Cap]”, a termination payment may be due to the [swap][cap] counterparty.  That termination payment would be made by the issuing entity out of funds that would otherwise be available to make payments on the notes and would be equal in priority to payments of interest on the Class A notes and senior to all other payments on the notes, unless the [swap][cap] counterparty is the “defaulting party” or the “sole affected party” (other than in connection with a “tax event” or “illegality,” as defined in the interest rate [swap][cap] agreement) under the interest rate [swap][cap] agreement, in which case the termination payment would be subordinate to payments on the notes.  The amount of any termination payment will be based on the market value of the interest rate [swaps][caps] at the time of termination.  The amount of the termination payment could be substantial if market interest rates and other conditions have changed materially since the issuance of the notes.  In that event, you may experience delays or reductions in interest and principal payments on your notes.  Conversely, if the interest rate [swaps][caps] are terminated and the [swap][cap] counterparty fails to make a termination payment owed to the issuing entity under the interest rate [swap][cap] agreement, the issuing entity may not be able to enter into a replacement interest rate [swap][cap] agreement.  If this occurs, higher interest rates on the floating rate notes could result in collections on the contracts and funds on deposit in the reserve fund [and risk retention reserve account] being insufficient to make payments of principal of and interest on your notes.

Distributions on the notes depend in part on the payments to be received from the [swap][cap] counterparty.  As a result, distributions on the notes will be subject to the credit risk of the [swap][cap] counterparty.  If a credit rating of the [swap][cap] counterparty is reduced or withdrawn and the [swap][cap] counterparty fails to post required collateral or a substitute [swap][cap] counterparty (or a guarantor of the [swap][cap] counterparty’s payment obligations with acceptable credit ratings) is not obtained in accordance with the terms of the interest rate [swap][cap] agreement, the ratings of the notes may be qualified, reduced or withdrawn.  As a result, the value and marketability of the notes may be adversely affected.  See “Risk Factors—The rating of a [swap][cap] counterparty may affect the ratings of the notes” in this prospectus.

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Investors in the notes should note that the long-term senior debt ratings of the [swap][cap] counterparty are currently “[      ]” by Standard & Poor’s, “[      ]” by Moody’s and “[      ]” by Fitch.]

The notes may not be suitable investments for all investors

The notes may not be a suitable investment for any investor that requires a regular or predictable schedule of principal payments.  We suggest that only investors who, either alone or with their financial, tax and legal advisors, have the expertise to analyze the prepayment, reinvestment and default risks, the tax consequences of an investment and the interaction of these factors consider purchasing the notes.

[Risks associated with unknown allocation between the Class A-2 notes

The allocation of the principal balance between the Class A-2a notes and the Class A-2b notes may not be known until the day of pricing. Therefore, investors should not expect further disclosure of these matters prior to their entering into commitments to purchase these classes of notes.

As the allocated principal balance of the floating rate Class A-2b notes is increased (relative to the corresponding Class A-2a fixed rate notes), there will be a greater amount of floating rate securities issued by the issuing entity, and therefore the issuing entity will have a greater exposure to increases in the floating rate payable on the floating rate notes.

Because the aggregate amount of Class A-2 notes is fixed as set forth on the cover of this prospectus, the division of the aggregate Class A-2 principal balance between the Class A-2a notes and the Class A-2b notes may result in one of such classes being issued in only a very small principal amount, which may reduce the liquidity of such class of notes.]

[The issuing entity will issue floating rate notes, but the issuing entity will not enter into any interest rate [swaps][caps] and you may suffer losses on your fixed rate notes or your floating rate notes if interest rates rise

The contracts owned by the [issuing entity][underlying trust] bear interest at a fixed rate while the floating rate notes will bear interest at a floating rate based on one-month LIBOR plus the applicable spread.  Even though the issuing entity will issue floating rate notes, it will not enter into any interest rate [swaps][caps] or other derivative transactions in connection with the issuance of the notes.

If the floating rate payable by the issuing entity is substantially greater than the fixed rate received under some or all of the contracts because market interest rates rise or other conditions change materially after the issuance of the notes, the issuing entity may not have sufficient funds to make payments on the notes, and you may experience delays or reductions in the interest and principal payments on your notes.

The issuing entity will make payments on the floating rate notes out of its generally available funds — not solely from funds that are dedicated to the floating rate notes.  Therefore, an increase in the amount of interest payable on the floating rate notes as a result of an increase in one-month LIBOR would reduce the amounts available for distribution to holders of all notes, not just the holders of the floating rate notes.]

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Because the offered notes are in book-entry form, your rights can only be exercised indirectly

Because the offered notes will be issued in book-entry form, you will be required to hold your interest in the notes through The Depository Trust Company (“DTC”) in the United States[, or Clearstream, Luxembourg,] or the Euroclear System in Europe. Transfers of interests in the offered notes must therefore be made in accordance with the rules and operating procedures of those systems.  So long as the offered notes are in book-entry form, you will not be entitled to receive a physical note representing your interest.  The offered notes will remain in book-entry form except in the limited circumstances described under the caption “Description of the Notes and the Indenture—Certain Information Regarding the Notes—Book-Entry Registration” and “—Issuance of Definitive Notes” in this prospectus.  Unless and until the offered notes cease to be held in book-entry form, you will only be able to exercise the rights of noteholders indirectly through DTC, if in the United States, and its participating organizations, or Clearstream or Euroclear, in Europe, and their participating organizations. See “Description of the Notes and the Indenture—Certain Information Regarding the Notes—Noteholder Communication” and “—Book Entry Registration.” Holding the offered notes in book-entry form could also limit your ability to pledge your notes to persons or entities that do not participate in DTC, Clearstream or Euroclear and to take other actions that require a physical note.

Interest on and principal of the offered notes will be paid by the issuing entity to DTC as the holder of record of the notes while they are held in book-entry form.  DTC will credit payments received from the issuing entity to the accounts of its participants which, in turn, will credit those amounts to noteholders either directly or indirectly through indirect participants.  This process may delay your receipt of principal and interest payments from the issuing entity.

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The Issuing Entity

General

Harley-Davidson Motorcycle Trust [             ] is a statutory trust formed under the laws of the State of Delaware pursuant to a trust agreement between the depositor and the owner trustee for the purpose of entering into the transactions described herein.  After its formation, the issuing entity will engage in only a limited set of activities.  The issuing entity’s activities are limited to:

·[If no underlying trust utilized with respect to issuance:] [acquiring, holding and managing the contracts and the other assets of the issuing entity and proceeds therefrom;]

·[If an underlying trust is utilized with respect to issuance:] [acquiring the underlying certificate representing the entire beneficial ownership of the underlying trust, which holds and manages the contracts and the proceeds therefrom;]

·issuing the notes and the certificate[s];

·making payments on the notes and the certificate[s];

·[entering into the interest rate [swap][cap] agreement;] and

·engaging in other activities that are necessary, suitable or convenient to accomplish the foregoing purposes or that are incidental to or connected with the foregoing purposes.

The issuing entity may not engage in other activities and may not invest in other securities or make loans to anyone.

The trust agreement may be amended by the depositor and the owner trustee, without the consent of any of the noteholders[, any [swap][cap] counterparty] or any certificateholder, to cure any ambiguity, to correct or supplement any provisions in the trust agreement, or to add any other provisions with respect to matters or questions arising under the trust agreement that will not be inconsistent with the provisions of the trust agreement so long as:

·the amendment will not adversely affect in any material respect the interests of any noteholder[, any [swap][cap] counterparty] or the certificateholder[s]; and

·the depositor and the owner trustee deliver to the indenture trustee an opinion of counsel evidencing amendment will not adversely affect in any material respect the interests of any noteholder[, any [swap][cap] counterparty] or the certificateholder[s].

The prior consent of one or more noteholders in the aggregate holding notes evidencing more than 50% of the aggregate outstanding amount of the notes[, the [swap][cap] counterparty] and the certificateholder, or certificateholders, holding certificates evidencing a majority of the certificate interests of the issuing entity outstanding, will be required for any amendment that will:

·increase or reduce in any manner the amount of, or accelerate or delay the timing of, collections of payments on contracts or distributions that shall be required to be made for the benefit of the noteholders[, any [swap][cap] counterparty] or the certificateholder[s]; or

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·eliminate the requirement for certificateholder’s consent or reduce the percentage of the outstanding amount of the certificates required to consent to any such amendment (as set forth in the trust agreement), without the consent of the holders of all outstanding notes and certificates affected thereby.

Prior to the execution of any such amendment or consent, the depositor will furnish written notification of the substance of such amendment or consent, together with a copy thereof, to the indenture trustee, the administrator and each rating agency hired by the sponsor to provide a rating of the notes.

Promptly after the execution of any amendment to the certificate of trust, the owner trustee will file, or cause the filing of, such amendment with the Delaware secretary of state.

Prior to the execution of any amendment to the trust agreement or the certificate of trust, the owner trustee will be entitled to receive and rely upon an opinion of counsel stating that the execution of such amendment is authorized or permitted by the trust agreement.  The owner trustee may, but will not be obligated to, enter into any amendment that affects the owner trustee’s own rights, duties or immunities under the trust agreement or otherwise.

Under the transfer and sale agreement between the seller and the depositor, the seller will sell all of the contracts and the related property to the depositor. Under the sale and servicing agreement among the [issuing entity][the underlying trust], the depositor, the servicer and the indenture trustee, the depositor will transfer all of the contracts and related property to the [issuing entity][underlying trust].

[Use if there is no underlying trust utilized with respect to an issuance:]

[The property of the issuing entity will consist of:

·the contracts and the right to receive all scheduled payments and prepayments received on the contracts after the cutoff date;

·security interests in the financed motorcycles securing the contracts and any related property;

·rights with respect to any repossessed financed motorcycles;

·the rights to proceeds from claims on theft, physical damage, credit life and disability insurance policies and debt cancellation agreements covering the financed motorcycles or the obligors;

·rebates of premiums and other amounts, if applicable, relating to insurance policies, extended service contracts or other repair agreements and other items financed under the contracts;

·the depositor’s rights against the seller under the transfer and sale agreement pursuant to which the seller sold the contracts to the depositor;

·the right to receive payments from the depositor for the repurchase of contracts which do not meet specified representations and warranties made by the depositor in the sale and servicing agreement;

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·rights against the servicer under the sale and servicing agreement, including the right to receive payments from the servicer for the purchase of contracts upon a breach of its servicing obligations relating to such contracts as specified in the sale and servicing agreement;

·[rights against the [swap][cap] counterparty under the interest rate [swap][cap] agreement, including the rights to receive net [swap][cap] receipts and [swap][cap] termination payments, if any;]

·amounts held in the collection account, the distribution account[, the risk retention reserve account], and the reserve fund to be established and maintained under the sale and servicing agreement; and

·all proceeds of the foregoing.]

[Use if an underlying trust is utilized with respect to an issuance:]

[The property of the issuing entity will consist of:

·the underlying certificate, representing a 100% interest in the underlying trust; and

·[rights against the [swap][cap] counterparty under the interest rate [swap][cap] agreement, including the rights to receive net [swap][cap] receipts and [swap][cap] termination payments, if any;]

·amounts held in the collection account, the distribution account[, the risk retention reserve account], and the reserve fund to be established and maintained under the sale and servicing agreement;

·rights of the issuing entity under certain agreements related to the issuance of the notes, the issuance and purchase of the underlying certificate, and related matters; and

·all proceeds of the foregoing.]

[If no underlying trust is utilized with respect to an issuance:] [The issuing entity will issue a certificate to the depositor or one of its affiliates representing the entire beneficial ownership interest in the issuing entity.]

[If an underlying trust is utilized with respect to an issuance:] [The issuing entity will issue certificates to investors representing the entire beneficial ownership interest in the issuing entity.]

The servicer will have limited discretionary authority with respect to the contracts as described under “Description of the Transfer and Servicing Agreements—Servicing” in this prospectus.  The servicer will also have the discretion to exercise a clean-up call as described under “Description of the Notes and the Indenture—Optional Redemption” in this prospectus.

The issuing entity’s principal offices will be in [                       ], in care of [                       ], as owner trustee, at the address listed below under “The Trustees.”  The fiscal year end of the issuing entity is December 31.

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Capitalization

In addition to the notes, the issuing entity will issue [a certificate][certificates] having no principal balance.  The [certificate is][certificates are] not being offered by this prospectus.  The holder[s] of the certificate[s] will be entitled to receive certain distributions from time to time as set forth under “Payments to the Noteholders—Priority of Payments.”  [Initially, the certificate will be retained by the depositor or acquired by one of its affiliates.][The certificates will be sold to investors in one or more negotiated transactions or otherwise at varying prices to be determined at the time of sale.]

The following table illustrates the expected minimum aggregate outstanding principal balance of the actual pool of contracts as of the cutoff date and the minimum initial balances of the reserve fund [and risk retention reserve account] as of the closing date:

Contracts	$	[                 ]
Reserve Fund	$	[                 ]
[Risk Retention Reserve Account	$	[                 ]]
Total	$	[                 ]

The following table illustrates the expected capitalization of the issuing entity as of the closing date:

Class A-1 notes	$	[                 ]
Class A-2[a] notes	$	[                 ]
[Class A-2b notes	$	[                 ] ]
Class A-3 notes	$	[                 ]
Class A-4 notes	$	[                 ]
Class B notes	$	[                 ]
Class C notes	$	[                 ]
Class D notes	$	[                 ]
Certificate[s]	$	[                 ]
Total	$	[                 ]

[If no underlying trust is utilized with respect to an issuance:][The amount shown for the certificate is the minimum initial level of overcollateralization, including the yield supplement collateral amount].  The holder of the certificate will be entitled to receive amounts representing the remaining overcollateralization after payment of all amounts owing on the notes [and under any interest rate [swap][cap] agreement].  The certificate is not being offered by this prospectus and the accompanying prospectus and will initially be issued to the depositor or one of its affiliates.]

[If an underlying trust is utilized with respect to an issuance:][ The amount shown for the certificates is the minimum initial level of overcollateralization, including the initial yield supplement overcollateralization amount.  The holders of the certificates will be entitled to receive amounts representing the remaining overcollateralization and any remaining amounts in the reserve fund [and risk retention reserve account] after payment of all amounts owing on the notes.  The certificates are not being offered by this prospectus and will be sold to investors in one or more negotiated transactions or otherwise at varying prices to be determined at the time of sale.]

[The issuing entity may also be liable for payments to the [swap][cap] counterparty as described in this prospectus under “Description of the Notes and the Indenture— Credit Enhancement—Interest Rate [Swap][Cap].”]

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[The following section titled “The Underlying Trust” will be included if an underlying trust is being utilized with respect to an issuance.]

[The Underlying Trust]

[General

The “underlying trust” will be Harley-Davidson Motorcycle Grantor Trust [        ], a statutory trust formed under the laws of the State of Delaware pursuant to a trust agreement between the depositor and the underlying trustee for the purpose of entering into the transactions described herein.  After its formation, the underlying trust will engage in only a limited set of activities.  The underlying trust’s activities are limited to:

·acquiring, holding and managing the contracts and the other assets of the underlying trust and proceeds therefrom;

·issuing to the issuing entity the underlying trust certificate, representing the entire beneficial ownership of the underlying trust;

·making payments on the underlying certificate as set forth in the underlying trust agreement; and

·engaging in other activities that are necessary, suitable or convenient to accomplish the foregoing purposes or that are incidental to or connected with the foregoing purposes.

The underlying trust may not engage in other activities and may not invest in other securities or make loans to anyone.

The underlying trust agreement may be amended by the depositor and the underlying trustee, without the consent of any of the noteholders[, any [swap][cap] counterparty] or any certificateholder, to cure any ambiguity, to correct or supplement any provisions in the trust agreement, or to add any other provisions with respect to matters or questions arising under the underlying trust agreement that will not be inconsistent with the provisions of the trust agreement so long as:

·the amendment will not adversely affect in any material respect the interests of any noteholder[, any [swap][cap] counterparty] or the certificateholder[s]; and

·the depositor and the underlying trustee deliver to the indenture trustee an opinion of counsel evidencing amendment will not adversely affect in any material respect the interests of any noteholder[, any [swap][cap] counterparty] or the certificateholder[s].

The prior consent of one or more noteholders in the aggregate holding notes evidencing more than 50% of the aggregate outstanding amount of the notes[, the [swap][cap] counterparty] and the certificateholder, or certificateholders, holding certificates evidencing a majority of the certificate interests of the issuing entity outstanding, will be required for any amendment that will:

·increase or reduce in any manner the amount of, or accelerate or delay the timing of, collections of payments on contracts or distributions that shall be required to be made for the benefit of the noteholders[, any [swap][cap] counterparty] or the certificateholder[s]; or

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·eliminate the requirement for certificateholder’s consent or reduce the percentage of the outstanding amount of the certificates required to consent to any such amendment (as set forth in the trust agreement), without the consent of the holders of all outstanding notes and certificates affected thereby.

Prior to the execution of any such amendment or consent, the depositor will furnish written notification of the substance of such amendment or consent, together with a copy thereof, to the indenture trustee, the administrator and each rating agency hired by the sponsor to provide a rating of the notes.

Promptly after the execution of any amendment to the certificate of trust, the underlying trustee will file, or cause the filing of, such amendment with the Delaware secretary of state.

Prior to the execution of any amendment to the underlying trust agreement [or the certificate of trust], the underlying trustee will be entitled to receive and rely upon an opinion of counsel stating that the execution of such amendment is authorized or permitted by the underlying trust agreement.  The underlying trustee may, but will not be obligated to, enter into any amendment that affects the underlying trustee’s own rights, duties or immunities under the underlying trust agreement or otherwise.

Under the sale and servicing agreement among the underlying trust, the depositor, the servicer and the indenture trustee, the depositor will transfer all of the contracts and related property to the underlying trust.

The property of the underlying trust will consist of:

·the contracts and the right to receive all scheduled payments and prepayments received on the contracts after the cutoff date;

·security interests in the financed motorcycles securing the contracts and any related property;

·rights with respect to any repossessed financed motorcycles;

·the rights to proceeds from claims on theft, physical damage, credit life and disability insurance policies and debt cancellation agreements covering the financed motorcycles or the obligors;

·rebates of premiums and other amounts, if applicable, relating to insurance policies, extended service contracts or other repair agreements and other items financed under the contracts;

·the depositor’s rights against the seller under the transfer and sale agreement pursuant to which the seller sold the contracts to the depositor;

·the right to receive payments from the depositor for the repurchase of contracts which do not meet specified representations and warranties made by the depositor in the sale and servicing agreement;

·rights against the servicer under the sale and servicing agreement, including the right to receive payments from the servicer for the purchase of contracts upon a breach of its servicing obligations relating to such contracts as specified in the sale and servicing agreement; [and]

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·[amounts held in the collection account, the distribution account[, risk retention reserve account], and the reserve fund to be established and maintained under the sale and servicing agreement; and]

·all proceeds of the foregoing.

The underlying trust will issue the underlying certificate to the issuing entity representing the entire beneficial ownership interest in the underlying trust.

[The servicer will have limited discretionary authority with respect to the contracts as described under “Description of the Transfer and Servicing Agreements—Servicing” in this prospectus.]  The servicer will also have the discretion to exercise a clean-up call as described under “Description of the Notes and the Indenture—Optional Redemption” in this prospectus.

The underlying trust’s principal offices will be in [                       ], in care of [                       ], as underlying trustee, at the address listed below under “The Trustees.”  The fiscal year end of the underlying trust is December 31.]

The Depositor

The depositor is Harley-Davidson Customer Funding Corp., a Nevada corporation and wholly-owned special-purpose finance subsidiary of HDCC.  All of the officers and directors of the depositor are also employed by HDCC or HDFS, except that at least two directors of the depositor will at all times be independent of HDCC, HDFS and Harley-Davidson.  The depositor’s business is limited to, among other things:

·purchasing the contracts and related property (and other similar promissory notes and security agreements and similar retail installment sale contracts) from the seller;

·acting as the beneficial owner of the issuing entity and other similar trusts; and

·performing its obligations under the transfer and servicing agreements to which it is a party (as well as similar agreements entered into in connection with the formation of similar trusts).

[Other than the obligation to obtain the consent of certain noteholders[, [swap][cap] counterparties,] and certificateholders with respect to amendments to the Trust Agreement, other consent rights given to the holder of the residual interest in the issuing entity, certain repurchase obligations under the sale and servicing agreement, and obligations to give notice upon knowledge of certain events of default, the depositor will have no ongoing duties with respect to the issuing entity.]

The depositor meets the registrant requirements of paragraph I.A.1. of the General Instructions to Form SF-3.

[To be included as applicable: disclosure relating to any material legal proceedings of the depositor under Item 1117 of Regulation AB as may be applicable from time to time.]

The Sponsor, Seller, Servicer and Administrator

General

Harley-Davidson Credit Corp. (“HDCC”), a Nevada corporation, is the sponsor of the transaction and will act as seller and servicer of the contracts and administrator of the issuing entity.  HDCC is a wholly-owned subsidiary of Harley-Davidson Financial Services, Inc. (“HDFS”).  HDFS is a wholly-owned subsidiary and the financing division of Harley-Davidson.

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HDCC began operations in January 1993 when it purchased the $85 million wholesale financing portfolio of certain Harley-Davidson® motorcycle dealers from ITT Commercial Finance; subsequently, HDCC entered the retail consumer finance business.  HDCC and its affiliates provide retail financial services to consumers in the United States, U.S. territories and Canada and wholesale financial services to Harley-Davidson® motorcycle dealers in the United States and Canada.

Retail financial services include installment lending for retail purchases of new and used Harley-Davidson® motorcycles, and motorcycles manufactured by other manufacturers.  Retail loans are originated primarily through Eaglemark Savings Bank, a Nevada thrift and wholly-owned subsidiary of the seller.  Wholesale financial services include floorplan and open account financing for motorcycles and motorcycle parts and accessories.

Insurance and related services, including extended service agreements, property and casualty insurance and certain other insurance products, are provided to motorcycle consumers and dealers by Harley-Davidson Insurance Services, Inc., a wholly-owned subsidiary of HDFS that acts as a commission-based independent representative for various insurance companies.

HDCC’s and its affiliates’ retail financing and insurance programs are designed to work together as a package that appeals to the needs of consumers of Harley-Davidson® motorcycles and to provide a competitive advantage over HDCC’s and its affiliates’ competitors.

The sponsor began its asset-backed securities program and securitizing motorcycle contracts in 1994 and, to date, has securitized only contracts relating to the retail purchase of new and used motorcycles manufactured by Harley-Davidson or other manufacturers and, to a limited extent, other retail consumer products.  From the inception of its program through the end of December 31, 20[  ], the sponsor securitized approximately $[  ] billion of motorcycle contracts in both public and private term asset-backed securitization transactions.  For the fiscal years ended December 31, 20[  ], 20[  ], 20[  ], 20[  ], and 20[  ], HDCC securitized approximately $[  ] billion, $[  ] billion, $[  ] billion, $[  ] billion, and $[  ] billion, respectively, through public term asset-backed securitization debt offerings.  In addition to selling receivables to trusts making registered public offerings and unregistered private offerings, in 2008, HDCC began securitizing retail motorcycle contracts with multi-seller asset-backed commercial paper conduits.  None of the asset-backed securitization transactions involving HDCC as sponsor has defaulted or experienced an early amortization.

HDCC has been servicing motorcycle contracts since 1993.  As of [December 31, 2014], the servicer serviced a portfolio of [467,046] retail contracts (both motorcycle contracts and other contracts including, but not limited to, aircraft and marine contracts) with an aggregate outstanding balance of $[5.5] billion.  None of the asset-backed securitization transactions involving HDCC as servicer has defaulted or experienced an early amortization.  HDCC believes that it has materially complied with its servicing obligations with respect to each asset-backed securitization transaction involving HDCC as servicer.

[To be included as applicable: disclosure relating to any material legal proceedings of the sponsor and the servicer under Item 1117 of Regulation AB as may be applicable from time to time.]

HDCC’s principal executive offices are located at 3850 Arrowhead Drive, Carson City, Nevada 89706 (telephone 775-886-3000).

[The following disclosure titled “Credit Risk Retention” to be included for offerings after December 24, 2016:]

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[Credit Risk Retention

[The risk retention regulations in Regulation RR of the Securities Act require the sponsor, either directly or through its majority-owned affiliates, to retain an economic interest in the credit risk of the contracts.  The depositor is a wholly-owned affiliate of the sponsor and will [initially] retain the required economic interest in the credit risk of the contracts to satisfy the sponsor’s requirements under Regulation RR.  The depositor may transfer all or a portion of [the eligible vertical interest][and][the eligible horizontal residual interest] to another majority-owned affiliate of the sponsor and affiliate of the depositor [on or] after the closing date]

[Combination Vertical and Horizontal Interest Option:] [The depositor will satisfy the risk retention requirements of Regulation RR by retaining a combination of an “eligible vertical interest” and an “eligible horizontal residual interest” [and by establishing an “eligible horizontal cash reserve account” in the name of the indenture trustee for the benefit of the noteholders] in an aggregate amount equal to at least 5% of the fair value of the notes and the certificate issued by the issuing entity.]  [Include following disclosure for both Eligible Vertical Interest Option and Eligible Horizontal Residual Interest Option.]

[Eligible Vertical Interest Option:] [The depositor’s retention of [[  ]% of each class of notes and the residual interest][a single vertical security, which will have an initial principal amount of $[  ] (which equals [  ]% of the aggregate principal amount of the notes and the residual interest) and which will be entitled to receive [  ]% of all payments on the notes and the residual interest (such residual interest to bear [5]% of any losses suffered by a class of notes)] satisfies the requirements for an “eligible vertical interest” under Regulation RR.  The depositor, or another majority-owned affiliate of the sponsor, is required to retain this interest until the latest of:

·two years from the closing date;

·the date the pool balance is one-third or less of the initial pool balance; or

·the date the outstanding principal amount of the notes is one-third or less of the aggregate initial principal amount.

·

None of the sponsor, the depositor or any of their affiliates may hedge the retained interest during this period.  [If the percentage of each class of notes and the residual interest retained by the depositor on the closing date is materially different than [  ]%][If the single vertical security represents a percentage of the aggregate principal amount of the notes and the residual interest that is materially different than [  ]%], HDCC will include the retained percentage in the first investor report and in the Form 10-D for that month.

[Each class of notes retained by the depositor as part of the “eligible vertical interest” will have the same terms as all other notes in that class, except that the notes retained by the depositor will not be included for purposes of determining whether a required percentage of any class of notes have taken any action under the indenture or any other transaction document as described in “Description of the Notes and the Indenture—Notes Owned by Transaction Parties.”   For a description of the notes and the credit enhancement available for notes, you should read “Description of the Notes and the Indenture—Credit Enhancement.”]]

[Eligible Horizontal Residual Interest Option:] [The depositor’s retention of the residual interest is structured to satisfy the requirements for an “eligible horizontal residual interest” under Regulation RR and will take the form of [depositing an amount equal to $[  ] into a risk retention reserve account][retaining the certificate], which HDCC expects to have a fair value of [between $[  ] and] $[  ], which is [between [  ]% and] [  ]% of the fair value of the notes and the fair value of the certificate on the closing date.  The depositor, or another majority-owned affiliate of the sponsor, is required to retain the residual interest until the latest of:

·two years from the closing date;

·the date the pool balance is one-third or less of the initial pool balance; or

·the date the outstanding principal amount of the notes is one-third or less of the aggregate initial principal amount.

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None of the sponsor, the depositor or any of their affiliates may hedge the retained interest during this period.  The depositor intends to retain the residual interest for the life of this securitization transaction.

In general, the eligible horizontal residual interest represents the rights to payments received on the contracts and to the credit enhancement not needed to make payments on the notes or cover losses on the contracts.  Because the eligible horizontal residual interest is subordinated to each class of notes and is only entitled to amounts not needed on a payment date to make payments on the notes or to make other required payments or deposits according to the priority of payments described in “Payments to Noteholders—Distributions” in this prospectus, the eligible horizontal residual interest will absorb any losses incurred by the issuing entity on the contracts before any losses are incurred by the noteholders.  For a description of the credit enhancement available for the notes, see “Description of the Notes and the Indenture— Credit Enhancement” in this prospectus.

The fair value of the notes and the residual interest is summarized below:

	Fair Value (in millions)	Fair Value (as a percentage)
Class A-1 notes	$		%
Class A-2[a] notes
[Class A-2b notes]
Class A-3 notes
Class A-4 notes
Class B notes
Class C notes
Class D notes
[Risk Retention Reserve Account]
Certificate
Total	$		%

For the notes, the pricing on the notes will be used to determine the fair value of the notes, which will be equal to the initial principal amount of the notes[, as adjusted by any discount on the notes] set forth on the cover page to this prospectus. For the certificate, the sponsor and the depositor will use GAAP and a discounted cash flow model using a discount rate to calculate the fair value of the residual interest.

The fair value model applied to the residual interest will also consider various inputs including:

·[quoted prices for identical instruments;

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·quoted prices for similar instruments;

·current economic conditions, including interest rates and yield curves;

·experience with similar receivables, including prepayments, net losses and recoveries based on information for receivables similar to the contracts sold to the issuing entity on the closing date; and

·management judgment about the assumptions market participants would use in pricing the instruments.]

The fair value of the notes is assumed to be equal to the initial principal balance[, or par][as adjusted by any discount on the notes].  This reflects the expectation that the final interest rates of the notes will be consistent with the interest rate assumptions below:

Class	Interest Rate
Class A-1 notes	[   ]%
Class A-2[a] notes	[   ]%
[Class A-2b notes	one-month LIBOR + [   ]%
Class A-3 notes	[   ]%
Class A-4 notes	[   ]%
Class B notes	[   ]%
Class C notes	[   ]%
Class D notes	[   ]%

These interest rates are estimated based on recent pricing of notes issued in similar securitization transactions and market-based expectations for interest rates and credit risk.

To calculate the fair value of the residual interest, HDCC used an internal valuation model.  This model projects future interest and principal payments of the pool of contracts, payments of principal of and interest on each class of notes, transaction fees and expenses and the servicing fee.  The resulting cash flows to the residual interest are discounted to present value based on a discount rate that reflects the credit exposure to these cash flows.  In completing these calculations, HDCC made the following assumptions:

·interest accrues on the notes at the rates described above.  [In determining the interest payments on the floating rate Class A-2b notes, one-month LIBOR is assumed to reset consistent with the applicable forward rate curve as of [                     ]];

·principal and interest cash flows for the contracts are calculated using [seven] sub-pools and related assumptions as described in “Maturity and Prepayment Considerations—Weighted Average Life;”

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·receivables prepay at a [  ]% ABS rate, as described in “Maturity and Prepayment Considerations—Weighted Average Life;”

·cumulative net losses on the contracts, as a percentage of the initial pool balance, occur each month at the following rates:

Month	Cumulative Net Loss		Month	Cumulative Net Loss		Month	Cumulative Net Loss
1		%	17		%	33		%
2		%	18		%	34		%
3		%	19		%	35		%
4		%	20		%	36		%
5		%	21		%	37		%
6		%	22		%	38		%
7		%	23		%	39		%
8		%	24		%	40		%
9		%	25		%	41		%
10		%	26		%	42		%
11		%	27		%	43		%
12		%	28		%	44		%
13		%	29		%	45		%
14		%	30		%	46		%
15		%	31		%	47		%
16		%	32		%	48		%

·[the servicer [will][will not] exercise its opportunity to purchase the contracts [at the earliest distribution date it is permitted to do so];] and

·residual interest cash flows are discounted at [   ]%.

HDCC developed these inputs and assumptions by considering the following factors:

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·ABS rate —  estimated considering the composition of the pool of contracts and the performance of its prior securitized pools included in Annex II;

·Cumulative net loss rate — estimated using assumptions for both the magnitude of lifetime cumulative net losses and the shape of the cumulative net loss curve.  The lifetime cumulative net loss assumption [was developed considering the composition of the pool of contracts, the performance of prior securitized pools included in Annex II, trends in used motorcycle values, economic conditions, and the cumulative net loss assumptions of the hired NRSROs][is based on the [average][median] of expected losses as determined by the NRSROs hired to rate the notes].  The shape of the cumulative net loss curve is based on [historical performance of its prior securitized pools included in Annex II][assumptions made by the NRSROs hired by the sponsor to rate the notes].  Default and recovery rate estimates are included in the cumulative net loss assumption; and

·Discount rate applicable to the residual cash flows — estimated to reflect the credit exposure to the residual cash flows.  Due to the lack of an actively - traded market in residual interests, the discount rate was derived using qualitative factors that consider the equity-like component of the first-loss exposure.

The inputs and assumptions described above include all inputs and assumptions that could have a material impact on the fair value calculation or would be material to a prospective noteholder’s ability to evaluate HDCC’s fair value calculation.  The fair value of the notes and the residual interest was calculated based on the assumptions described above.  You should be sure you understand these assumptions when considering the fair value calculation.

[On or prior to the closing date, the issuing entity will establish an eligible account in the name of the indenture trustee for the benefit of the noteholders. The risk retention reserve account is structured to be an “eligible horizontal cash reserve account” and will be funded on the closing date by the retention of a portion of the purchase price for the notes in the amount equal to $[ ], the fair value of which is equal to $[  ], or [ ]% of the sum of the fair value of the notes and the fair value of the certificate on the closing date. Funds on deposit in the risk retention reserve account may not be used to pay the servicing fee, as long as HDCC or an affiliate of HDCC is the servicer, and may not be used to reimburse servicer advances. For all other purposes, the risk retention reserve account may be used to make any payments that are due as described under “Payments to the Noteholders—Distributions” in this prospectus but are otherwise unpaid, including each of the notes on the related final scheduled payment date to the extent collections on the contracts are insufficient to make such payments. [Insert any other disclosure required by Rule 4c(1) of Regulation RR (17 CFR 264.4.] For a description of the terms of the risk retention reserve account, see “Description of the Notes and the Indenture—The Accounts—The Risk Retention Reserve Account” and “The Sponsor, Seller, Servicer and Administrator–Credit Risk Retention.” in this prospectus.]

HDCC will recalculate the fair value of the notes[, the risk retention reserve account] and the residual interest following the closing date to reflect the issuance of the notes and any changes in the methodology or inputs and assumptions described above.  The fair value of the residual interest as a percentage of the sum of the fair value of the notes and the fair value of the residual interest and as a dollar amount will be included in the [first Form 10-D filing], together with a description of any changes in the methodology or inputs and assumptions used to calculate the fair value.]

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Origination

The seller primarily purchases contracts from Eaglemark Savings Bank, a Nevada thrift and FDIC regulated and insured institution and a wholly-owned subsidiary of the seller.  Eaglemark Savings Bank began originating retail motorcycle contracts in 2002.  Eaglemark Savings Bank sells its loan originations on a daily basis to the seller pursuant to an agreement between Eaglemark Savings Bank and the seller (the “bank sale and participation agreement”) whereby Eaglemark Savings Bank receives an origination fee from the seller to originate the loans.  As a result, Eaglemark Savings Bank does not retain its own portfolio of contracts.  In [2014], Eaglemark Savings Bank originated $[2.9] billion of retail motorcycle contracts.  The seller also purchases a limited number of contracts through a network of motorcycle dealers located in certain U.S. territories.

[To be included as applicable: disclosure relating to any material legal proceedings under Item 1117 of Regulation AB as may be applicable from time to time.]

The forms of the contracts used by Eaglemark Savings Bank and the motorcycle dealers are written or approved by the seller.  Each contract purchased by the seller from Eaglemark Savings Bank or the motorcycle dealers is approved by the seller.  All contracts transferred to an issuing entity are fully amortizing contracts with the portion of principal and interest thereof determined by the simple interest method.  Each contract specifies a scheduled monthly payment amount.  The monthly payment due date is determined at the time of origination.  The obligor generally may make a one-time election to change the monthly payment due date by a limited number of days from the original monthly due date.  The length of a contract is determined by a number of factors, which may include the age, mileage, make, and model of the motorcycle, the credit profile of the applicant(s), and the preference of the related obligor(s).  Generally, each contract’s interest rate is determined on the basis of the credit history of the applicant(s), the collateral, the term of the contract, the amount of the down payment, and general market rates, in compliance with applicable banking laws at the time of origination.  Interest rates offered to applicants may be based on a tiered pricing program which offers lower rates to applicants with stronger credit ratings.  Eaglemark Savings Bank and the seller establish wholesale interest rates, which are the lowest rates at which Eaglemark Savings Bank or the seller will finance a particular loan in a particular pricing tier.  Eaglemark Savings Bank and the seller also impose limits on the retail interest rate for each loan.  If a consumer’s retail interest rate exceeds the wholesale interest rate by more than the limit established by Eaglemark Savings Bank or the seller, then Eaglemark Savings Bank or the seller will not fund the loan.  With certain loans, primarily loans in the lowest credit tiers and some promotional loans, Eaglemark Savings Bank or the seller requires the loan to be written at the wholesale interest rate.

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The financing of a retail purchase of a motorcycle is generally initiated at and through Harley-Davidson® motorcycle dealerships.  Eaglemark Savings Bank’s or the seller’s personnel contact motorcycle dealers and explain the available financing plans, terms, prevailing rates and credit and financing policies.  From time to time Eaglemark Savings Bank or the seller may offer certain promotional financing programs to consumers.  Such promotional financing offers may include, but will not be limited to, low rate financing, no-down-payment financing, interest rate buy-down financing, and deferred first payment financing.

Originations through Eaglemark Savings Bank

If a motorcycle dealer and the dealer’s customer wish to use Eaglemark Savings Bank’s available financing for a retail purchase, a credit application will be submitted via an internet connection or via facsimile to Eaglemark Savings Bank.  Alternatively, an applicant may choose to apply using the Eaglemark Savings Bank on-line application in advance of visiting a dealership.  The credit application contains credit information about the applicant, which may include the applicant’s income, employment information, and other relevant personal information bearing on the decision to extend credit, as well as a description of the financed motorcycle that will secure the contract.  A standard automated process requests a credit report for all applicants from up to two credit bureaus.  Any resulting credit report is used in conjunction with the application information and the applicant’s personal financial data to make a determination regarding the application.

Once a credit application has been approved by Eaglemark Savings Bank, the motorcycle dealer’s personnel will then explain the financing plans, terms, prevailing rates and credit and financing policies to the obligor.  Once a signed contract is submitted by the motorcycle dealer to Eaglemark Savings Bank, the originations department of Eaglemark Saving Bank examines all requisite contract information and documentation. See “—Underwriting” below.  After this funding review and verification process is completed, the amount financed, including the appropriate dealer participation (which may be a flat fee, in instances where the dealer receives a fee, or an amount equal to a portion of the finance charge) or dealer discount and fees, if applicable, is transferred by Eaglemark Savings Bank to the motorcycle dealer.  The portion of the finance charge earned by the motorcycle dealer is generally calculated based upon the difference between the wholesale interest rate set by Eaglemark Savings Bank and the retail interest rate on the contract.

The terms of each contract grant to Eaglemark Savings Bank a security interest in the motorcycle that the obligor is financing and require the obligor to have Eaglemark Savings Bank or HDCC noted as lienholder on the certificate of title for the motorcycle.  Generally, it is the responsibility of the motorcycle dealer to ensure that contracts, and other documents to perfect the security interest in the motorcycle covered by the contract, are filed and recorded, or that the security interest is otherwise perfected.  Eaglemark Savings Bank or HDCC, directly or through third-party collateral management service providers, verify lienholder accuracy, retain the title or the lienholder notification, and perform any necessary title maintenance to ensure continued perfection of the lien on the related motorcycle.

Each motorcycle dealer must execute an agreement with Eaglemark Savings Bank that, among other things, sets forth the guidelines and procedures applicable to the origination and purchasing process.  These motorcycle dealer agreements generally provide for the purchase by the related motorcycle dealer of any contract for its outstanding principal balance, plus accrued but unpaid interest, if the representations and warranties made by the motorcycle dealer relating to the contract are breached.  These representations and warranties generally relate to the origination procedures and criteria related to a contract and the security interest in the related financed motorcycle and not the collectability of the contract or the creditworthiness of the related obligor.

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Originations directly through motorcycle dealers

The seller purchases a limited number of contracts directly from Harley-Davidson® motorcycle dealers (generally, those in U.S. territories where Eaglemark Savings Bank does not lend).  The origination policies and procedures used by the seller are substantially the same as the policies and procedures used by Eaglemark Savings Bank described above under “—Originations through Eaglemark Savings Bank.”  The seller enters into agreements with motorcycle dealers which generally provide for the repurchase by the related motorcycle dealer of any contract for its outstanding principal balance, plus accrued but unpaid interest, if the representations and warranties made by the motorcycle dealer relating to the contract are breached.  These representations and warranties generally relate to the origination procedures and criteria related to a contract and the security interest in the related financed motorcycle and not the collectability of the contract or the creditworthiness of the related obligor.

Underwriting

For all contract originations, each applicant’s credit application is underwritten and approved or declined in accordance with Eaglemark Savings Bank’s underwriting guidelines, which are approved by the seller.  These underwriting guidelines are intended to assess the applicant’s ability to repay all amounts due under the contract, based upon a review of the information contained in the credit application, the credit bureau reports, other consumer investigative reports, and servicer records, and the related financed motorcycle as collateral.  Eaglemark Savings Bank uses custom credit scoring models, information from certain reports, including credit bureau reports, and internally developed decision rules to help objectively assess an applicant’s creditworthiness and to help Eaglemark Savings Bank quantify credit risk.  The custom credit scoring models were developed, using a third-party provider, through statistical analysis of HDCC’s consumer portfolio databases of contracts originated in recent years to identify key variables that predict an applicant’s likelihood of repayment.  Scoring models are used to differentiate credit applicants and to statistically segment credit risk into categories based on likelihood of repayment.  Using credit scoring models does not eliminate credit risk.  Eaglemark Savings Bank considers both negative factors such as past due credit, repossessions, loans charged off by other lenders and previous bankruptcy, and also positive factors such as favorable payment history.  The credit decision process considers multiple factors, which may include credit information, employment and residence stability, application information, income, the ratio of the monthly contract payment to income, collateral characteristics, and the terms of the contract.  Eaglemark Savings Bank makes its final credit decision based upon the perceived degree of credit risk, its assessment of the obligor’s ability to repay the loan, the collateral, and the loan credit structure.

The majority of credit applications are automatically evaluated and approved or declined based on an automated decisioning process in order to expedite the review of applications and allow Eaglemark Savings Bank to make and communicate underwriting decisions to dealers faster and more efficiently.  The automated decisioning process approves or declines applications by applying the underwriting guidelines against data provided in the credit application, credit bureau reports, the servicer records, and consumer investigative reports using the custom credit scores and logic based on various combinations of credit factors that in Eaglemark Savings Bank’s experience have been predictive factors in credit performance.  This automated review process evaluates key data elements, such as credit bureau attributes, external credit information, application information, income, the ratio of the monthly contract payment to income, loan and payment history with the servicer, if applicable, internal custom credit score, and credit bureau (FICO®) score, and measures them against internally determined thresholds based on associated risk.  Credit applications that are neither approved nor declined in the automated decisioning process are assigned to a credit analyst for further evaluation.  Failure to be approved by the automated

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decisioning model does not mean that a credit application does not meet Eaglemark Savings Bank’s underwriting standards.  Many high quality applications are evaluated and approved by a credit analyst although they were not approved by the automated decisioning process.  While the same underwriting standards are used for the automated decisioning process and the manual underwriting process, circumstances can arise such that a contract meets the underwriting standards but is not identified and approved during the automated decisioning process.  For example, applicants with a FICO® score below 510 are not eligible for automatic approval although underwriting management may approve lower FICO® scores as part of the manual underwriting process, at which point a credit analyst is able to perform a manual review of the application against those aspects of the underwriting standards that the automated decisioning process is incapable of examining and considering.  Automatic approvals and declinations are considered final decisions; however, declinations may be reconsidered if, for example, contract terms are satisfactorily modified to mitigate risks, and approvals may also be reconsidered if, for example, there has been a change to the underlying collateral.  Eaglemark Savings Bank and the seller conduct periodic tests of their automated review process against their underwriting guidelines and monitor results monthly against expectations.

When an application is not automatically decisioned, it is forwarded to a credit analyst at Eaglemark Savings Bank for further review.  A credit analyst’s credit authority is generally delineated by the amount of the loan requested and the custom credit score of the applicant.  Authority levels are based on the experience and capability of the credit analyst.  The credit analyst will compare the data provided by the applicant to what is available through the applicant’s credit report.  For items that cannot be confirmed through the credit report or by other information sources, supplementary documents such as a paystub, a complete copy of an applicant’s tax return in the case of self-employed individuals, bank statements, proof of residency and other due diligence documents determined by the credit analyst may be requested.  When required under the credit guidelines, the credit analyst will verify the applicant’s employment and other applicant data and make a credit decision based on the credit analyst’s assessment of the strengths and weaknesses of the application.  If the loan request exceeds a credit analyst’s credit authority, the application will be forwarded to a credit analyst with the appropriate credit authority for a final decision.  Eaglemark Savings Bank and the seller conduct quality assurance reviews of both randomly selected and targeted contracts on a regular basis to ensure compliance with established underwriting guidelines, incorporating results into staff training and evaluations.

The process for underwriting an application depends primarily on the credit quality of the applicant.  Automated credit decisions are based on quantitative analysis.  Manual credit decisions include qualitative analysis.  Underwriting guidelines are comprised of numerous evaluation criteria, including the applicant’s credit history, employment and residence stability, custom credit scores, the collateral characteristics, payment to income ratios and the terms of the contract and, in certain cases, the creditworthiness of a co-borrower.

A contract may have a term, not including deferral periods generally not exceeding three months, of up to 84 months, with certain contracts limited to 72 months due to the type of collateral securing the contract, including motorcycles not manufactured by Harley-Davidson.  The principal balance financed under a contract may include the total amount of a motorcycle’s retail sales price plus the retail sales price of certain parts and accessories, MotorClothes® apparel and riding gear, sales tax and title and license fees, and first-year premiums (and, in certain limited instances, additional premiums) for motorcycle insurance, as well as premiums or fees for optional products such as credit life and accident and health insurance, GAP insurance coverage, planned maintenance, debt cancellation, and extended service contracts.  For purchases of new and used motorcycles, applicants are generally required to make a down payment of 10% to 20% against the sales price.  An applicant who makes a larger down payment may be eligible to receive a reduced interest rate.  A down payment of less than 10%, or in certain circumstances no down payment, may be permitted for certain qualified applicants and/or during special marketing promotions.  The seller’s financing options may result in a contract having an initial principal balance in excess of the manufacturer’s suggested retail price (“MSRP”) of the motorcycle.  The maximum loan amount for each motorcycle is determined based upon the applicant’s creditworthiness and ability to

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repay.  The maximum available financing for new motorcycles generally ranges from 70% to 140% of the sum of MSRP plus 10% of MSRP in order to account for motorcycle customization.  The maximum available financing for used motorcycles generally ranges from 70% to 150% of the NADA average retail value.  For the seller’s most qualified obligors, the maximum advance rate for both new and used motorcycle financing may be [up to twelve percentage points] higher in limited circumstances.

The underwriting decision is communicated to the motorcycle dealer via a secure internet connection or facsimile and to the applicant by mail, specifying approval, denial or a need for additional information on the proposed contract.  Applicants applying online may also be notified of the underwriting decision via the internet at the time of submission.  If the response requires stipulations to the approval, these are communicated to the motorcycle dealer and the applicant and become a condition of the approval.  After approval, the motorcycle dealer will obtain the necessary documentation for funding review and verification, which may include the following:

·a promissory note and security agreement or retail installment sale contract;

·proof that the applicant holds a valid driver’s license;

·proof of physical damage insurance;

·a bill of sale; and

·title paperwork,

and deliver such documentation, together with a signed credit application, to Eaglemark Savings Bank or the seller.

Generally, the motorcycle dealer prepares the loan documentation using a proprietary system (DeallinkTM), which generates and delivers to Eaglemark Savings Bank an image of the prepared documentation, and in some cases delivers an e-signed image.  Alternatively, the motorcycle dealer generates the loan documentation using another system and Eaglemark Savings Bank will receive by mail, or by electronic transmission, the appropriate documentation from the motorcycle dealer.  Upon receipt, the loan documents are prepared and scanned for imaging as required.  The scanned or auto-generated loan documents are then audited by a contract verifier for completeness and consistency with the credit application, providing final approval for funding of the contract once these requirements have been satisfied.

The seller regularly makes a detailed analysis of its portfolio of contracts to evaluate the effectiveness of the underwriting guidelines.  Eaglemark Savings Bank from time to time adjusts the underwriting guidelines to maintain the asset quality deemed acceptable to the seller, including if external economic factors, credit delinquencies or credit losses change.  The primary adjustments over the past several years have been a new credit decision engine with additional credit characteristic capabilities implemented in February 2013 and new custom credit scoring models implemented in January 2010 and February 2013, as well as utilization of behavior scores as a decision factor for applicants with a separate loan currently or recently serviced by the servicer, implemented in the first fiscal quarter of 2011.  In addition, other changes relate to guideline adjustments in response to changing economic conditions, such as adjusting loan-to-value ratios, contract rate changes and modifying down payment requirements.

[Additional or revised disclosure will be included as applicable to disclose any changes to the underwriting criteria.]

Electronic Contracting

Some of the contracts are originated electronically. HDCC[, through its parent,] has contracted with a third party to facilitate the process of creating and storing those electronic contracts. The e-contract system permits transmission, storage, access and administration of electronic contracts and comprises proprietary and third-party software, hardware, network communications equipment, lines and services,

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computer servers, data centers, support and maintenance services, security devices and other related technology that enable electronic contracting in the vehicle industry. Through use of the e-contract system, Eaglemark Savings Bank originates promissory notes and security agreements and then transfers the electronic contracts to HDCC.

The e-contract system uses a combination of technological and administrative features that are designed to: (i) designate a single copy of the record or records comprising an electronic contract as being the single authoritative copy of the contract; (ii) manage access to and the expression of the authoritative copy; (iii) identify the [issuing entity][underlying trust] as the owner of record of the authoritative copy; and (iv) provide a means for transferring record ownership of, and the exclusive right of access to, the authoritative copy from the current owner of record to a successor owner of record.

Individual Motorcycle Insurance

In general, the terms of each contract require that, for the term of the contract, the motorcycle securing such contract is to be covered by physical damage insurance naming Eaglemark Savings Bank or the seller (and their respective successors and assigns) as a loss payee; however, in accordance with Eaglemark Savings Bank’s and the seller’s normal policies, certain small balance contracts may not require verification of such insurance coverage.  In the transfer and sale agreements, the seller will represent and warrant that the related obligor had obtained or agreed to obtain physical damage insurance covering the motorcycle.  However, the servicer performs no subsequent verification of continued insurance coverage and the seller will not be obligated to make payments to an issuing entity for any loss as to which insurance has not been maintained.  Furthermore, there can be no assurance that an insurance company will make payments in respect of an insurance policy when it is obligated to do so.

[Additional Servicers][and][Back-up Servicer]

[For each additional servicer and any back-up servicer that we disclose, we will also provide the information required by Item 1108 of Regulation AB, as applicable]

Servicing and Collections

Pursuant to the sale and servicing agreement among the servicer, the issuing entity, the depositor and the indenture trustee, the servicer is responsible for administering, servicing, collecting and enforcing the contracts in accordance with its customary servicing practices.  The servicer’s specific servicing policies and practices may change over time. The servicer’s customary servicing practices include, among others, responding to obligor inquiries, sending statements, completing account maintenance, and investigating and initiating contact with obligors during early to late stage delinquency, including first payment defaults.

The servicer uses multiple technologies to provide customer service.  For inbound calls from obligors, the servicer uses smart call routing to identify if the call is a collections or customer service call and to route that call to the appropriate department.  The servicer also maintains an escalations group to handle non-routine calls.  Obligors generally have the ability to initiate payments for their own accounts through a secure on-line environment.  The servicer accepts and processes a wide range of customer payment methods including mail payments through a lockbox provider and payments through direct debit, the telephone or an internet website.

The servicer’s collection efforts include identifying the level of risk of a delinquent obligor using tools that include a custom behavior score, loan amount and current estimated vehicle value, and prioritizing collection efforts based on that risk level.  Delinquent obligors with a high level of risk may

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be contacted by the servicer’s personnel (or third-party provider) using a predictive dialer as early as two days past due and may be contacted on a regular basis thereafter; customer permissions are obtained, as appropriate, for contact by cell phone.  Lower risk delinquent obligors may be contacted less frequently. The servicer’s general approach is to attempt to establish a repayment plan with the obligor of a delinquent contract as opposed to repossessing the related motorcycle; however, the servicer takes a risk-based approach with respect to a specific obligor, which includes both quantitative and qualitative factors such as the obligor’s responsiveness and ability to pay.

The servicer makes reasonable efforts to collect on delinquent contracts and to keep contracts current.  Repossession is based on analysis of risk factors and is utilized as the servicer deems appropriate to minimize loss; timing varies by circumstance.  Self-help repossession is the method used by the servicer in most cases and usually is accomplished by using an independent contractor to take possession of the financed motorcycle.  Some jurisdictions provide the obligor with reinstatement or redemption rights.  Legal requirements, particularly in the event of bankruptcy, may restrict the servicer’s ability to repossess or dispose of the repossessed motorcycle.  Upon repossession and after any prescribed waiting period, the repossessed motorcycle is reconditioned, as deemed appropriate, then generally sold at an auction and the proceeds from the sale of the motorcycle at auction, and any other recoveries, are applied to the outstanding obligations under the contract, which may include fees and expenses relating to the repossession and disposition of the motorcycle.  Liquidation proceeds from the sale of the repossessed motorcycle and other recoveries are usually not sufficient to cover the outstanding balance of the contract.  The servicer pursues collection of deficiencies when it deems such action to be appropriate.  See “Legal Aspects of the Contracts” in this prospectus.

The servicer may, in its discretion and on a case-by-case basis subject to the terms of the sale and servicing agreement, extend or modify the terms of contracts in situations where the servicer believes such action is likely to maximize the amount collected.  Extensions and payment deferrals are limited by the sale and servicing agreement and the servicer’s customary servicing practices and are not granted to defer losses which the servicer deems are inevitable.  See generally “Description of the Transfer and Servicing Agreements—Servicing” in this prospectus for a description of restrictions on contract modifications contained in the sale and servicing agreement.

The servicer is responsible for all servicing functions for the contracts.  As is customary in the servicing industry, the servicer engages vendors to perform certain of its servicing processes.  The vendors providing those functions do not have discretion relating to activities that the servicer believes would materially affect the amounts realized or collected with respect to the contracts or the timing of receipt of such amounts, and the servicer retains ultimate responsibility for those functions under the sale and servicing agreement.  The servicer monitors the activities and effectiveness of vendors and performs periodic reviews, including through on-site visits, of vendors’ financial condition, data security, and other factors within vendor risk management policies and guidelines.  The servicer believes these vendors could be readily replaced, if necessary.

The servicer also furnishes monthly and annual statements to the indenture trustee with respect to distributions on securitization transactions.  See generally “Description of the Transfer and Servicing Agreements” in this prospectus for a description of the sale and servicing agreement and the servicer’s duties under the sale and servicing agreement.

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The Trustees

Owner Trustee

[                        ] will be the owner trustee under the trust agreement.   [                        ] is a [Delaware trust company] with trust powers incorporated in [                        ].  [                        ] has served as owner trustee in several asset-backed securities transactions involving motorcycle receivables.  [                        ] is subject to various legal proceedings that arise from time to time in the ordinary course of business.  [                        ] does not believe that the ultimate resolution of any of these proceedings will have a materially adverse effect on its services as owner trustee.

The owner trustee’s main obligations will be to create the issuing entity by filing a certificate of trust with the Delaware Secretary of State, execute documents on behalf of the issuing entity, and cooperate with the administrator in carrying out the administrator’s obligation to qualify and preserve the issuing entity’s qualification to do business in each jurisdiction, if any, required to protect the validity and enforceability of the indenture, the notes, the contracts and any other instrument and agreement included in the trust estate.  The owner trustee will not be required to perform any of the obligations of the issuing entity under the trust agreement or any transaction document to the extent such obligations are required to be performed by the administrator under the administration agreement, and the owner trustee will have no liability or obligation to perform the obligations of the issuing entity under the transaction documents other than as set forth in the trust agreement.

The administrator will separately pay the fees of the owner trustee in connection with its duties under the trust agreement.  The owner trustee will also be entitled to indemnification by the depositor for, and will be held harmless against, any loss, liability, fee, disbursement or expense incurred by it not resulting from its own willful misconduct, bad faith or negligence.  The depositor will also indemnify the owner trustee for specified taxes that may be assessed in connection with the transaction.

The owner trustee’s liability in connection with the issuance and sale of the notes is limited solely to the express obligations set forth in the trust agreement, and the owner trustee will not be responsible for the action or inaction of the servicer or the administrator.  The owner trustee of the issuing entity may resign at any time, in which event the administrator, on the issuing entity’s behalf, will be obligated to appoint a successor.  If the owner trustee becomes insolvent or otherwise ceases to be eligible to continue in that capacity under the trust agreement, it may be removed by the administrator.  In those circumstances, the issuing entity or the administrator, on the issuing entity’s behalf, will be obligated to appoint a successor.  Any resignation or removal of the owner trustee will not become effective until acceptance of the appointment of a successor owner trustee.  Any fees and expenses relating to the removal or replacement of the owner trustee will be paid by the administrator and will not be paid from collections or other amounts received in respect of the contracts.

The owner trustee and any of its affiliates may hold notes in its own name or as a pledgee.  For the purpose of meeting the legal requirements of some jurisdictions, the issuing entity and the owner trustee will have the power to appoint co-trustees or separate trustees of all or any part of the issuing entity.

[Underlying Trustee]

[                        ] will be the underlying trustee under the underlying trust agreement.   [                        ] is a [Delaware trust company] with trust powers incorporated in [                        ].  [                        ] has served as underlying trustee in several asset-backed securities transactions involving motorcycle receivables.  [                        ] is subject to various legal proceedings that arise from time to time in the

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ordinary course of business.  [                        ] does not believe that the ultimate resolution of any of these proceedings will have a materially adverse effect on its services as owner trustee.

The underlying trustee’s main obligations will be to create the underlying trust by filing a certificate of trust with the Delaware Secretary of State, execute documents on behalf of the underlying trust, and cooperate with the administrator in carrying out the administrator’s obligation to qualify and preserve the underlying trust’s qualification to do business in each jurisdiction, if any, required to protect the validity and enforceability of the indenture, the notes, the contracts and any other instrument and agreement included in the trust estate.  The underlying trustee will not be required to perform any of the obligations of the underlying trust under the underlying trust agreement or any transaction document to the extent such obligations are required to be performed by the administrator under the administration agreement, and the underlying trustee will have no liability or obligation to perform the obligations of the underlying trust under the transaction documents other than as set forth in the underlying trust agreement.

The administrator will separately pay the fees of the underlying trustee in connection with its duties under the underlying trust agreement.  The underlying trustee will also be entitled to indemnification by the depositor for, and will be held harmless against, any loss, liability, fee, disbursement or expense incurred by it not resulting from its own willful misconduct, bad faith or negligence.  The depositor will also indemnify the underlying trustee for specified taxes that may be assessed in connection with the transaction.

The underlying trustee’s liability in connection with the issuance and sale of the notes is limited solely to the express obligations set forth in the underlying trust agreement, and the underlying trustee will not be responsible for the action or inaction of the servicer or the administrator.  The underlying trustee of the underlying trust may resign at any time, in which event the administrator, on the underlying trust’s behalf, will be obligated to appoint a successor.  If the underlying trustee becomes insolvent or otherwise ceases to be eligible to continue in that capacity under the underlying trust agreement, it may be removed by the administrator.  In those circumstances, the issuing entity or the administrator, on the underlying trust’s behalf, will be obligated to appoint a successor.  Any resignation or removal of the underlying trustee will not become effective until acceptance of the appointment of a successor underlying trustee.  Any fees and expenses relating to the removal or replacement of an underlying trustee will be paid by the administrator and will not be paid from collections or other amounts received in respect of the contracts.

The underlying trustee and any of its affiliates may hold notes in its own name or as a pledgee.  For the purpose of meeting the legal requirements of some jurisdictions, the underlying trust and the underlying trustee will have the power to appoint co-trustees or separate trustees of all or any part of the underlying trust.]

Indenture Trustee

[                        ] will be the indenture trustee under the indenture.  The indenture trustee is a [national banking association] and its principal offices are located at [                        ].  [                        ] has served and currently is serving as indenture trustee for numerous securitization transactions and programs involving pools of assets similar to the contracts.  The seller, servicer, sponsor, depositor and their affiliates may in the future engage in commercial banking transactions with the indenture trustee and its affiliates in the ordinary course of their respective businesses.  [                        ] is subject to various legal proceedings that arise from time to time in the ordinary course of business.  [                        ] does not believe that the ultimate resolution of any of these proceedings will have a materially adverse effect on its services as indenture trustee.

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The indenture trustee’s main obligations will be to hold the security interest in the contracts and the other trust assets on behalf of the noteholders, administer the accounts of the issuing entity, act as note registrar in maintaining records of the noteholders and providing for registration and transfer of the notes (including through utilization of a clearing agency), [determine the applicable interest rate relating to the floating rate notes,] notify noteholders (including through utilization of a clearing agency) of the occurrence of a delinquency trigger, voting rights relating to such delinquency trigger event and the results of the applicable asset representations review, notify the asset representations reviewer when a review has been directed by the noteholders, notify noteholders of the occurrence of an event of default and enforce remedies on behalf of the noteholders following an event of default.

The indenture trustee is required, upon knowledge of the occurrence of an event of default, to mail to each noteholder notice of such default within 90 days of its occurrence.  Additionally, the indenture trustee must deliver an annual report to the noteholders if certain events occur, as identified in the Trust Indenture Act of 1939 (the “Trust Indenture Act”), including a change in the indenture trustee’s eligibility under the Trust Indenture Act, any conflict of interest under the Trust Indenture Act, any release of trust assets from the lien created under the indenture, and any action taken by the indenture trustee that has a material adverse effect on the notes. Whenever a notice or other communication is required to be given to the noteholders pursuant to the indenture, and unless definitive notes have been issued to the noteholders, the indenture trustee will give all such notices and communications to the clearing agency, and will have no obligation to the noteholders.

Upon the occurrence of an event of default, in exercising its rights and powers under the indenture the indenture trustee will use the same degree of care and skill that a prudent person would exercise or use under the circumstances in the conduct of such person’s own affairs, and the indenture trustee will be permitted to take such actions as its deems most effective to protect and enforce its rights and the rights of the noteholders under the indenture.

The indenture trustee fees will be paid by the issuing entity from available amounts prior to any payments to the noteholders.  The indenture trustee will also be entitled to indemnification by the depositor for, and will be held harmless against, any loss, liability, fee, disbursement or expense incurred by it not resulting from its own willful misconduct, bad faith or negligence.  The depositor will also indemnify the indenture trustee for specified taxes that may be assessed in connection with the transaction.

The indenture trustee’s liability in connection with the issuance and sale of the notes is limited solely to the express obligations set forth in the sale and servicing agreement or indenture, and the indenture trustee will not be responsible for the action or inaction of the servicer or the administrator.  The indenture trustee may resign at any time, in which event the issuing entity or the administrator, on the issuing entity’s behalf, will be obligated to appoint a successor.  If the indenture trustee becomes insolvent or otherwise ceases to be eligible to continue in its capacity under the indenture, it may be removed by the issuing entity or the administrator, on the issuing entity’s behalf.  In those circumstances, the issuing entity or the administrator, on the issuing entity’s behalf, will be obligated to appoint a successor.  Any resignation or removal of the indenture trustee will not become effective until acceptance of the appointment of a successor indenture trustee.  Any fees and expenses relating to the removal or replacement of an indenture trustee will be paid by the administrator and will not be paid from collections or other amounts received in respect of the contracts.

In addition, the holders of more than 50% of the aggregate outstanding principal amount of the notes of the controlling class may remove the indenture trustee without cause and may appoint a successor indenture trustee.  If an event of default occurs under the indenture and more than one class of notes is outstanding (treating the Class A notes as a single class), the indenture trustee may be deemed to

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have a conflict of interest under the Trust Indenture Act of 1939 and may be required to resign as indenture trustee for one or more of the classes of notes.  In any such case, the indenture will provide for a successor indenture trustee to be appointed for those classes of notes.

The indenture trustee and its affiliates may hold notes in its own name or as a pledgee.  For the purpose of meeting the legal requirements of some jurisdictions, the issuing entity and the owner trustee will have the power to appoint co-trustees or separate trustees of all or any part of the issuing entity.

Asset Representations Reviewer

[                        ] will be the asset representations reviewer under the asset representations review agreement.  The asset representations reviewer is a [              ] [              ] and its principal offices are located at [              ].  The asset representations reviewer has [not] served [and currently is serving] as asset representations reviewer for [     ] securitization transactions involving motorcycle receivables [but][and] [has served [and is currently serving] as asset representations reviewer for numerous securitization transactions involving [auto receivables] [pools of assets similar to the contracts].

[Insert further description of asset representations reviewer experience, as applicable and provided by asset representations reviewer, in the applicable prospectus]

The asset representations reviewer is, and for so long as the notes remain outstanding will be, an “eligible asset representations reviewer,” meaning that:

·it is not affiliated with the sponsor, the depositor, the servicer, the indenture trustee, the owner trustee or any of their affiliates, and

·neither it nor any of its affiliates has been hired by the sponsor or the underwriters to perform pre-closing due diligence work on the contracts.

The asset representations reviewer’s main obligations will be to review each review contract following receipt of a review notice from the indenture trustee, and to provide a report on the results of the review to the issuing entity, the servicer and the indenture trustee. A “review contract” includes each contract that is 60 days or more delinquent (assuming 30-day months) at the end of the prior month, as determined in accordance with the servicer’s customary servicing practices. See “The Contracts—Asset Representations Review”

The asset representations reviewer is not responsible for reviewing the contracts for compliance with the representations under the transaction documents (except in connection with review under the asset representations review agreement), determining whether noncompliance with any representation is a breach of the transaction documents, or determining if any contract is required to be repurchased.

The administrator, on behalf of the issuing entity, will pay annual fees and review fees of the asset representations reviewer and reimburse the asset representations reviewer for reasonable travel expenses relating to a review and pay any indemnities due to the asset representations reviewer.  The issuing entity will pay any unpaid amounts to the asset representations reviewer on each payment date, along with similar amounts owed to the indenture trustee and the owner trustee and expenses incurred by the issuing entity under the transaction documents, up to a maximum amount of $[                ] per year, in accordance with the priority of payments set forth in this prospectus. See “Payments to the Noteholders—Distributions” in this prospectus.  The issuing entity will pay any of these amounts in excess of the maximum amount only after paying in full on that payment date all other fees and expenses of the issuing entity and all required payments of principal of and interest on the notes, and after making any required deposits in the reserve account.  Following an event of default, however, expenses and indemnities will be paid first.

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The asset representations reviewer will not be liable for any action, omission or error in judgment unless resulting from willful misconduct, bad faith or negligence by the asset representations reviewer.  The asset representations reviewer will not be liable for any errors in any review materials relied on by it to perform a review or for the noncompliance or breach of any representation made about the contracts.

The issuing entity and the administrator will indemnify the asset representations reviewer for liabilities and damages resulting from the asset representation reviewer’s performance of its obligations under the asset representations review agreement unless resulting from the willful misconduct, bad faith or negligence (other than errors in judgment) of the asset representations reviewer or the breach of representations made by the asset representations reviewer in the asset representations review agreement.

The asset representations reviewer may not resign, unless the asset representations reviewer becomes legally unable to perform its obligations as asset representations reviewer.  The issuing entity may remove the asset representations reviewer if the asset representations reviewer ceases to be an eligible asset representations reviewer, becomes legally unable to perform its obligations, or becomes subject to a bankruptcy or similar proceeding.  No resignation or removal of the asset representations reviewer will be effective until a successor asset representations reviewer is in place.  Any successor asset representations reviewer must be an eligible asset representations reviewer.  Expenses relating to the transitioning of the asset representations reviewer obligations to the successor asset representations reviewer will be paid by the asset representations reviewer.

If the asset representations reviewer resigns or is otherwise removed or substituted, such resignation, removal or substitution will be reported on the Form 10-D for that month.

The [Swap][Cap] Counterparty

[                        ] will be the [swap][cap] counterparty under the interest rate [swap][cap] agreement.  The [swap][cap] counterparty is a [                        ] and its principal offices are located at [                        ].

[Additional disclosure relating to the [swap][cap] counterparty under Item 1115 of Regulation AB to be provided as applicable.]

Affiliations and Certain Relationships and Transactions

The owner trustee is not an affiliate of any of the depositor, the sponsor, the servicer, the issuing entity, the indenture trustee[, the underlying trust, the underlying trustee] or the asset representations reviewer.  However, [the owner trustee and its affiliates act as owner trustee for other trusts established by the depositor, and] the owner trustee or one or more of its affiliates may, from time to time, engage in arm’s-length transactions with the depositor, the servicer, the sponsor, the indenture trustee[, the underlying trustee] or affiliates of any of them, that are distinct from its role as owner trustee, including transactions both related and unrelated to the securitization of motorcycle contracts.

[The underlying trustee is not an affiliate of any of the depositor, the sponsor, the servicer, the issuing entity, the indenture trustee, the owner trustee, or the asset representations reviewer.  However, [the underlying trustee and its affiliates act as underlying trustee for other trusts established by the depositor, and] the underlying trustee or one or more of its affiliates may, from time to time, engage in arm’s-length transactions with the depositor, the servicer, the sponsor, the indenture trustee or affiliates of any of them, that are distinct from its role as underlying trustee, including transactions both related and unrelated to the securitization of motorcycle contracts.]

The indenture trustee is not an affiliate of any of the depositor, the sponsor, the servicer, the issuing entity, the owner trustee[, the underlying trust, the underlying trustee] or the asset representations reviewer.  However, [the indenture trustee acts as indenture trustee for securities issued by other trusts

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established by the depositor, and] the indenture trustee or one or more of its affiliates may, from time to time, engage in arm’s-length transactions with the depositor, the servicer, the sponsor, the owner trustee[, the underlying trustee]  or affiliates of any of them, that are distinct from its role as indenture trustee, including transactions both related and unrelated to the securitization of motorcycle contracts.

The asset representations reviewer is not an affiliate of any of the depositor, the sponsor, the servicer, the issuing entity, the owner trustee[, the underlying trust, the underlying trustee] or the indenture trustee.  However, the asset representations reviewer acts as asset representations reviewer for certain securitization transactions involving other trusts established by the depositor.

The sponsor (which is also the seller, the servicer and the administrator) and the depositor are affiliates and engage in transactions with each other involving the securitization of motorcycle receivables, including those described in this prospectus.

[Additional disclosure will be included here if the underlying trustee and owner trustee are affiliated.]

[Additional disclosure will be included with respect to any swap counterparty and Eaglemark Savings Bank under Section 1119 of Regulation AB, as applicable.]

[Use if no underlying trust is utilized with respect to an issuance:][The depositor or one of its affiliates will initially retain the certificate, which represents the beneficial ownership interest in the issuing entity.  Therefore, the issuing entity will be [a direct subsidiary or an affiliate of the depositor and] an indirect subsidiary or an affiliate of the sponsor.  The depositor and its affiliates retain the right to sell all or a portion of any certificate held by them at any time[, subject to certain restrictions as discussed under “The Sponsor, Seller, Servicer and Administrator—Credit Risk Retention.”][.]  [Following such a sale to an unaffiliated third party, the issuing entity may cease to be an affiliate of either the sponsor or the depositor.]  The issuing entity has not engaged, and will not engage, in any material transactions with the sponsor or the depositor that are outside of the ordinary course of business or that are other than at arm’s-length.  The depositor’s retained interests will not be hedged by HDCC, the depositor or any of their affiliates.]

[Use if an underlying trust is utilized with respect to an issuance:][ The certificates issued by the issuing entity, which represents the beneficial ownership interest in the issuing entity, will be sold to investors, each of which will be unaffiliated third parties.  Following such a sale, the issuing entity will cease to be an affiliate of either the sponsor or the depositor.  The issuing entity has not engaged, and will not engage, in any material transactions with the sponsor or the depositor that are outside of the ordinary course of business or that are other than at arm’s-length.

The underlying certificate issued by the underlying trust, which represents the entire ownership interest in the underlying trust, will be issued to the issuing entity.  The underlying trust is not an affiliate of either the sponsor or the depositor except through its relationship with the issuing entity.  The underlying trust has not engaged, and will not engage, in any material transactions with the sponsor or the depositor that are outside of the ordinary course of business or that are other than at arm’s-length.]

[In the ordinary course of business from time to time, HDCC and its affiliates have business relationships and agreements with affiliates of the owner trustee[, the underlying trustee] and the indenture trustee [and the swap counterparty and its affiliates], including commercial banking and corporate trust services, committed credit facilities, underwriting agreements, hedging agreements and investment and financial advisory services, all on arm’s-length terms and conditions.]

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[To be included as applicable: any additional disclosure under Item 1119 of Regulation AB as may be required in the context of a particular takedown.]

The Contracts

The [issuing entity][underlying trust] will own a pool of promissory notes and security agreements and retail installment sale contracts secured by new and used motorcycles.

Harley-Davidson® Motorcycles

The motorcycles securing the contracts generally are new or used motorcycles manufactured by Harley-Davidson.  [  ]% of the aggregate principal balance of all contracts relate to, and are secured by, new or used motorcycles manufactured by other manufacturers.  See “Other Manufacturers” below in this prospectus.

Harley-Davidson designs, manufactures and sells at wholesale on-road Harley-Davidson motorcycles as well as a line of motorcycle parts, accessories, general merchandise and related services. Harley-Davidson branded motorcycle products feature classic styling, innovative design, distinctive sound, and superior quality with the ability to customize. Harley-Davidson manufactures six platforms of motorcycles: Touring, Dyna®, Softail®, Sportster®, V-Rod® and Street. The first four of these motorcycle platforms are powered by air-cooled, or combination air- and liquid-cooled, twin-cylinder engines with a 45-degree “V” configuration. The V-Rod® and Street platforms are powered by liquid-cooled, twin-cylinder engines with a 60-degree “V” configuration.  Harley-Davidson primarily competes in the market segment consisting of on-road motorcycles with engine displacements of 601cc and greater.  Harley-Davidson’s engines currently range in displacement from 494cc to 1802cc.

The on-road motorcycle market is comprised of the following categories:  standard (a basic motorcycle that usually features upright seating for one or two passengers); sportbike (incorporates racing technology, aerodynamic styling, low handlebars with a “sport” riding position and high performance tires); cruiser (emphasizes styling and owner customization); touring (incorporates features such as saddlebags, fairings, or large luggage compartments and emphasizes rider comfort and load capacity); and dual (designed with the capability for use on public roads as well as for some off-highway recreational use).  Harley-Davidson competes in the touring and cruiser categories of the on-road motorcycle market. The touring category of the on-road motorcycle market was pioneered by Harley-Davidson and includes the Harley-Davidson Touring platform of motorcycles, including three-wheeled motorcycles, which are generally equipped with fairings, windshields, saddlebags and/or Tour Pak® luggage carriers. The cruiser category of the on-road motorcycle market includes motorcycles featuring the distinctive styling associated with classic Harley-Davidson® motorcycles and includes Harley-Davidson’s Dyna®, Softail®, V-Rod®, Sportster® and Street motorcycle platforms.

Other Manufacturers

Contracts aggregating [  ]% of the aggregate principal balance of all contracts relate to, and are secured by, new or used motorcycles manufactured by Honda, Yamaha, Suzuki, Kawasaki, BMW and Buell, as well as certain other manufacturers.

Criteria for Selecting the Contracts

The contracts have been selected by the seller from the seller’s portfolio of contracts using several criteria, some of which are set forth below and in this prospectus under “The Sponsor, Seller, Servicer and Administrator” and “The Contracts—Criteria for Selecting the Contracts.”  The contracts

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have been originated indirectly by the seller primarily through Eaglemark Savings Bank and, to a limited extent, through Harley-Davidson® motorcycle dealers, and subsequently acquired by the depositor from the seller in the ordinary course of the depositor’s business.  The selection criteria include the requirements that each contract:

·is a fixed rate, simple interest promissory note and security agreement or retail installment sale contract relating to the retail purchase of a motorcycle;

·was originated in the United States or in U.S. territories or military bases and is payable in U.S. dollars;

·is secured by a new or used motorcycle manufactured by Harley-Davidson or certain other motorcycle manufacturers;

·has a contract interest rate of not less than [       ]%;

·will be less than 30 days delinquent as of the cutoff date;

·will amortize the amount financed over an original term (which is the actual number of payment cycles over the life of the contract) no greater than [   ] months (not including any deferral period preceding the initial payment, which generally will not exceed three months); and

·will have a principal balance of at least $[        ] as of the cutoff date.

No selection procedures believed to be adverse to the noteholders have been or will be utilized in selecting the contracts from qualifying promissory notes and security agreements and retail installment sale contracts.  No expenses incurred in connection with the selection and acquisition of the contracts are payable from the proceeds of the issuance of the notes.

Characteristics of the Contracts

The characteristics set forth in this section are based on the [statistical] pool of contracts as of [                   ] (the [statistical] cutoff date) or the date of origination, as applicable.  [The statistical pool of contracts consists of contracts that met the criteria described above and below as of the statistical cutoff date and is expected to be representative in all material respects of the actual pool of contracts to be transferred to the [issuing entity][underlying trust] on the closing date, except that there will be fewer contracts in the actual pool of contracts and the actual pool of contracts will have a smaller pool balance.  The actual pool of contracts will be selected from the statistical pool.  The aggregate characteristics of the actual pool of contracts will vary from the characteristics of the statistical pool of contracts as of the statistical cutoff date set forth below.  In particular, the number of contracts and the initial pool balance of the actual pool of contracts will be less than the number of contracts and pool balance of the statistical pool of contracts as of the statistical cutoff date.  See “Risk Factors—This prospectus provides information regarding only the statistical pool of contracts as of the statistical cutoff date, and the actual pool of contracts will have different characteristics” in this prospectus.]  “Initial pool balance” means the pool balance as of the cutoff date.

As of [                   ], the aggregate outstanding principal balance of the [statistical] pool of contracts was $[                        ].  [The actual pool of contracts transferred to the [issuing

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entity][underlying trust] will have an aggregate outstanding principal balance of not less than $[                        ] as of the cutoff date.]

The [statistical] pool of contracts has the following characteristics:

·the latest scheduled payment of any contract as of the [statistical] cutoff date is due no later than [                   ];

·as of the [statistical] cutoff date, approximately [     ]% of the pool balance of the [statistical] pool of contracts was attributable to contracts that had at least one payment made by the [statistical] cutoff date, and approximately [     ]% of the pool balance of the [statistical] pool of contracts was attributable to contracts that did not have at least one payment made by the [statistical] cutoff date (and such contracts have a first scheduled payment date no later than [          ]);

·as of the [statistical] cutoff date, approximately [     ]% of the pool balance of the [statistical] pool of contracts was attributable to loans to purchase motorcycles that were new, and approximately [     ]% of the pool balance of the [statistical] pool of contracts was attributable to loans to purchase motorcycles that were used, at the time the related contract was originated;

·as of the [statistical] cutoff date, approximately [     ]% of the pool balance of the [statistical] pool of contracts was attributable to loans to purchase motorcycles manufactured by Harley-Davidson Motor Company, and approximately [     ]% of the pool balance of the [statistical] pool of contracts was attributable to loans to purchase motorcycles not manufactured by Harley-Davidson Motor Company;

·the contracts in the [statistical] pool of contracts have a contract interest rate of at least [     ]% per annum and not more than [     ]% per annum, and the weighted average contract interest rate of the [statistical] pool of contracts as of the [statistical] cutoff date was approximately [     ]% per annum (see Table 1 below);

·the contracts in the [statistical] pool of contracts had remaining terms, as of the [statistical] cutoff date, of at least [     ] months but not more than [     ] months and original terms (not including any initial deferral period) of at least [     ] months but not more than [     ] months (See Tables 2 and 3 below);

·the contracts in the [statistical] pool of contracts had a weighted average remaining term to maturity as of the [statistical] cutoff date of approximately [     ] months, and a weighted average original term to maturity of approximately [     ] months;

·as of the [statistical] cutoff date, the average outstanding principal balance per contract in the [statistical] pool of contracts was approximately $[     ], and the outstanding principal balances on the contracts in the [statistical] pool of contracts ranged from $[     ] to $[     ] (see Table 4 below);

·the contracts in the [statistical] pool of contracts arose from loans to obligors located in the United States and the U.S. territories and military bases.  Obligors located in the following states accounted for the following approximate amounts expressed as a percentage of the pool balance of the [statistical] pool of contracts as of the [statistical] cutoff date: [     ]% in [     ], [     ]% in [     ], and [     ]% in [     ] (see Table 5 below).  No

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other state or geographic area represented more than 5.00% of the pool balance of the [statistical] pool of contracts as of the [statistical] cutoff date;

·as of the [statistical] cutoff date, the weighted average FICO® score as of the date of origination of obligors for which a FICO®  score was obtained in respect of the [statistical] pool of contracts was approximately [     ], and the FICO® scores as of the date of origination of obligors in respect of the [statistical] pool of contracts ranged from [     ] to [     ] (see Table 6 below);

·as of the [statistical] cutoff date, approximately [     ]% of the pool balance of the [statistical] pool of contracts was attributable to loans originated by Eaglemark Savings Bank, and approximately [     ]% of the pool balance of the [statistical] pool of contracts was attributable to loans not originated by Eaglemark Savings Bank; and

·as of the [statistical] cutoff date, approximately [     ]% of the pool balance of the [statistical] pool of contracts was attributable to loans evidenced by contracts originated as electronic contracts.

Certain contracts may have been originated under one of the following incentive financing programs offered by Eaglemark Savings Bank or the seller in connection with the retail purchase of new or used Harley-Davidson® motorcycles:

·low contract interest rate;

·no down payment;

·no down payment and low contract interest rate;

·deferred first payment, in which the first payment on a contract is deferred generally for a period of up to 120 days (but in certain limited instances, as many as 210 days) and no interest accrues under such contract generally for a period of up to 90 days (but in certain limited instances, as many as 180 days);

·no down payment and deferred first payment (as described above); and

·certain other financing programs.

Contracts originated under a no down payment financing program (which may include a no down payment offer in conjunction with another incentive financing program) constituted approximately [     ]% of the pool balance of the [statistical] pool of contracts as of the [statistical] cutoff date.  While such contracts were originated under a no down payment financing option, some obligors elected to make a down payment (contracts originated under a no down payment financing program and with respect to which no down payment was made constituted approximately [     ]% of the pool balance of the [statistical] pool of contracts as of the [statistical] cutoff date).  Contracts with respect to which a down payment that was less than 10% was made constituted approximately [     ]% of the pool balance of the [statistical] pool of contracts as of the [statistical] cutoff date.  Contracts originated under a promotional rate program (which may include a promotional rate offer in conjunction with another incentive financing program) constituted approximately [     ]% of the pool balance of the [statistical] pool of contracts as of the [statistical] cutoff date.  No other incentive financing program represented more than [     ]% of the pool balance of the [statistical] pool of contracts as of the [statistical] cutoff date.

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The following tables describe the following characteristics of the [statistical] pool of contracts as of the [statistical] cutoff date:  the distribution by contract interest rate, the distribution by remaining term to maturity, the distribution by original term to maturity, the distribution by outstanding principal balance, the geographic distribution and the distribution by FICO® score as of the date of contract origination.  Following the transfer of the contracts to the [issuing entity][underlying trust], the aggregate characteristics of the actual pool of contracts will vary from those of the [statistical] pool of contracts as of the [statistical] cutoff date.

TABLE 1

DISTRIBUTION BY CONTRACT INTEREST RATE OF THE [STATISTICAL] POOL OF CONTRACTS

(AS OF THE [STATISTICAL] CUTOFF DATE)

CONTRACT INTEREST RATE	NUMBER OF CONTRACTS	PERCENT OF NUMBER OF CONTRACTS (1)		TOTAL OUTSTANDING PRINCIPAL BALANCE		PERCENT OF POOL BALANCE (1)
[  ]% - [  ]%	[   ]	[   ]		[          ]		[   ]
[  ]% - [  ]%	[   ]	[   ]		[          ]		[   ]
[  ]% - [  ]%	[   ]	[   ]		[          ]		[   ]
TOTALS:	[   ]	100.00	%	$	[          ]	100.00	%

(1)Percentages may not add to 100.00% because of rounding.

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TABLE 2

DISTRIBUTION BY REMAINING TERM (MONTHS) TO MATURITY

OF THE [STATISTICAL] POOL OF CONTRACTS

(AS OF THE [STATISTICAL] CUTOFF DATE)

REMAINING TERM (MONTHS) TO MATURITY	NUMBER OF CONTRACTS	PERCENT OF NUMBER OF CONTRACTS (1)		TOTAL OUTSTANDING PRINCIPAL BALANCE		PERCENT OF POOL BALANCE (1)
[  ] – [  ]	[   ]	[   ]		[          ]		[   ]
[  ] – [  ]	[   ]	[   ]		[          ]		[   ]
[  ] – [  ]	[   ]	[   ]		[          ]		[   ]
TOTALS:	[   ]	100.00	%	$	[          ]	100.00	%

(1)Percentages may not add to 100.00% because of rounding.

TABLE 3

DISTRIBUTION BY ORIGINAL TERM (MONTHS) TO MATURITY(1)

OF THE [STATISTICAL] POOL OF CONTRACTS

(AS OF THE [STATISTICAL] CUTOFF DATE)

ORIGINAL TERM (MONTHS) TO MATURITY	NUMBER OF CONTRACTS	PERCENT OF NUMBER OF CONTRACTS (2)		TOTAL OUTSTANDING PRINCIPAL BALANCE		PERCENT OF POOL BALANCE (2)
[  ] – [  ]	[   ]	[   ]		[          ]		[   ]
[  ] – [  ]	[   ]	[   ]		[          ]		[   ]
[  ] – [  ]	[   ]	[   ]		[          ]		[   ]
TOTALS:	[   ]	100.00	%	$	[          ]	100.00	%

(1)Excluding any initial deferral period (such deferral period generally not exceeding 120 days, but in certain limited instances ranging up to 210 days).

(2)Percentages may not add to 100.00% because of rounding.

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TABLE 4

DISTRIBUTION BY OUTSTANDING PRINCIPAL BALANCE OF THE [STATISTICAL] POOL OF CONTRACTS

(AS OF THE [STATISTICAL] CUTOFF DATE)

OUTSTANDING PRINCIPAL BALANCE	NUMBER OF CONTRACTS	PERCENT OF NUMBER OF CONTRACTS (1)		TOTAL OUTSTANDING PRINCIPAL BALANCE		PERCENT OF POOL BALANCE (1)
$[     ] - $[     ]	[   ]	[   ]		[          ]		[   ]
$[     ] - $[     ]	[   ]	[   ]		[          ]		[   ]
$[     ] - $[     ]	[   ]	[   ]	)	[          ]		[   ]
TOTALS:	[   ]	100.00	%	$	[          ]	100.00	%

(1)Percentages may not add to 100.00% because of rounding.

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TABLE 5

GEOGRAPHIC DISTRIBUTION OF THE [STATISTICAL] POOL OF CONTRACTS

(AS OF THE [STATISTICAL] CUTOFF DATE)

GEOGRAPHIC LOCATION(1)	NUMBER OF CONTRACTS	PERCENT OF NUMBER OF CONTRACTS (2)	TOTAL OUTSTANDING PRINCIPAL BALANCE	PERCENT OF POOL BALANCE (2)
ALABAMA
ALASKA
ARIZONA
ARKANSAS
CALIFORNIA
COLORADO
CONNECTICUT
DELAWARE
DISTRICT OF COLUMBIA
FLORIDA
GEORGIA
HAWAII
IDAHO
ILLINOIS
INDIANA
IOWA
KANSAS
KENTUCKY
LOUISIANA
MAINE
MARYLAND
MASSACHUSETTS
MICHIGAN
MINNESOTA
MISSISSIPPI
MISSOURI
MONTANA
NEBRASKA
NEVADA
NEW HAMPSHIRE
NEW JERSEY
NEW MEXICO
NEW YORK
NORTH CAROLINA
NORTH DAKOTA
OHIO
OKLAHOMA
OREGON
PENNSYLVANIA
RHODE ISLAND

(1)Based on billing addresses of obligors as of the [statistical] cutoff date.

(2)Percentages may not add to 100.00% because of rounding.

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GEOGRAPHIC LOCATION(1)	NUMBER OF CONTRACTS	PERCENT OF NUMBER OF CONTRACTS (2)		TOTAL OUTSTANDING PRINCIPAL BALANCE	PERCENT OF POOL BALANCE (2)
SOUTH CAROLINA
SOUTH DAKOTA
TENNESSEE
TEXAS
UTAH
VERMONT
VIRGINIA
WASHINGTON
WEST VIRGINIA
WISCONSIN
WYOMING
OTHER (3)
TOTALS:		100.00	%	$	100.00	%

(1)Based on billing addresses of obligors as of the [statistical] cutoff date.

(2)Percentages may not add to 100.00% because of rounding.

(3)Includes U.S. territories and military bases.

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Each of Eaglemark Savings Bank’s and the seller’s credit underwriting analysis includes an evaluation of an applicant’s FICO®* score to the extent available.  Eaglemark Savings Bank or the seller obtains a FICO® score for an applicant at the time the credit application is submitted, to the extent available from one or more of the credit bureaus used in processing the application.  A FICO® score is a widely used industry measurement determined by Fair Isaac Corporation using information collected by the major credit bureaus to assess credit risk.  FICO® scores are based on independent third party information, the accuracy of which cannot be verified.  Data from an independent credit reporting agency, such as FICO® scores, is one of several factors that may be used by Eaglemark Savings Bank or the seller in its credit underwriting analysis to assess the credit risk associated with each applicant.  FICO® scores should not necessarily be relied upon as a meaningful predictor of the performance of the contracts.  In addition, FICO® scores may change over time, depending on the conduct of the obligor and changes in credit score technology and therefore an obligor’s FICO® score at this time or at any time in the future may be higher or lower than the obligor’s FICO® score as of origination.

The following table summarizes the distribution of FICO® scores for the [statistical] pool of contracts as of the [statistical] cutoff date using FICO® scores obtained as of origination of each contract.  There can be no assurance that FICO® scores will be an accurate predictor of the likelihood of repayment of the related contract or that any obligor’s credit score would not be lower if obtained as of the [statistical] cutoff date or the cutoff date.

TABLE 6

DISTRIBUTION (AS OF THE [STATISTICAL] CUTOFF DATE) BY FICO® SCORE (AS OF ORIGINATION) OF THE [STATISTICAL] POOL OF CONTRACTS

FICO® SCORE	NUMBER OF CONTRACTS	PERCENT OF NUMBER OF CONTRACTS (1)		TOTAL OUTSTANDING PRINCIPAL BALANCE		PERCENT OF POOL BALANCE (2)
[   ] – [   ]	[   ]	[   ]		[            ]		[            ]
[   ] – [   ]	[   ]	[   ]		[            ]		[            ]
[   ] – [   ]	[   ]	[   ]		[            ]		[            ]
TOTALS:	[   ]	100.00	%	$	[            ]	100.00	%

(1)Percentages may not add to 100.00% because of rounding.

* FICO® is a federally registered servicemark of Fair Isaac Corporation.

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Contract Review Information

The depositor performed a review of the [statistical] pool of contracts in order to provide reasonable assurance that the information contained in this prospectus regarding the [statistical] pool of contracts is accurate in all material respects. This review consisted of an eligibility review, a contract review, and a review of the disclosures concerning the contracts contained in this prospectus. The depositor consulted with and was assisted by appropriate personnel of HDCC in performing the review and confirmed with HDCC’s senior management that they performed a comprehensive review of the information regarding the contracts contained in this prospectus. The depositor and HDCC designed the nature and extent of the procedures used for the contract review. Portions of the review of legal matters and the review of statistical information were performed by HDCC personnel with the assistance of third parties engaged by the depositor and HDCC. In addition, the descriptions of the general information about the contracts were reviewed and confirmed as accurate by relevant personnel at HDCC. The depositor takes full responsibility for the review of the contracts and attributes all findings and conclusions of the review to itself.

As described in this prospectus under “The Sponsor, Seller, Servicer and Administrator,” the pool of contracts being sold to the issuing entity was underwritten in accordance with Eaglemark Savings Bank’s and the HDCC’s underwriting guidelines.  HDCC performed a review of the contracts to confirm that they satisfy the criteria set forth in this prospectus under “The Contracts—Criteria for Selecting the Contracts” and “—Characteristics of the Contracts.”  Manual cross-checks were performed to ensure that the applicable systematic and manual filters, which are designed to ensure that the pool conforms with the established characteristics criteria, were being applied accurately. A review was performed, utilizing a random sampling of contracts as described below, to provide comfort that the information in HDCC’s data file materially matched the individual contract files. The data file is an electronic record maintained by HDCC, which includes certain attributes of the contracts.

A random sample of [    ] contract files was selected, and [    ] different data points of each selected contract file were compared, to confirm that the attributes of such contract files conform to the applicable information on the aggregate initial data file of [    ] records.  [The final aggregate data file containing [    ] records included [    ] of the sampled contract files. A decrease in the sample size is due to the normal monthly activity of the loans, along with the removal of contracts no longer meeting the eligibility criteria.] [No exceptions were found.] [Out of [    ] data points reviewed or compared in the sample contracts, the depositor found [    ] errors relating to [    ] contracts.  The depositor considers the errors to be immaterial and does not consider the errors to be indicative of any systemic errors in the contract data.]

The pool composition and stratification tables under “The Contracts—Characteristics of the Contracts” in this prospectus were reviewed by multiple parties, including third parties.  The depositor determined the nature, extent and timing of the review and the sufficiency of the assistance provided by the third parties for purposes of its review. The depositor had ultimate authority and control over, and assumes all responsibility for, the review and the findings and conclusions of the review. The depositor attributes all findings and conclusions of the review to itself.  [No discrepancies in the pool composition and stratification tables were found and the depositor takes full responsibility for the contents thereof.]

The depositor’s review of the contracts is supported by Eaglemark Savings Bank’s and HDCC’s compliance procedures used in the day-to-day operation of their businesses. These procedures include regular audits of key business functions, including contract origination, servicing and systems processing, controls to verify compliance with procedures and quality assurance reviews for credit decisions, contract funding and securitization processes. In addition, HDCC has an integrated network of computer applications to make certain that information about the contracts is accurately captured and maintained in its contract files and other systems. These computer systems are subject to change control processes, controls testing and control review programs to determine whether systems controls are operating effectively and accurately. All of these controls and procedures are intended to ensure integrity of data and information and accuracy of securitization disclosures.

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As described in this prospectus under “The Sponsor, Seller, Servicer and Administrator,” the majority of credit applications are automatically evaluated and approved or declined based on an automated decisioning process.  Remaining applications are assigned to a credit analyst for further evaluation.  In addition, some automatically decisioned applications are subsequently reviewed and decisioned by a credit analyst, typically as a result of a dealer request.  [        ] contracts, having an aggregate outstanding principal balance of $[        ] (approximately [        ]% of the pool balance of the [statistical] pool of contracts as of the [statistical] cutoff date), were approved by the automated decisioning process and [        ] contracts, having a total outstanding principal balance of $[        ] (approximately [        ]% of the pool balance of the [statistical] pool of contracts as of the [statistical] cutoff date), were reviewed by a credit analyst with appropriate authority in accordance with the underwriting guidelines approved by the seller.  The seller does not consider any of the contracts to constitute exceptions to its underwriting guidelines, as described in this prospectus.

After completion of the reviews described above, the depositor has concluded that it has reasonable assurance that the disclosure regarding the contracts in this prospectus is accurate in all material respects.

Representations, Repurchase and Asset Representations Review

Representations Regarding Contracts

As Seller, HDCC will make representations to the depositor about each receivable.  Generally, these representations relate to the origination of the receivable, the characteristics of the receivable, legal compliance, terms of the contract and status of the contract, as well as the selection criteria described in “The Contracts—Criteria for Selection” above.  In addition, the representations include:

·each contract, at the time it was originated, complied in all material respects with applicable law,

·each of the contracts is secured by, or the seller has started procedures that will result in, a first priority (except with respect to mechanic’s liens and the like relating to a financed motorcycle) perfected security interest in the financed motorcycle in favor of HDCC, and

·each contract is on a form contract that includes rights and remedies allowing the holder to enforce the obligation and realize on the financed motorcycle and represents the legal, valid and binding payment obligation of the obligor, enforceable in all material respects by the holder of the contract, except as may be limited by bankruptcy, insolvency, reorganization or other laws relating to the enforcement of creditors’ rights or by general equitable principles and consumer protection laws.

In addition, HDCC will make representations about the entire pool of receivables and other property sold to the depositor, including that:

·the information provided about the contracts is true, complete and correct in all material respects;

·immediately before the sale of the contracts and other property to the depositor, HDCC had, and immediately following the sale the depositor will have, good title to the contracts and other property, free and clear of liens not permitted by the transaction documents, and

·following the sale of the contracts and other property to the depositor, the depositor will have a first priority perfected security interest in the contracts and the other property.

The depositor will make similar representations to the [issuing entity][underlying trust] about each contract and the pool of contracts and other property.

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Obligations to Repurchase Contracts

In the event of an uncured breach of any representation or warranty with respect to a contract that materially and adversely affects the [issuing entity’s][underlying trust’s] interest in the contract, the depositor is obligated to repurchase the contract from the [issuing entity][underlying trust] and the seller will be obligated to repurchase the contract from the depositor.  Any such repurchase shall be made not later than two business days prior to the first payment date after the last day of the calendar month in which the servicer, the owner trustee or the indenture trustee becomes aware and gives notice to the depositor and the seller of the breach or the depositor or the seller becomes aware of the breach. The purchase price will be equal to the required payoff amount of the contract.  The owner trustee or the indenture trustee may enforce this repurchase obligation on your behalf, and such repurchase obligation will constitute your sole remedy available against the depositor or the seller for any uncured breach of its representations and warranties in the sale and servicing agreement and the transfer and sale agreement, except that the seller will indemnify the depositor, the issuing entity, the owner trustee, the indenture trustee[, the underlying trust, the underlying trustee] and the noteholders against losses, damages, liabilities and claims which may be asserted against any of them as a result of third-party claims arising out of the facts giving rise to that breach.

In addition, irrespective of whether or not it has been determined that an uncured breach of any representation or warranty with respect to a contract would materially and adversely affect the issuing entity’s interest in the contract, if the servicer determines that the representation and warranty of the seller with respect to compliance with consumer credit and other laws may have been violated with respect to one or more contracts, and that amendment of the terms of such contract(s) could better ensure compliance with applicable laws, and if the seller notifies the servicer in writing of its intention to amend the terms of such contract(s) to ensure compliance with applicable laws upon reacquisition of the contract(s), the servicer will give prompt written notice of such determination to the other parties and the depositor will be obligated to repurchase the contract from the [issuing entity][underlying trust] and the seller will be obligated to repurchase the contract from the depositor.  The purchase price will be equal to the required payoff amount of the contract.  No contract will be reacquired pursuant to the provisions described in this paragraph if, after giving effect to such reacquisition, the aggregate principal balance of the contracts so reacquired, measured as of the cutoff date, would exceed 10% of the pool balance as of the cutoff date. If it is determined prior to repurchase of such a contract that an uncured breach of any representation or warranty with respect to that contract materially and adversely affects the issuing entity’s interest in the contract, and the depositor would otherwise be obligated to repurchase such contract from the issuing entity, then such a repurchase will not be counted towards the 10% cap described in this paragraph.

Upon the repurchase by the seller of a contract, the indenture trustee, the issuing entity and the depositor will release the contract and their respective interests in the related financed motorcycle to the seller.

Asset Representations Review

As Seller, HDCC will make representations to the depositor about each receivable.  Generally, these representations relate to the origination of the receivable, the characteristics of the receivable, legal compliance, terms of the contract and status of the contract, as well as the selection criteria described in “—Criteria for Selection” above.

If two triggers are met, the asset representations reviewer will perform a review of contracts to test for compliance with the representations made by HDCC and the depositor about the contracts.  The first trigger is a delinquency trigger that will occur if the aggregate principal balance of contracts in the pool that are 60 days or more delinquent (assuming 30-day months) as of the end of the month, as determined in accordance with the servicer’s customary servicing practices, as a percentage of the pool balance as of the beginning of such month meets or exceeds the percentage for that month set by HDCC as described in “— Delinquency Trigger” below.  If the delinquency trigger occurs, it will be reported on the investor report and in the Form 10-D for that month.  The second trigger is a voting trigger that will be met if, following the occurrence of a delinquency trigger, the beneficial owners of the notes of at least 5% of the principal amount of notes (excluding any notes held by the sponsor, the servicer, or any affiliate of the sponsor or the servicer) demand a vote and, subject to a 5% voting quorum, the beneficial owners of the notes of a majority of the principal amount of the notes that are voted elect to perform a review.

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Delinquency Trigger

The “delinquency trigger” for any payment date and the related preceding calendar month will be [  ]%.  The delinquency trigger was calculated as a multiple of [  ] times the previous historical monthly peak delinquency percentage of ABS pools rounded to the nearest 0.50%. In determining the highest historical monthly peak delinquency percentage, HDCC considered the monthly performance observed in each of its public securitization transactions under the Harley-Davidson Motorcycle Trust platform from [            ] through [           ]. HDCC believes the delinquency trigger is appropriate based on its experience and observation of the historical 60-day delinquent contracts in its public securitization transactions over time. The delinquency trigger has been set at a level in excess of historical peak delinquency percentage to assure that the delinquency trigger is not exceeded due to events unrelated to HDCC’s underwriting, such as ordinary fluctuations in the economy, volatile oil prices, housing price declines, terrorist events, extreme weather conditions or an increase of an obligor’s payment obligations under other indebtedness incurred by the obligor. For purposes of determining whether or not a delinquency trigger has occurred, calculations will not include liquidated contracts, but will include any other contracts in bankruptcy or repossession as of the date of determination.

Voting Trigger

When a delinquency trigger is reported, a beneficial owner of a note may demand that the indenture trustee call a vote of all beneficial owners on whether to direct the asset representations reviewer to perform a review by contacting the indenture trustee in accordance with the procedures discussed in this prospectus under “Description of the Notes and the Indenture—Certain Information Regarding the Notes—Noteholder Communication.”  If the beneficial owners of at least 5% of the principal amount of the notes demand a vote within [90] days after the filing of the Form 10-D reporting the occurrence of the delinquency trigger, the indenture trustee will submit the matter to a vote of all noteholders through DTC.  The vote will remain open until the [150th] day after the filing of that Form 10-D.  Assuming a voting quorum of beneficial owners holding at least 5% of the principal amount of the notes is reached, if the beneficial owners of a majority of the principal amount of the notes that are voted elect to direct a review, the indenture trustee will notify the asset representations reviewer and the servicer to start the review.  If the requirements of the voting trigger are not met within these time periods, no asset representations review will occur for that occurrence of the delinquency trigger.

Asset Representations Review Process

The review will be performed on each contract that is 60 or more days delinquent (assuming 30-day months) at the end of the prior month, as determined in accordance with the servicer’s customary servicing practices, or the “review contracts.”  Within 60 days of the receipt of a review notice, the servicer will give the asset representations reviewer access to the contract files and other information necessary for the review of all of the review contracts.  Upon receiving access to the review materials, the asset representations reviewer will start its review of the review contracts and complete its review within [60] days after receiving access to the review materials.  The review period may be extended by up to an additional [30] days if the asset representations reviewer detects missing review materials that are subsequently provided within the [60]-day period or requires clarification of any review materials or testing procedures.  The review will consist of performing specific tests for each representation and each review contract and determining whether each test was passed or failed.  If the servicer notifies the asset representations reviewer that a review contract was paid in full or repurchased from the pool before the review report is delivered, the asset representations reviewer will terminate the tests of that contract and the review of that review contract will be considered complete.

The review tests were designed by HDCC to determine whether a contract was not in compliance with the representations made about it in the transaction documents at the relevant time, which is usually at origination of the contract or as of the cutoff date or closing date.  There may be multiple tests for each representation.  The review is not designed to determine why the obligor is delinquent or the creditworthiness of the obligor, either at the time of the review or at origination of the contract.  The review is not designed to determine whether the contract was serviced in compliance with the sale and servicing agreement after the cutoff date.  The review is not designed to establish cause, materiality or recourse for any failed test.  The review is not designed to determine whether HDCC’s origination, underwriting, purchasing and servicing policies and procedures are adequate, reasonable or prudent.

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Review Report

Within [five] days after completion of the review, the asset representations reviewer will provide a report to the issuing entity, the servicer, the depositor and the indenture trustee on the test results for each review contract and each representation, including any review contract for which the tests were considered complete, and the related reason.  Upon delivery of the review report, the depositor will investigate any contract relating to a failed test to confirm the breach and to determine whether the noncompliance with representations and warranties constitutes a default under the transaction documents.  The asset representations reviewer is not responsible for determining whether noncompliance with any representation is a breach of the transaction documents or if any contract is required to be repurchased.

Upon delivery of the review report, the asset representations reviewer will be entitled to receive a review fee of up to $[           ] for each contract tested in the review.  Upon receipt of the report, the review fee will be paid to the asset representations reviewer according to the priority of payments as described under “Payments to the Noteholders—Distributions.”  A summary of the report of the asset representations review will be included in the Form 10-D for the issuing entity in the month immediately following receipt of the report.

For more information about the asset representations reviewer, see “Asset Representations Reviewer” in this prospectus.

Dispute Resolution for Repurchase Requests

If a request is made for the repurchase of a contract due to a breach of a representation made about the contracts, and the repurchase is not resolved within 180 days after receipt by HDCC or the depositor of notice of the repurchase request, the requesting party, including a beneficial owner, will have the right to refer the matter, in its discretion, to either mediation (including non-binding arbitration) or binding third-party arbitration.  The requesting party must start the mediation or arbitration proceeding according to the rules of the mediation or arbitration organization within 90 days after the end of the 180-day period.  HDCC and the depositor must agree to participate in the selected resolution method. Dispute resolution to resolve repurchase requests will be available regardless of whether the beneficial owners voted to direct an asset representations review or whether the delinquency trigger occurred.

A mediation or arbitration will be administered by [The American Arbitration Association] using its mediation or arbitration rules in effect at the time of the proceeding.  If [The American Arbitration Association] no longer exists, or if its rules would no longer permit mediation or arbitration of the dispute, the matter will be administered by another nationally recognized mediation or arbitration organization selected by HDCC, using its rules then in effect.  However, if any rules of the mediation or arbitration organization are inconsistent with the procedures for the mediation or arbitration stated in the transaction documents, the procedures in the transaction documents will control.  Any mediation or arbitration will be held in [Chicago, Illinois] at the offices of the mediator or arbitrator or at another location selected by HDCC or the depositor.  Any party or witness may appear by teleconference or video conference.

A single mediator or arbitrator will be selected by the mediation or arbitration organization from a list of neutrals maintained by it according to its mediation or arbitration rules then in effect.  The mediator or arbitrator must be impartial, be an attorney admitted to practice in the state of [Illinois] and have at least [15] years of experience in commercial litigation and, if possible, consumer finance or asset-backed securitization matters.

For a mediation, the proceeding will start within [15] days after selection of the mediator and conclude within [30] days after the start of the mediation.  Expenses of the mediation will be allocated among the parties as

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mutually agreed by the parties as part of the mediation.  If the parties fail to agree at the completion of the mediation, the requesting party may refer the repurchase request to arbitration or may commence legal proceedings to resolve the dispute.

For an arbitration, the arbitrator will have the authority to schedule, hear and determine any motions according to New York law, and will do so at the motion of any party.  Discovery will be completed within [30] days of selection of the arbitrator and will be limited for each party to [two] witness depositions not to exceed five hours, [two] interrogatories, [one] document request and [one] request for admissions.  However, the arbitrator may grant additional discovery on a showing of good cause that the additional discovery is reasonable and necessary.  Briefs will be limited to no more than [ten] pages each, and will be limited to initial statements of the case, motions and a pre-hearing brief.  The evidentiary hearing on the merits will start no later than [60] days after selection of the arbitrator and will proceed for no more than [six] consecutive business days with equal time allocated to each party for the presentation of evidence and cross examination.  The arbitrator may allow additional time for discovery and hearing on a showing of good cause or due to unavoidable delays.

The arbitrator will make its final determination in writing no later than [90] days after its selection.  The arbitrator will resolve the dispute according to the transaction documents, and may not modify or change the transaction documents in any way or award remedies not consistent with the transaction documents.  The arbitrator will not have the power to award punitive or consequential damages.  In its final determination, the arbitrator will determine and award the expenses of the arbitration to the parties in its reasonable discretion.  The final determination of the arbitrator in binding arbitration will be final and non-appealable, except for actions to confirm or vacate the determination permitted under law, and may be entered and enforced in any court with jurisdiction over the parties and the matter.  By selecting binding arbitration, the requesting party is giving up its right to sue in court, including the right to a trial by jury.

Neither the depositor nor the sponsor will be required to produce personally identifiable customer information for purposes of any mediation or arbitration.  Each party will agree to keep the details of the repurchase request and the dispute resolution confidential, except to the extent that disclosure of such details of the repurchase is required by law.

[The following disclosure titled “Asset Level Information” will be included for securities issued after November 23, 2016.]

[Asset Level Information

The [issuing entity] has provided asset level information regarding the contracts that will be owned by the [issuing entity][underlying trust] as of the closing date (the “asset level data”) as an exhibit to Form ABS-EE that was filed by the issuing entity on [  ], which is hereby incorporated by reference. The asset level data comprises each of the data points required with respect to automobile loans identified on Schedule AL to Regulation AB and generally includes, with respect to each contract, the related financed motorcycle, information about the related obligor and information about the status of each contract and origination information. In addition, the [servicer] will provide updated asset level data with respect to the contracts, including information about activity on the contracts, information about delinquencies on the contracts and information about modification and charge-offs of the contracts, each month as an exhibit to the monthly distribution reports filed with the SEC on Form 10-D.  The [issuing entity]’s CIK number is [                 ].]

Delinquency and Loan Loss Information

The following tables set forth the delinquency experience and loan loss experience of the portfolio of contracts that the seller owns or services consisting of (i) contracts relating to the retail purchase of new and used motorcycles secured by motorcycles purchased in the United States and U.S. territories and manufactured by Harley-Davidson and other manufacturers and (ii) contracts secured by assets other than motorcycles, the aggregate principal balance of which represents a de minimis amount of the portfolio.  The data in the following tables include contracts which the seller has previously sold in connection with prior securitization transactions and for

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which the seller acts as servicer.  The methodology used to calculate the figures below is consistent with the methodology that is used to calculate delinquencies and net losses in the financial reporting of the seller.

	Delinquency Experience(1) (Dollars in Thousands(2)) At [ ],
	2015					2014
	Number of Contracts		Outstanding Principal Balance			Number of Contracts		Outstanding Principal Balance
Portfolio	[    ]		$	[    ]		[    ]		$	[    ]
Period of Delinquency(3)
30-59 Days	[    ]		$	[    ]		[    ]		$	[    ]
60-89 Days	[    ]		[    ]			[    ]		[    ]
90 Days or more	[    ]		[    ]			[    ]		[    ]
Total Delinquencies	[    ]		$	[    ]		[    ]		$	[    ]
Total Delinquencies as a Percent of Total Portfolio	[    ]	%	[    ]		%	[    ]	%	[    ]		%

	Delinquency Experience(1)
	(Dollars in Thousands(2))
	At December 31,
	2014					2013					2012					2011					2010
	Number		Outstanding			Number		Outstanding			Number		Outstanding			Number		Outstanding			Number		Outstanding
	of		Principal			of		Principal			of		Principal			of		Principal			of		Principal
	Contracts		Balance			Contracts		Balance			Contracts		Balance			Contracts		Balance			Contracts		Balance
Portfolio	449,626		$	5,189,855		444,749		$	4,827,394		446,882		$	4,611,972		459,164		$	4,600,023		477,098		$	4,823,623
Period of Delinquency(3)
30-59 Days	10,154		$	108,537		11,022		$	107,308		11,770		$	109,470		10,944		$	102,970		14,384		$	143,461
60-89 Days	3,693		39,919			3,770		37,260			4,072		37,810			3,849		36,980			4,983		51,768
90 Days or more	3,585		40,428			3,273		35,329			3,643		36,174			3,739		38,459			4,661		53,123
Total Delinquencies	17,432		$	188,884		18,065		$	179,898		19,485		$	183,454		18,532		$	178,409		24,028		$	248,351
Total Delinquencies as a Percent of Total Portfolio
	3.88	%	3.64		%	4.06	%	3.73		%	4.36	%	3.98		%	4.04	%	3.88		%	5.04	%	5.15		%

(1)   Includes delinquent contracts already in repossession.

(2)   Rounded to the nearest thousand.

(3)   The period of delinquency is based on the number of days payment is contractually past due (assuming 30-day months). Consequently, a payment due on the first day of a month is not 30 days delinquent until the first day of the next month.

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Loan Loss Experience
(Dollars in Thousands(1))

	Three Months Ended [                 ],
	2015			2014
Outstanding Balance of All Contracts Serviced(2)	$	[           ]		$	[           ]
Contract Liquidations (3)	[           ]		%	[           ]		%
Net Losses:
Dollars(4)	$	[           ]		$	[           ]
Percentage(5)	[           ]		%	[           ]		%

	Year Ended December 31,
	2014			2013			2012			2011			2010
Outstanding Balance of All Contracts Serviced(2)	$	5,052,076		$	4,728,399		$	4,644,269		$	4,720,058		$	5,078,540
Contract Liquidations(3)	3.15		%	3.13		%	3.03		%	3.90		%	4.94		%
Net Losses:
Dollars(4)	$	61,936		$	51,847		$	35,463		$	55,271		$	105,565
Percentage(5)	1.23		%	1.10		%	0.76		%	1.17		%	2.08		%

(1)Rounded to the nearest thousand.

(2)Amount represents the average outstanding principal balance of all contracts serviced during the relevant period, calculated by dividing (i) the sum of the average principal balance of contracts outstanding for each calendar month in the period by (ii) the number of months in the period.

(3)As a percentage of the monthly average number of contracts being serviced, divided by the number of months in the period, calculated on an annualized basis.

(4)Net losses equal charge-offs net of recoveries.  Repossessed collateral is carried at the seller’s estimate of fair market value.

(5)As a percentage of the outstanding balance of all contracts serviced, calculated on an annualized basis.

Delinquencies, loan losses and repossessions on motorcycle contracts are affected by economic, geographic and social conditions generally and may be affected by factors such as supply and demand for both new and used motorcycles and seasonality.  See “Risk Factors—Economic developments may adversely affect the performance and market value of your notes” and “—Future delinquency and loss experience of the contracts may be worse than the servicer’s historical experience” in this prospectus.  The data presented in the foregoing tables are for illustrative purposes only and there is no assurance that the delinquency or loan loss experience of the contracts owned by the [issuing entity][underlying trust] will be similar to that set forth above.

Static Pool Information

Static pool information regarding delinquencies, cumulative losses and prepayments with respect to certain of the sponsor’s prior securitized pools of contracts relating to the retail purchase of new and used motorcycles is provided in Annex II to this prospectus.  The static pool information is presented for the pool of contracts relating to each prior securitization transaction sponsored by the sponsor during the five years preceding the date of this prospectus.  The static pool information is provided for illustrative purposes only and there is no assurance that the delinquency, cumulative loss or prepayment experience of the contracts held by the issuing entity will be similar to the delinquency, cumulative loss and prepayment experience of the sponsor’s prior securitized pools of contracts.  The static pool information also includes the following summary characteristics for each prior securitized pool of contracts as of the cutoff date for such pool, except that FICO® scores are as of origination:

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·number of contracts;

·initial pool balance;

·average contract balance;

·range of contract balances;

·weighted average contract interest rate;

·weighted average original term;

·range of original term;

·weighted average remaining term;

·range of remaining term;

·weighted average FICO® score(1);

·minimum FICO® score(1);

·maximum FICO® score(1);

·FICO® scores below 640(1);

·percentage of contracts with no down payment made;

·percentage of contracts with down payments of less than 10% of sale price of the motorcycle;

·percentage of contracts secured by new motorcycles and used motorcycles;

·distribution by contract interest rate; and

·geographic distribution of contracts for concentrations by state equal to or greater than 5%.

(1)FICO® scores with respect to any contract are as of origination.

Asset Repurchase Information

The depositor is generally obligated to repurchase a contract from the [issuing entity][underlying trust], and HDCC, as seller, is in turn obligated to repurchase a contract from the depositor,

·if (i) such contract does not comply with certain representations and warranties in the transfer and servicing agreements, and (ii) the [issuing entity’s][underlying trust’s] interest in the contract is materially and adversely affected; or

·subject to certain limitations, if (i) the servicer determines in good faith that certain representations and warranties in the sale and servicing agreement and in the transfer and sale agreement may have been violated with respect to one or more contracts, and that amendment of the terms of such contract(s) could better ensure compliance with applicable laws, and (ii) the seller notifies the servicer in writing of its intention to amend the terms of such contract(s) to better ensure compliance with applicable laws upon reacquisition of the contract(s).

As of [                 ], there have been no repurchase requests from trustees, noteholders (including beneficial owners of notes) or any third-party servicers with respect to any of the issuances of asset-backed securities for which HDCC acts as sponsor and/or seller. From time to time, the depositor has repurchased contracts from issuing entities, and HDCC, as seller, has in turn repurchased those contracts from the depositor, as a result of the servicer’s examination of the contracts and determination that the contracts did not or may not comply with certain representations and warranties in the applicable sale and servicing agreement.

The depositor’s CIK number is 0001114926, and HDCC’s CIK number is 0001033232.  Please refer to the most recent Form ABS-15G filed by the depositor on [                 ] (file no. 025-00396).

[Note:  To the extent the most recent Form ABS-15G filing indicates repurchase activity, we will provide a table in this section of the prospectus illustrating the details disclosed on such filing.]

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Yield and Prepayment Considerations

By their terms, the contracts may be prepaid, in whole or in part, at any time.  Each contract also contains a provision which generally permits the seller to require payment in full in the event of a sale of the motorcycle securing the contract.  In addition, repurchases of the contracts from the [issuing entity][underlying trust] by the depositor, and concurrently from the depositor by the seller, could occur in the event of a breach or potential breach of certain representations and warranties with respect to the contracts, and purchases of the contracts from the [issuing entity][underlying trust] by the servicer could occur in the event of a breach of its servicing obligations relating to the contracts.  [In addition, the servicer may exercise its option to purchase all of the contracts from the [issuing entity][underlying trust] when the pool balance has declined to less than 10% of the initial pool balance.]

Any prepayments, repurchases or purchases of contracts will reduce the average life of the notes and the interest received by the noteholders over the life of the notes (for this purpose the term “prepayment” includes liquidations due to default, as well as receipt of proceeds from credit life, credit disability and casualty insurance policies and debt cancellation agreements).

Weighted Average Lives of the Notes

The rate of payments on the contracts will directly affect the rate at which you receive principal payments on your notes and, if you purchase your notes at a premium or discount, your yield to maturity.

Prepayments on the contracts can be analyzed against a prepayment standard or model. In this prospectus, the Absolute Prepayment Model (“ABS”) assumes a rate of prepayment each month relative to the original number of contracts in a pool of contracts.  ABS further assumes that all of the contracts in the pool of contracts are the same size and amortize at the same rate and that each contract in each month of its life will either be paid as scheduled or be prepaid in full.  For example, in a pool of contracts originally containing 10,000 contracts, a 1% ABS rate means that 100 contracts prepay each month.  ABS does not purport to be a historical description of prepayment experience or a prediction of the anticipated rate of prepayment of any pool of receivables, including the contracts.

As the rate of payment of principal of each class of notes will depend on the rate of payment (including prepayments) of the principal balance of the contracts, final payment of any class of notes could occur later or significantly earlier than the respective final scheduled payment date.  Noteholders will bear any reinvestment risk associated with early payment of the notes.  Reinvestment risk means the risk that market interest rates may be lower at the time such noteholders receive payments from the issuing entity than the interest rate borne by the notes.

The below ABS Tables have been prepared on the assumption that:

·the contracts prepay in full at the specified constant percentage of ABS monthly, with no defaults, losses or repurchases;

·each scheduled monthly payment on each contract is scheduled to be made and is made on the last day of each month and each month has 30 days;

·payments are made on the notes on each payment date (and each payment date is assumed to be the 15th day of each month, whether or not a business day) with a first payment date of [                  ];

·on each payment date the reserve fund is funded to its required level, as described under “Description of the Notes and the Indenture—Credit Enhancement—Reserve Fund”;

·payments of principal to maintain the overcollateralization target amount will be made as described under “Description of the Notes and the Indenture—Credit Enhancement —Overcollateralization”;

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·the notes are purchased on an assumed closing date of [                  ]; [and]

·the servicer does not exercise its option to purchase the contracts[.][; and]

·[the yield supplement overcollateralization amount at each payment date is the amount described in the schedule below.]

[The yield supplement overcollateralization amount schedule described below is utilized solely to calculate the weighted average lives and percentages of initial outstanding principal amounts at various ABS percentages in the tables below.  The actual yield supplement overcollateralization amount will be calculated for each payment date and may differ depending on the actual contracts included in the pool of contracts and the actual prepayments and losses on those contracts with a contract interest rate less than the required rate. For purposes of the yield supplement overcollateralization amount schedule described below, the required rate is assumed to be [     ]%.

Payment Date	Yield Supplement Overcollateralization Amount	Payment Date	Yield Supplement Overcollateralization Amount
Closing Date	$	[               ]	$
[               ]		[               ]

]

The ABS Tables also assume that the contracts have been aggregated into hypothetical pools with all of the contracts within each pool having the following characteristics and that the scheduled monthly payment for each of the pools will be such that each pool will be fully amortized by the end of its remaining term to maturity.

Pool	Outstanding Principal Balance	Contract Rate		Original Term to Maturity (In Months)	Remaining Term to Maturity (In Months)
1	$		%
2	$		%
3	$		%
4	$		%
5	$		%
6	$		%
7	$		%
	$

The ABS Tables indicate the projected weighted average life of each class of notes and set forth the percentage of the initial principal amount of each class of notes that is projected to be outstanding after each of the payment dates shown at various constant ABS percentages.

The actual characteristics and performance of the contracts will differ from the assumptions used to prepare the ABS Tables. The assumptions used are hypothetical and have been provided only to give a general sense of how the principal cash flows might behave under varying prepayment rates. Any difference between the assumptions and the actual characteristics and performance of the contracts or actual prepayment experience will affect the percentages of initial amounts outstanding over time and the weighted average lives of each class of notes.

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	Class A-1 Notes
	Assumed ABS Percentage
Payment Dates	0.50%		1.00%		1.50%		1.80%		2.00%		2.40%
Closing Date		%		%		%		%		%		%
[       ]		%		%		%		%		%		%
[       ]	0.00	%	0.00	%	0.00	%	0.00	%	0.00	%	0.00	%
Weighted Average Life to Maturity (years)(1)

(1)The weighted average life of a note is determined by (i) multiplying the amount of each principal payment on such note by the number of years from the date of the issuance of such note to the payment date on which it is made, (ii) adding the results and (iii) dividing the sum by the initial principal amount of such note.

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	Class A-2
	Assumed ABS Percentage
Payment Dates	0.50%		1.00%		1.50%		1.80%		2.00%		2.40%
Closing Date		%		%		%		%		%		%
[       ]		%		%		%		%		%		%
[       ]	0.00	%	0.00	%	0.00	%	0.00	%	0.00	%	0.00	%
Weighted Average Life to Maturity (years)(1)

(1)The weighted average life of a note is determined by (i) multiplying the amount of each principal payment on such note by the number of years from the date of the issuance of such note to the payment date on which it is made, (ii) adding the results and (iii) dividing the sum by the initial principal amount of such note.

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	Class A-3 Notes
	Assumed ABS Percentage
Payment Dates	0.50%		1.00%		1.50%		1.80%		2.00%		2.40%
Closing Date		%		%		%		%		%		%
[       ]		%		%		%		%		%		%
[       ]	0.00	%	0.00	%	0.00	%	0.00	%	0.00	%	0.00	%
Weighted Average Life to Maturity (years)(1)

(1)The weighted average life of a note is determined by (i) multiplying the amount of each principal payment on such note by the number of years from the date of the issuance of such note to the payment date on which it is made, (ii) adding the results and (iii) dividing the sum by the initial principal amount of such note.

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	Class A-4 Notes
	Assumed ABS Percentage
Payment Dates	0.50%		1.00%		1.50%		1.80%		2.00%		2.40%
Closing Date		%		%		%		%		%		%
[       ]		%		%		%		%		%		%
[       ]	0.00	%	0.00	%	0.00	%	0.00	%	0.00	%	0.00	%
Weighted Average Life to Maturity (years)(1)

(1)The weighted average life of a note is determined by (i) multiplying the amount of each principal payment on such note by the number of years from the date of the issuance of such note to the payment date on which it is made, (ii) adding the results and (iii) dividing the sum by the initial principal amount of such note.

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	Class B Notes
	Assumed ABS Percentage
Payment Dates	0.50%		1.00%		1.50%		1.80%		2.00%		2.40%
Closing Date		%		%		%		%		%		%
[       ]		%		%		%		%		%		%
[       ]	0.00	%	0.00	%	0.00	%	0.00	%	0.00	%	0.00	%
Weighted Average Life to Maturity (years)(1)

(1)The weighted average life of a note is determined by (i) multiplying the amount of each principal payment on such note by the number of years from the date of the issuance of such note to the payment date on which it is made, (ii) adding the results and (iii) dividing the sum by the initial principal amount of such note.

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	Class C Notes
	Assumed ABS Percentage
Payment Dates	0.50%		1.00%		1.50%		1.80%		2.00%		2.40%
Closing Date		%		%		%		%		%		%
[       ]		%		%		%		%		%		%
[       ]	0.00	%	0.00	%	0.00	%	0.00	%	0.00	%	0.00	%
Weighted Average Life to Maturity (years)(1)

(1)The weighted average life of a note is determined by (i) multiplying the amount of each principal payment on such note by the number of years from the date of the issuance of such note to the payment date on which it is made, (ii) adding the results and (iii) dividing the sum by the initial principal amount of such note.

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	Class D Notes
	Assumed ABS Percentage
Payment Dates	0.50%		1.00%		1.50%		1.80%		2.00%		2.40%
Closing Date		%		%		%		%		%		%
[       ]		%		%		%		%		%		%
[       ]	0.00	%	0.00	%	0.00	%	0.00	%	0.00	%	0.00	%
Weighted Average Life to Maturity (years)(1)

(1)The weighted average life of a note is determined by (i) multiplying the amount of each principal payment on such note by the number of years from the date of the issuance of such note to the payment date on which it is made, (ii) adding the results and (iii) dividing the sum by the initial principal amount of such note.

The ABS Tables have been prepared based on the assumptions described above (including assumptions regarding the characteristics and performance of the contracts, which will differ from the actual characteristics and performance of the contracts) and should be read in conjunction therewith.

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Description of the Notes and the Indenture

This summary describes the material terms of the indenture and the notes.  This summary is subject to, and qualified in its entirety by reference to, all of the provisions of the indenture and the notes. A copy of the indenture and the other transaction documents are available to you upon request to the depositor and will be filed with the Securities and Exchange Commission prior to the issuance of the notes.

General

The offered notes will be issued pursuant to the terms of the indenture between the issuing entity and the indenture trustee, a form of which was filed with the Securities and Exchange Commission as an exhibit to the registration statement of which this prospectus is a part. The offered notes will be delivered in book-entry form only and will be issued in minimum initial denominations of $1,000 and multiples thereof.

The issuing entity will issue [eight] classes of notes, including [five] classes of senior notes designated as the Class A-1 notes, Class A-2[a] notes, [Class A-2b notes,] Class A-3 notes, and Class A-4 notes.  We refer to these notes as the “Class A notes.”  The issuing entity will also issue three classes of subordinate notes, designated as the Class B notes, the Class C notes, and the Class D notes.  [The Class A-2 notes consist of a fixed rate tranche and a floating rate tranche, and those tranches will be entitled to a pro rata allocation of any distributions made in respect of the Class A-2 notes.]

Interest

The interest rate for each class of notes will be a fixed rate, a floating rate or a combination of a fixed rate and a floating rate if that class has both a fixed rate tranche and a floating rate tranche.  [For example, the Class A-2 notes may be divided into fixed and floating rate tranches, in which case the Class A-2a notes will be the fixed rate notes and the Class A-2b notes will be the floating rate notes.]  Each class of fixed rate notes will bear interest at the fixed rate per annum for that class as set forth on the cover page of this prospectus.  Each class of floating rate notes will bear interest at a floating rate per annum for that class as set forth on the cover page of this prospectus.  Interest on the floating rate notes will be calculated as described under “Description of the Notes and the Indenture—Calculation of Floating Rate Interest.”

The issuing entity will pay interest on the notes on each payment date with available amounts and amounts withdrawn from the reserve fund [and the risk retention reserve account] as set forth under “Payments to the Noteholders—Distributions” below.

Interest will be payable to you monthly on the 15th day of each month or, if that date is not a business day, on the next business day.  The first payment date will be [           ].  Interest on the Class A-1 notes and the floating rate notes will be calculated for each interest period based on the actual number of days in such interest period and a 360-day year.  Interest on the remaining classes of notes will be calculated for each interest period on the basis of a 360-day year consisting of twelve 30-day months.  An interest period means, with respect to the Class A-1 notes and the floating rate notes, the period from and including the prior payment date (or, in the case of the initial payment date, from and including the closing date) to but excluding the current payment date and, with respect to the remaining classes of notes, the period from and including the 15th day of the prior month (or, in the case of the initial payment date, from and including the closing date) to but excluding the 15th day of the current month.  The first interest period for the Class A-1 notes and the floating rate notes will begin on and include the closing date and end on and exclude [            ].  The first interest period for the remaining classes of notes will begin on and include the closing date and end on and exclude [            ].

Interest payments on all classes of Class A notes will have the same priority.  If on any payment date the issuing entity has insufficient funds to make a full payment of interest on the Class A notes [and pay any unpaid senior [swap][cap] termination payment], the holders of the Class A notes will receive their pro rata share of the amount available for interest on the Class A notes.

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Interest payments on the Class B notes, Class C notes and Class D notes will be subordinated to interest payments on the Class A notes, interest payments on the Class C notes and the Class D notes will be subordinated to interest payments on the Class B notes, and interest payments on the Class D notes will be subordinated to interest payments on the Class C notes.  In addition, after the acceleration of the notes following an event of default resulting from a payment default or certain bankruptcy or insolvency events, the issuing entity will not make interest payments on the Class B notes, the Class C notes or the Class D notes until the Class A notes have been paid in full, will not make interest payments on the Class C notes or the Class D notes until the Class B notes have been paid in full, and will not make interest payments on the Class D notes until the Class C notes have been paid in full.

If, on any payment date, the issuing entity does not have sufficient funds to make a full payment of interest on any class of notes, the amount of the shortfall for each class will be carried forward and, together with interest on the shortfall amount at the applicable interest rate for that class (to the extent permitted by applicable law), added to the amount of interest the affected class of noteholders will be entitled to receive on the next payment date.

[Calculation of Floating Rate Interest

The floating rate notes will bear interest during each interest period at a rate per annum based on the London Interbank Offered Rate for one-month U.S. dollar deposits (“LIBOR”) for the interest period plus the spread.  The “spread” is the fixed number of basis points to be added to LIBOR to determine the interest rate for each interest period.  The rate of interest on the floating rate notes will be reset for each interest period on the first day of the interest period.

LIBOR will be calculated for each interest period on the day that is two London business days prior to the first day of the interest period (each a “LIBOR determination date”).  LIBOR for each interest period will be the rate for deposits in U.S. dollars having a maturity of one month (commencing on the first day of the interest period) that appears on the designated LIBOR page as of 11:00 a.m., London time, on the applicable LIBOR determination date.

If no rate appears on the designated LIBOR page on a LIBOR determination date, LIBOR for the applicable interest period will be the rate, rounded upwards to the nearest one-sixteenth of one percent, calculated by the indenture trustee as the arithmetic mean of at least two quotations obtained by the indenture trustee after requesting the principal London offices of each of four major reference banks in the London interbank market, which may include the indenture trustee and its affiliates, as selected by the indenture trustee, to provide the indenture trustee with their offered quotations for deposits in U.S. dollars for the period of one month, commencing on the first day of the interest period, to prime banks in the London interbank market at approximately 11:00 a.m., London time, on such LIBOR determination date and in a principal amount that is representative of a single transaction in U.S. dollars in that market at that time. If at least two such quotations are provided, LIBOR for the applicable interest period will be the arithmetic mean of the quotations, rounded upwards to the nearest one-sixteenth of one percent. If fewer than two quotations are provided, LIBOR for the applicable interest period will be the rate calculated by the indenture trustee as the arithmetic mean, rounded upwards to the nearest one-sixteenth of one percent, of the rates quoted at approximately 11:00 a.m., New York, New York time, on the applicable LIBOR determination date by three major banks, which may include the indenture trustee and its affiliates, in New York, New York, selected by the indenture trustee for loans in U.S. dollars for a period of one month to leading European banks in a principal amount that is representative of a single transaction in U.S. dollars in that market at that time. If the banks so selected by the indenture trustee are not quoting as mentioned in this paragraph, LIBOR for the applicable interest period will be LIBOR in effect on the prior LIBOR determination date.

“London business day” means any day on which dealings in deposits in U.S. dollars are transacted in the London interbank market.

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“Designated LIBOR page” means the display on Reuters Screen LIBOR01 Page or any successor service or any page as may replace the designated page on that service or any successor service that displays the London interbank rates of major banks for U.S. dollars.  No assurance can be given that the rate displayed on the designated LIBOR page will accurately represent the London interbank rate or the rate applicable to actual loans in U.S. dollars for a one-month period between leading European banks.

The indenture trustee will calculate the interest rates on the floating rate notes. All determinations of interest by the indenture trustee shall, in the absence of manifest error, be conclusive for all purposes and binding on the holders of the floating rate notes.]

Principal

On each payment date, principal of the notes will be payable in an amount equal to the sum of:

·the first priority principal distributable amount,

·the second priority principal distributable amount,

·the third priority principal distributable amount, and

·the noteholders’ regular principal distributable amount.

“First priority principal distributable amount” means, with respect to any payment date, an amount, not less than zero, equal to the result of (a) the aggregate outstanding principal amount of the Class A notes as of that payment date (before giving effect to any principal payments made on the Class A notes on that payment date), minus (b) the [adjusted] pool balance as of the close of business on the last day of the immediately preceding calendar month.  The first priority principal distributable amount will not exceed the outstanding principal amount of the Class A notes and, on or after the scheduled final payment date for a class of Class A notes, will not be less than the amount that is necessary to pay such class of Class A notes in full.

“Second priority principal distributable amount” means, with respect to any payment date, an amount, not less than zero, equal to the result of (a) the aggregate outstanding principal amount of the Class A notes and Class B notes as of that payment date (before giving effect to any principal payments made on the Class A notes and Class B notes on that payment date) minus (b) the sum of (i) the amount of principal distributed in respect of the first priority principal distributable amount on such payment date and (ii) the [adjusted] pool balance as of the close of business on the last day of the immediately preceding calendar month.  The second priority principal distributable amount shall not exceed the aggregate outstanding principal amount of the Class A notes and Class B notes and, on or after the scheduled final payment date for the Class B notes shall not be less than the amount that is necessary to pay the Class B notes in full.

“Third priority principal distributable amount” means, with respect to any payment date, an amount, not less than zero, equal to the result of (a) the aggregate outstanding principal amount of the Class A notes, Class B notes and Class C notes as of that payment date (before giving effect to any principal payments made on the Class A notes, Class B notes and Class C notes on that payment date) minus (b) the sum of (i) the amount of principal distributed in respect of the first priority principal distributable amount and the second priority principal distributable amount on such payment date and (ii) the [adjusted] pool balance as of the close of business on the last day of the immediately preceding calendar month.  The third priority principal distributable amount shall not exceed the aggregate outstanding principal amount of the Class A notes, Class B notes and Class C notes and, on or after the scheduled final payment date for the Class C notes shall not be less than the amount that is necessary to pay the Class C notes in full.

“Noteholders’ regular principal distributable amount” means, on any payment date, the excess of the principal distributable amount over the aggregate amount of principal distributed in respect of the first priority principal distributable amount, the second priority principal distributable amount and the third priority principal

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distributable amount on such payment date; provided, however, that the noteholders’ regular principal distributable amount shall not exceed the outstanding principal amount of the notes.  Notwithstanding the foregoing, the noteholders’ regular principal distributable amount on or after the final scheduled payment date for a class of notes will not be less than the amount that is necessary (after giving effect to other amounts to be paid to that class of notes on that payment date and allocable to principal) to pay that class of notes in full.

“Principal distributable amount” means, in respect of any payment date, the excess of (1) the aggregate outstanding principal amount of the notes as of that payment date (before giving effect to any principal payments made on the notes on that payment date) over (2) the result of the [adjusted] pool balance as of the close of business on the last day of the immediately preceding calendar month minus the overcollateralization target amount.

“Pool balance” means, as of any date of determination, the aggregate outstanding principal balance of the outstanding contracts.

“Principal balance” means, with respect to any contract as of any date, an amount equal to the unpaid principal balance of such contract as of the close of business on the cutoff date, reduced by the sum of:

·all payments received by the servicer as of such date allocable to principal and

·any amount by which a court of appropriate jurisdiction in an insolvency proceeding has ordered the unpaid principal balance of such contract be reduced; provided, however, that

(i)if (A) a contract is repurchased from the [issuing entity][underlying trust] by the depositor because of a breach of a representation or warranty or is purchased by the servicer because of a breach or potential breach of its servicing obligations relating to such contract, or (B) the servicer gives notice of its intent to purchase the contracts in connection with an optional termination of the issuing entity, in each case the principal balance of such contract or contracts shall be deemed to be zero for the calendar month in which such event occurs and for each due period thereafter; and

(ii)from and after the due period in which a contract becomes a liquidated contract, the principal balance of such contract shall be deemed to be zero.

“Due period” means a calendar month, and the due period related to a date of determination means the calendar month immediately preceding such date.

“Liquidated contract” means a contract with respect to which there has occurred one or more of the following, as determined as of the end of a due period:

·90 days have elapsed following the date of repossession (and expiration of any redemption period) with respect to the motorcycle securing such contract;

·the receipt of proceeds by the servicer from the sale of a repossessed motorcycle securing a contract;

·the servicer has determined in good faith that all amounts expected to be recovered have been received with respect to such contract; or

·all or any portion of any payment is delinquent [150] days or more (assuming 30 day months).

See “Description of the Notes and the Indenture—Credit Enhancement—Overcollateralization” in this prospectus for a description of the determination of the overcollateralization target amount.

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Principal payments on the Class A notes will be senior in priority to principal payments on the Class B notes, the Class C notes and the Class D notes.  Principal payments on the Class B notes will be senior in priority to principal payments on the Class C notes and the Class D notes.  Principal payments on the Class C notes will be senior in priority to principal payments on the Class D notes.  Principal payments on the notes will be paid sequentially, so that no principal will be paid on the Class B notes until the aggregate outstanding principal balance of the Class A notes has been paid in full, no principal will be paid on the Class C notes until the aggregate outstanding principal balance of the Class A notes and Class B notes has been paid in full, and no principal will be paid on the Class D notes until the aggregate outstanding principal balance of the Class A notes, Class B notes and Class C notes has been paid in full.  The classes of Class A notes will generally be paid principal sequentially, in numerical order, unless there has been an acceleration of the notes following an event of default.  Principal payments on the Class A-1 notes will be senior in priority to principal payments on the remaining classes of Class A notes in all cases.  The issuing entity will pay principal of the notes on each payment date with available amounts and amounts withdrawn from the reserve fund [and the risk retention reserve account] as set forth under “Payments to the Noteholders—Distributions” below.

Principal of each class of notes is due and payable on the final scheduled payment date for that class shown on the cover page of this prospectus.

Optional Redemption

The servicer has the option upon twenty days’ prior written notice to the indenture trustee to purchase all of the contracts on any payment date if the pool balance is less than [10]% of the initial pool balance.

If the servicer exercises this option, the notes will be redeemed at a price equal to the sum of (in each case as of the applicable payment date):

·the unpaid principal amount of the notes; and

·accrued but unpaid interest on the notes.

The servicer will furnish each rating agency notice of such redemption and will furnish notice of such redemption to the indenture trustee not later than [20] days prior to the date on which the notes will be redeemed.  You will receive notice of any such redemption of the notes from the indenture trustee in the name and at the expense of the issuing entity.

In no event will you or the issuing entity be subject to any liability to the servicer as a result of or arising out of the servicer’s optional purchase of the contracts.

Voting Rights

This prospectus specifies certain circumstances under which the consent, approval, direction or request of the holders of a specified percentage of the outstanding principal amount of the notes must be obtained, given or made, or under which such holders are permitted to take an action or give a notice.  Except in limited circumstances, only the controlling class will have those rights. See “Description of the Notes and Indenture—The Indenture—Modification of Indenture With Noteholder Consent” in this prospectus.

In particular, under the indenture, if the maturities of the notes are accelerated following an event of default due to a payment default and the indenture trustee determines that the trust assets will not be sufficient on an ongoing basis to make all payments on the notes as the payments would have become due if the maturities of the notes had not been accelerated, the indenture trustee may sell the trust assets for an amount less than the aggregate outstanding principal amount of the notes with the consent of the holders of a majority of the outstanding principal

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amount of the controlling class.  See “Description of the Notes and Indenture—The Indenture—Events of Default; Rights Upon Event of Default” in this prospectus.

Notices

The indenture trustee will notify the registered owners of the notes of any event of default, event of termination or termination of, or appointment of a successor to, the servicer promptly upon a responsible officer obtaining actual knowledge of these events.  For so long as the notes are in book-entry form, any such notice will be given to DTC (or any successor depository) and you will receive notices through participants and indirect participants as described under “Description of the Notes and the Indenture—Certain Information Regarding the Notes—Book-Entry Registration” in this prospectus. If notes are issued other than in book-entry form, those notices will be mailed to the addresses of noteholders as they appear in the register maintained by the indenture trustee prior to mailing.  Those notices will be deemed to have been given on the date of publication or mailing.

The Indenture

Modification of Indenture Without Noteholder Consent

The issuing entity and the indenture trustee may, without your consent, enter into one or more supplemental indentures for any of the following purposes:

·to correct or amplify the description of any property at any time subject to the lien of the indenture, or to better assure, convey, and confirm to the indenture trustee any property subject to or required to be subjected to the lien created by the indenture, or to subject additional property to the lien created by the indenture;

·to evidence the succession of another person to the issuing entity and the assumption by any such successor of the covenants of the issuing entity in the indenture and in the notes;

·to add to the covenants of the issuing entity or to surrender any right or power conferred upon the issuing entity in the indenture;

·to convey, transfer, assign, mortgage or pledge any property to the indenture trustee;

·to cure any ambiguity, to correct or supplement any provision in the indenture which may be inconsistent with any other provision in the indenture and the other transaction documents, this prospectus, or to add any other provision with respect to matters or questions arising under the indenture and the other transaction documents, this prospectus; provided that such action shall not adversely affect the interests of the noteholders;

·to evidence and provide for the acceptance of the appointment by a successor indenture trustee and to add to or change any of the provisions of the indenture as shall be necessary to facilitate the administration of the trusts by more than one indenture trustee; or

·to modify, eliminate or add to the provisions in the indenture to the extent necessary to qualify the indenture under the Trust Indenture Act of 1939 or under any similar federal statute enacted after the execution of the indenture and to add to the indenture such other provisions as may be required by the Trust Indenture Act of 1939.

In addition, if the indenture trustee receives an opinion of counsel that a modification will not have a material adverse effect on the noteholders, the issuing entity and the indenture trustee may, without your consent,

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enter into one or more supplemental indentures to, among other things, add, modify or eliminate any provisions of the indenture or modify your rights as a noteholder.

Modification of Indenture With Noteholder Consent

With the consent of the holders of more than 50% of the outstanding principal amount of the notes, the issuing entity and the indenture trustee may modify the indenture and your rights under it.

Without the consent of the holder of each outstanding note affected, however, no modification may:

·reduce the principal amount or interest rate or change the due date of any payment;

·modify the manner of application of collections in respect of the contracts to payment on the notes;

·impair your right to sue to enforce payment provisions of the indenture;

·reduce the percentage of the aggregate outstanding principal amount of the notes the consent of the noteholders of which is required to amend certain sections of the indenture or grant certain waivers under the indenture;

·permit the creation of any lien on collateral under the indenture ranking prior to or on a parity with the lien of the indenture;

·permit the inclusion of notes owned by the issuing entity, the depositor, the sponsor or their affiliates in determining notes outstanding for voting purposes;

·reduce the percentage of the aggregate outstanding principal amount of the notes needed to sell or liquidate the assets of the issuing entity if the proceeds of sale will be insufficient to pay the notes in full; or

·modify the provisions of the indenture relating to these types of indenture modifications without the consent of all noteholders.

Events of Default; Rights Upon Event of Default

Events of default under each indenture will consist of:

·a default for five days or more in the payment of interest due on the notes;

·failure to pay the unpaid principal amount of any class of notes when due and payable;

·a default in the observance or performance of any covenant or agreement of the issuing entity made in the indenture (other than those specifically addressed above), which default has a material adverse effect on the noteholders and continues for 30 days after written notice thereof is given to the issuing entity by the indenture trustee or by holders of at least 25% of the aggregate outstanding principal amount of the notes;

·any representation or warranty made by the issuing entity in the indenture or in any certificate or other writing delivered pursuant thereto was incorrect in any material respect as of the time made, and continues to be incorrect for a period of 30 days after notice thereof is given to the issuing entity by the indenture trustee or by holders of at least 25% of the aggregate outstanding principal amount of the notes; or

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·certain events of bankruptcy, insolvency, receivership or liquidation of the issuing entity.

If an event of default should occur and be continuing with respect to the notes, other than an event of default caused by an event of bankruptcy, insolvency, receivership or liquidation of the issuing entity, the indenture trustee or the holders of more than 50% of the aggregate outstanding principal amount of the notes or the class or classes of notes described in this prospectus may declare the principal amount of the notes to be immediately due and payable.  If an event of default caused by an event of bankruptcy, insolvency, receivership or liquidation of the issuing entity should occur and be continuing with respect to the notes, the principal amount of the notes will, subject to applicable law, become immediately due and payable.  The declaration above may be rescinded by the holders of more than 50% of the aggregate outstanding principal amount of the notes if:

·the issuing entity has made all payments of principal and interest then due on the notes (assuming the notes had not been accelerated); and

·the issuing entity has paid all amounts then owing to the indenture trustee.

If the notes have been declared to be due and payable following an event of default, the indenture trustee may:

·institute proceedings to collect amounts due or foreclose on the issuing entity’s assets;

·exercise other remedies as a secured party; and

·sell the issuing entity’s assets, or elect to have the issuing entity maintain possession of the trust assets.

The indenture trustee, however, may not sell or otherwise liquidate the trust assets following an event of default [other than a default in the payment of principal or a default for five days or more in the payment of interest,] unless:

·the holders of all the outstanding notes consent to the sale;

·the proceeds of the sale or liquidation are sufficient to pay in full the principal and accrued interest on all the outstanding notes [and all payments due in respect of any interest rate [swap][cap] agreement] at the date of the sale; or

·there has been a default in the payment of principal of the notes or a default for five days or more in the payment of interest on the notes, and the indenture trustee determines that the trust assets would not be sufficient on an ongoing basis to make all payments on the notes [and all payments due to the [swap][cap] counterparty under any interest rate [swap][cap] agreement] as the payments would have become due if the obligations had not been declared due and payable and the indenture trustee provides written notice to the rating agencies hired by the sponsor to rate the notes and obtains the consent of the holders of more than 50% of the aggregate outstanding principal amount of the notes.

Following a declaration upon an event of default that the notes are immediately due and payable, the application of any proceeds of any sale of the trust assets will be in the order of priority described in this prospectus under “Payments to the Noteholders—Distributions.”

If an event of default occurs and is continuing, the indenture trustee will be under no obligation to exercise any of the rights or powers under the indenture at the request or direction of any of the noteholders if the indenture trustee reasonably believes it will not be adequately indemnified against the costs, expenses and liabilities which it

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may incur in complying with that request.  Subject to the preceding sentence, holders of more than 50% of the aggregate outstanding principal amount of the notes will have the right to direct the time, method and place of conducting any proceeding for any remedy available to the indenture trustee.  Additionally, holders of more than 50% of the aggregate outstanding principal amount of the notes may, in some cases, waive any default, except a default in the payment of principal or interest or a default in respect of a covenant or provision of the indenture that cannot be modified without the waiver or consent of all of the holders of the outstanding notes.

No holder of a note will have the right to institute any proceeding with respect to the indenture, unless:

·the holder previously has given to the indenture trustee written notice of a continuing event of default;

·the holders of not less than 25% in principal amount of the outstanding notes make written request of the indenture trustee to institute the proceeding in its own name as indenture trustee;

·the holder or holders offer the indenture trustee reasonable indemnity;

·the indenture trustee has, for 60 days after its receipt of such notice, request, and offer of indemnity, failed to institute a proceeding; and

·no direction inconsistent with that written request has been given to the indenture trustee during the 60-day period by the holders of more than 50% of the aggregate outstanding principal amount of the notes.

Notwithstanding the foregoing, noteholders will have the absolute and unconditional right to receive payment of principal of and interest on a note and to institute suit for the enforcement of such payment, which right will not be impaired without the individual noteholder’s consent.

In addition, the indenture trustee and noteholders, by accepting the notes, will covenant that they will not at any time institute or join in any institution against the depositor or the issuing entity any bankruptcy, reorganization or other proceeding under any federal or state bankruptcy or similar law.

Neither the owner trustee, the holder of any certificate, the seller, the depositor, nor any of their respective owners, beneficiaries, agents, officers, directors, employees, affiliates, successors or assigns will be personally liable for the payment of the notes or for any agreement or covenant of the issuing entity contained in the indenture.

Covenants

The indenture will provide that the issuing entity may not consolidate with or merge into any other entity, unless:

·the entity formed by or surviving the consolidation or merger is organized under the laws of the United States, any state or the District of Columbia;

·the entity expressly assumes the issuing entity’s obligation to make due and punctual payments upon the notes and the performance or observance of every agreement and covenant of the issuing entity under the indenture;

·no event of default shall have occurred and be continuing immediately after the merger or consolidation;

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·the rating agencies hired by the sponsor to rate the notes have not, within a specified period after receipt of prior notice of the proposed merger or consolidation, issued any written notice to the effect that such action will result in the qualification, reduction or withdrawal of the ratings on the notes;

·the indenture trustee has received an opinion of counsel to the effect that the consolidation or merger would have no material adverse tax consequence to the issuing entity or to any noteholder;

·any action as is necessary to maintain the lien and security interest of the indenture trustee has been taken; and

·the issuing entity or the person, if other than the issuing entity, formed by or surviving the consolidation or merger has a net worth, immediately after the consolidation or merger, that is (a) greater than zero and (b) not less than the net worth of the issuing entity immediately prior to giving effect to the consolidation or merger.

The indenture will provide that the issuing entity will not, among other things:

·except as expressly permitted by the indenture or the trust agreement or sale and servicing agreement, transfer any of the assets of the issuing entity;

·claim any credit on, or make any deduction from, the principal or interest payable in respect of the notes, other than amounts withheld under the Internal Revenue Code or applicable state law, or assert any claim against any present or former holder of notes because of the payment of taxes levied or assessed upon the trust assets;

·dissolve or liquidate in whole or in part;

·permit the validity or effectiveness of the indenture to be impaired or permit the release of any person from any covenants or obligations relating to the notes under the indenture, except as expressly permitted in the indenture; or

·except as expressly permitted in the indenture, permit any lien or claim to burden any assets of the issuing entity.

The indenture will provide that the issuing entity may engage in only those activities specified above under “The Issuing Entity.”  The issuing entity will be prohibited from incurring, assuming or guaranteeing any indebtedness other than indebtedness incurred under the notes and the indenture or otherwise in accordance with the indenture or the trust agreement and sale and servicing agreement.

Annual Compliance Statement

The issuing entity will be required to file annually with the indenture trustee a written statement as to the fulfillment of its obligations under the indenture.

Indenture Trustee’s Annual Report

The indenture trustee will be required to mail each year to all noteholders a brief report relating to:

·its eligibility and qualification to continue as indenture trustee under the indenture;

·amounts, if any, advanced by it under the indenture;

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·the amount, interest rate and maturity date of certain indebtedness owing by the issuing entity to the indenture trustee in its individual capacity;

·the property and funds physically held by the indenture trustee; and

·any action taken by it that materially affects the notes and that has not been previously reported.

Satisfaction and Discharge of Indenture

The discharge of an indenture will occur with respect to the assets securing the notes upon the delivery to the indenture trustee for cancellation of all the notes or, with certain limitations, upon deposit with the indenture trustee of funds sufficient for the payment in full of all of the notes and payment of all amounts and obligations, if any, that the issuing entity owes to the noteholders or indenture trustee on behalf of the noteholders.

The Accounts

General

Under the indenture, the depositor will establish and maintain segregated bank accounts for the issuing entity in the name of the indenture trustee with a “qualified institution.”  These accounts will include a “collection account,” a “reserve fund,” [a “risk retention reserve account,”] and a “distribution account.”

“Qualified institution” means the corporate trust department of the indenture trustee or any other depository institution or trust company:

·organized under the laws of the United States or any state thereof or the District of Columbia;

·the deposits of which are insured by the Federal Deposit Insurance Corporation; and

·which has, or whose parent corporation has, the minimum short-term or long-term debt ratings set forth in the sale and servicing agreement.

The indenture trustee will invest funds in the trust accounts at the direction of the servicer.   All investments will be generally limited to investments meeting the eligibility requirements under the sale and servicing agreement that will mature not later than the business day preceding the applicable payment date.  If funds on deposit in the reserve fund [or the risk retention reserve account] are invested in investments that mature later than the payment date, the amount of cash available in the reserve fund may be less than the amount required to be withdrawn from that trust account to cover shortfalls in collections on the contracts and a temporary shortfall in the amounts paid to the noteholders may result.

See “Description of the Transfer and Servicing Agreements” in this prospectus for summaries of the material terms of the transfer and sale agreements, sale and servicing agreements and administration agreements.

The Collection Account

The depositor will establish an account referred to as the collection account in accordance with the sale and servicing agreement.  The servicer will cause all collections made on or in respect of principal of and interest on the contracts to be deposited in or credited to the collection account.  The servicer is required to deposit into the collection account as promptly as practicable, but in any case not later than the second business day following processing thereof, all amounts received on or in respect of the contracts.  However, if the servicer’s short term debt security rating from each rating agency hired by the sponsor to rate the notes is at least the minimum level specified in the sale and servicing agreement, the servicer may deposit into the collection account all amounts

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received on or in respect of the contracts during each due period on the business day immediately preceding the related payment date.  The servicer is required to use its best efforts to cause an obligor to make all payments on the contracts to one or more lockbox banks (either directly by remitting payments to a lockbox, or indirectly by making payments through direct debit, the telephone or the internet to an account of the servicer which payments will be subsequently transferred from such account to one or more lockbox banks), acting as agent for the issuing entity pursuant to a lockbox agreement.  Funds in the collection account will be invested in certain eligible investments.  All income or other gain from such investments will be promptly deposited in, and any loss resulting from such investments will be charged to, the collection account.

The Reserve Fund

The depositor will establish pursuant to the sale and servicing agreement the reserve fund, which will be a segregated account in the name of the indenture trustee.  The reserve fund will be created with an initial deposit by the depositor on the closing date and will thereafter be funded as described below under “Payments to the Noteholders—Distributions.”  For further information relating to the reserve fund see “Description of the Notes and the Indenture—Credit Enhancement—Reserve Fund” in this prospectus.

Amounts held from time to time in the reserve fund will be held for the benefit of noteholders [and the [swap][cap] counterparty] and will be invested at the direction of the servicer in investments meeting the requirements specified in the sale and servicing agreement.  Investment income on those investments will be deposited into the reserve fund.  If the amount on deposit in the reserve fund on any payment date exceeds the amount that is required to be on deposit in the reserve fund on that payment date (after giving effect to all deposits thereto and withdrawals therefrom on such payment date), the indenture trustee will withdraw that excess and pay it to the [certificateholder[s]].  Upon any distribution to the [certificateholder[s]] of those excess amounts, neither the noteholders nor the [swap][cap] counterparty will have any rights in, or claims to, those amounts.

If available amounts for any payment date, after reimbursing the servicer for servicer advances and paying the servicing fee, the indenture trustee fee, and the asset representations reviewer any then-owed amounts, are insufficient to pay any [net [swap][cap] payment,] principal of and interest on the notes, [and any unpaid senior [swap][cap] termination payment,] the indenture trustee will withdraw funds from the reserve fund and deposit them in the distribution account for distribution to the noteholders [and the [swap][cap] counterparty] to cover any shortfalls.  If on the final scheduled payment date of any class of notes the principal amount of that class has not been paid in full, the indenture trustee will withdraw funds from the reserve fund to pay the remaining principal amount due on that class of notes, subject to the order of priority described under “Payments to the Noteholders—Distributions.”

[The Risk Retention Reserve Account]

On or prior to the closing date, the issuing entity will establish a risk retention reserve account for the benefit of the noteholders. The risk retention reserve account will be funded on the closing date by the retention of a portion of the purchase price for the notes in an amount equal to $[ ], the fair value of which is equal to $[ ], or [ ]% of the fair value of the total amount of all classes of the notes and the certificate on the closing date. To the extent that funds from principal and interest collections on the contracts are not sufficient to pay the amounts that are prior to the deposits into the reserve account as described under “Description of the Notes and the Indenture—Payments to the Noteholders —Distributions” in this prospectus, the amount previously deposited in the risk retention reserve account will provide an additional source of funds for those payments; provided, however, that available funds from the risk retention reserve account may not be used for payments to the servicer as long as it is an affiliate of HDCC or to reimburse servicer advances.]

For further details relating to the depositor’s credit risk retention, see “The Sponsor, Seller, Servicer and Administrator—Credit Risk Retention” in this prospectus.

The Distribution Account

The depositor will establish the distribution account, in the name of the indenture trustee on behalf of the noteholders and the [swap][cap] counterparty, in which amounts released from the collection account[, risk retention reserve account] and reserve fund for distribution to noteholders [and the [swap][cap] counterparty] will be deposited and from which all distributions to noteholders [and the [swap][cap] counterparty] will be made.

Credit Enhancement

Excess Cashflow

Because more interest is expected to be paid by the obligors in respect of the contracts than is necessary to pay the sum of the amounts payable under the priority of payments with higher priority than principal, there is expected to be “excess cash flow.” Any such excess cash flow will serve as additional credit enhancement. Any excess interest will be applied on each payment date, as a component of available amounts, as described under “Payments to the Noteholders—Distributions” in this prospectus[, to increase the amount of overcollateralization as of any payment date to the target overcollateralization amount].

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Subordination

Payments on the notes will be allocated first to more senior classes, thereby increasing the likelihood of payment on such classes. If there are not enough funds to pay interest on and/or principal of a subordinated class or classes, noteholders in such subordinated notes may not receive those payments in a timely manner or may experience a loss.  See “Risk Factors—The payment priorities increase the risk of loss or delay in payment to certain classes of notes” in this prospectus.  Payments on the certificate will be subordinated to payments on the notes to the extent described in this prospectus. The certificate will not bear interest.

Overcollateralization

The initial pool balance as of the cutoff date will exceed the aggregate principal amount of the notes on the closing date by $[                      ], which is approximately [      ]% of the initial pool balance.  Overcollateralization will be available to absorb losses on the contracts that are not otherwise covered by excess collections on or in respect of the contracts, if any.

The issuing entity will, to the extent of funds available on each payment date pursuant to the priority of payments, make payments of principal of the notes in amounts necessary to maintain an overcollateralization amount at least equal to the overcollateralization target amount. See “Payments to the Noteholders—Distributions.”

“Overcollateralization target amount” means, with respect to any payment date [       ]% of the initial pool balance.

[Yield Supplement Overcollateralization Amount

Because the pool of contracts includes a substantial number of contracts with low contract interest rates, the pool of contracts could generate collections of interest insufficient to pay the sum of the interest payments on the notes, any amounts required to be deposited in the reserve fund, and any fees, costs and expenses if the contracts with low contract interest rates are not adequately offset by contracts with high contract interest rates.  The yield supplement overcollateralization amount is intended to compensate for low contract interest rates on some of the contracts.

The yield supplement overcollateralization amount for each payment date or with respect to the closing date is the aggregate amount by which the principal balance as of the last day of the previous month or as of the cutoff date, as applicable, of each contract with a contract interest rate below [    ]%, which is referred to as the “required rate”, other than any defaulted contract, exceeds the present value of the future payments on such contracts, calculated as if their contract interest rates were equal to the required rate, assuming such future payment is made on the last day of each month and each month has 30 days.

The yield supplement overcollateralization amount on the closing date will be $[            ].  ]

The Reserve Fund

The depositor will establish pursuant to the sale and servicing agreement the reserve fund, which will be a segregated account in the name of the indenture trustee.  For a description of the funding and operation of reserve fund see “Description of the Notes and the Indenture—The Accounts—The Reserve Fund” in this prospectus.

Amounts held from time to time in the reserve fund will be held for the benefit of noteholders [and the [swap][cap] counterparty] and will be invested at the direction of the servicer in investments meeting the requirements specified in the sale and servicing agreement.  Investment income on those investments will be deposited into reserve fund.  If the amount on deposit in the reserve fund on any payment date exceeds the amount that is required to be on deposit in the reserve fund on that payment date (after giving effect to all deposits thereto and withdrawals therefrom on such payment date), the indenture trustee will withdraw that excess and pay it to the

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depositor.  Upon any distribution to the depositor of that investment income or those excess amounts, neither the noteholders nor the [swap][cap] counterparty will have any rights in, or claims to, those amounts.

If available amounts for any payment date, after reimbursing the servicer for servicer advances and paying the servicing fee and the indenture trustee fee, are insufficient to pay any [net [swap][cap] payment,] principal of and interest on the notes, [and any unpaid senior [swap][cap] termination payment,] the indenture trustee will withdraw funds from the reserve fund and deposit them in the distribution account for distribution to the noteholders [and the [swap][cap] counterparty] to cover any shortfalls.  If on the final scheduled payment date of any class of notes the principal amount of that class has not been paid in full, the indenture trustee will withdraw funds from the reserve fund to pay the remaining principal amount due on that class of notes, subject to the order of priority described under “Payments to the Noteholders—Distributions.”

On the closing date, the depositor will deposit an amount equal to [     ]% of the initial pool balance into the reserve fund.  With respect to any payment date, the “reserve fund required amount” will equal [     ]% of the initial pool balance.  However, in no event shall the reserve fund required amount be greater than the aggregate outstanding principal amount of the notes.  As of any payment date, the amount of funds actually on deposit in the reserve fund may be less than the reserve fund required amount.

[Interest Rate [Swap][Cap]

On the closing date, the issuing entity will enter into an “interest rate [swap][cap]” in respect of each class or tranche of floating rate notes with [      ], as [swap][cap] counterparty (the “[swap][cap] counterparty”) to provide the issuing entity with protection against adverse movements in interest rates on each such class or tranche of floating rate notes.  Each interest rate [swap][cap] will be governed by an “interest rate [swap][cap] agreement” based on the 1992 ISDA Master Agreement (including the Schedule thereto, and may include the 1994 Credit Support Annex to the Schedule) as supplemented by the confirmation in respect of each such interest rate [swap][cap].  The interest rate [swap][cap] relating to each class or tranche of floating rate notes will have an initial notional amount equal to the initial principal balance of such class or tranche of floating rate notes on the closing date and will decrease monthly by the amount of any principal payments on such class or tranche of floating rate notes during the prior month.  Based on a reasonable good faith estimate of maximum probable exposure, the “significance percentage” calculated in accordance with HDCC’s internal risk management process in respect of similar instruments, as defined in Regulation AB of the Securities Act of 1933 (“Regulation AB”), of the interest rate [swap][cap] agreement is less than 10%.

[Under each swap, on the payment date, the issuing entity will be obligated to pay the swap counterparty an amount based on a fixed interest rate and the swap counterparty will be obligated to pay the issuing entity an amount based on a floating interest rate of one-month LIBOR plus an applicable spread, in each case based upon a notional amount equal to the outstanding principal balance on each class of floating rate notes. The amount the issuing entity is obligated to pay will be netted against the amount the swap counterparty is obligated to pay under each swap. Only the net amount will be due from the issuing entity or the swap counterparty, as applicable. The obligations of the issuing entity and the swap counterparty under the swaps are unsecured.][Under each cap, on the payment date, the cap counterparty will be obligated to pay the issuing entity an amount equal to the excess of the interest rate on each class of floating rate notes over an interest rate equal to one-month LIBOR plus an applicable spread, which amount will not be less than zero. The obligations of the cap counterparty under the caps are unsecured.]

The payment obligations of the issuing entity to the [swap][cap] counterparty under the interest rate [swap][cap] agreement are secured under the indenture by the same lien in favor of the indenture trustee that secures payments to the noteholders.  The [swap][cap] counterparty will have the right to consent to certain amendments under the indenture and the sale and servicing agreement that would materially and adversely affect the interests of the [swap][cap] counterparty.  A net [swap][cap] payment payable by the issuing entity ranks higher in priority than all payments on the notes, and a senior [swap][cap] termination payment has equal payment priority

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with interest payments on the [Class A] notes, but ranks higher in priority than all other payments on the notes.  See “Payments to the Noteholders—Distributions.”

“[Swap][Cap] termination payment” means the payment due to the [swap][cap] counterparty by the issuing entity or due to the issuing entity from the [swap][cap] counterparty under the interest rate swap agreement, as applicable, including interest that may accrue thereon, arising from a termination of the interest rate [swap][cap] agreement in connection with the occurrence of an “event of default” or a “termination event” under the interest rate [swap][cap] agreement.

“Senior [swap][cap] termination payment” means any [swap][cap] termination payment owed by the issuing entity to the [swap][cap] counterparty under the interest rate [swap][cap] agreement unless the [swap][cap] counterparty is the “defaulting party” or “sole affected party” (other than in connection with a “tax event” or “illegality”) under the interest rate [swap][cap] agreement.

“Subordinated swap termination payment” means any [swap][cap] termination payment owed by the issuing entity to the [swap][cap] counterparty under the interest rate [swap][cap] agreement other than a senior [swap][cap] termination payment.

“Net [swap][cap] payment” means, for any payment date, the net amount owed by the issuing entity to the [swap][cap] counterparty, if any, on such payment date under the interest rate [swap][cap] agreement, excluding any [swap][cap] termination payment.

“Net [swap][cap] receipts” means, for any payment date, the net amount owed by the [swap][cap] counterparty to the issuing entity, if any, on such payment date under the interest rate [swap][cap] agreement, excluding any [swap][cap] termination payment.

The fixed rates to be used in calculating the issuing entity’s payments under the interest rate [swaps][caps] related to the Class [      ] notes will be equal to [      ]%.

An event of default under the interest rate [swap][cap] agreement includes, among other things:

·failure by the issuing entity or the [swap][cap]counterparty to make payments due under the interest rate [swap][cap] agreement;

·the occurrence of certain bankruptcy and insolvency events of the issuing entity or the [swap][cap] counterparty;

·any breach of the interest rate [swap][cap] agreement by the swap counterparty (other than a failure to make payments when due);

·a default by the [swap][cap] counterparty under one or more agreements or instruments relating to obligations in respect of borrowed money in an aggregate amount at least that specified in the interest rate [swap][cap] agreement;

·misrepresentation by the [swap][cap] counterparty; or

·merger by the [swap][cap] counterparty without assumption of its obligations under the interest rate [swap][cap] agreement.

A termination event under the interest rate [swap][cap] agreement includes, among other things:

·illegality of the transactions contemplated by the interest rate [swap][cap] agreement;

·a tax event (which generally relates to either party receiving a payment under the interest rate [swap][cap] agreement from which an amount has been deducted or withheld for or on account of taxes or paying an additional amount on account of an indemnifiable tax);

·a tax event upon merger (which generally relates to either party receiving a payment under the interest rate [swap][cap] agreement from which an amount has been deducted or withheld for or on

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account of taxes or paying an additional amount on account of an indemnifiable tax, in each case, resulting from a merger);

·the issuing entity amends any transaction document without the prior consent of the [swap][cap] counterparty if such consent is required under the transaction documents;

·any redemption, acceleration, or other prepayment in full, but not in part, of the notes under the indenture;

·if the [swap][cap] counterparty is required to provide certain financial information to comply with Regulation AB, failure of the [swap][cap] counterparty to provide such information or assign the interest rate [swap][cap] agreement to an eligible [swap][cap] counterparty that can provide such information;

·if the credit ratings of the [swap][cap] counterparty (or the credit ratings of the entity providing the credit support annex, if applicable) fall below the rating agency first trigger ratings threshold, a failure by the [swap][cap] counterparty to post the required amount of collateral and satisfy certain other related obligations under the interest rate [swap][cap] agreement; or

·if the credit ratings of the [swap][cap] counterparty (or the credit ratings of the entity providing the credit support annex, if applicable) fall below the rating agency second trigger ratings threshold for 30 or more business days and at least one eligible replacement counterparty has made a firm offer to be a replacement counterparty.

“Rating agency first trigger ratings threshold” means a long-term unsecured and unsubordinated debt rating or counterparty rating from [        ] of [“     “] and a short-term unsecured and unsubordinated debt rating from [        ] of [“     “] or, if a short-term unsecured and unsubordinated debt rating or counterparty rating from [        ] is not available, a long-term unsecured and unsubordinated debt rating or counterparty rating from [        ] of [“     “].

“Rating agency second trigger ratings threshold” means a long-term unsecured and unsubordinated debt rating or counterparty rating from [        ] of [“     “] and a short-term unsecured and unsubordinated debt rating from [        ] of [“     “] or, if a short-term unsecured and unsubordinated debt rating or counterparty rating from [        ] is not available, a long-term unsecured and unsubordinated debt rating or counterparty rating from [        ] of [“     “].

Upon the occurrence of any event of default specified in the interest rate [swap][cap] agreement, the non-defaulting party may elect to terminate all interest rate [swaps][caps].  Upon the occurrence of a termination event, interest rate [swaps][caps] may be terminated by the non-affected party or by the issuing entity or the [swap][cap] counterparty as specified in the interest rate [swap][cap] agreement.  If the interest rate [swaps][caps] are terminated due to an event of default or a termination event (whether or not caused by the issuing entity), a [swap][cap] termination payment under the interest rate [swap][cap] agreement may be due to the [swap][cap] counterparty by the issuing entity or may be due to the issuing entity by the [swap][cap] counterparty.  The amount of any [swap][cap] termination payment may be based on the actual cost or market quotations of the cost of entering into a similar [swap][cap] transaction or such other methods as may be required under the interest rate [swap][cap] agreement, in each case determined in accordance with the procedures set forth in the interest rate [swap][cap] agreement.  Any [swap][cap] termination payment could, if market rates or other conditions have changed materially, be substantial.  Upon such a termination, there can be no assurance that the issuing entity will have sufficient resources to enter into a replacement interest rate [swap][cap] agreement.  If a replacement interest rate [swap][cap] agreement is entered into, any upfront payments made by the replacement [swap][cap] counterparty in connection with its entry into the replacement interest rate [swap][cap] agreement will be applied to any unpaid [swap][cap] termination payment owed to the [swap][cap] counterparty under the interest rate swap agreement.]

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Certain Information Regarding the Notes

Noteholder Communication

A noteholder may communicate with the indenture trustee and provide notices and make requests and demands and give directions to the indenture trustee as permitted by the transaction documents through the procedures of DTC and by notice to the indenture trustee.  For purposes of this section, a “noteholder” is the beneficial owner of a note.

Three or more noteholders may request a list of all noteholders of the issuing entity maintained by the indenture trustee for the purpose of communicating with other noteholders about their rights under the indenture or under the notes.  Any request must be accompanied by a copy of the communication that the requesting noteholders propose to send.

A noteholder may also send a request to the issuing entity or to the servicer, on behalf of the issuing entity, stating that the noteholder is interested in communicating with other noteholders about the possible exercise of rights under the transaction documents.  The requesting noteholder must include in the request a description of the method by which other noteholders may contact the requesting noteholder.  The issuing entity will promptly deliver any such request to the servicer.  On receipt of a communication request, the servicer will include in the Form 10-D filed in the next month the following information:

·a statement that the issuing entity received a communication request;

·the date the request was received;

·the name of the requesting noteholder;

·a statement that the requesting noteholder is interested in communicating with other noteholders about the possible exercise of rights under the transaction documents; and

·a description of the method by which the other noteholders may contact the requesting noteholder.

Any expenses of the issuing entity or the servicer relating to an investor communication, including any review of documents evidencing ownership of a note and the inclusion of the investor communication information in the Form 10-D, will be paid by the servicer.

To make a request or demand or to provide notice to the issuing entity, the owner trustee, the indenture trustee, the depositor, the sponsor or the servicer under the transaction documents, a noteholder either must be a noteholder of record or must provide a written certification stating that it is a beneficial owner of a note, together with supporting documentation such as a trade confirmation, an account statement, a letter from a broker or dealer verifying ownership or another similar document evidencing ownership of a note.

Book-Entry Registration

Each class of notes offered by this prospectus will be represented by one or more notes issued to or registered in the name of Cede & Co., as nominee of The Depository Trust Company (“DTC”).  You may hold your notes through DTC in the United States, or Clearstream[, Luxembourg] or the Euroclear System in Europe, if you are a participant of those systems, or indirectly through organizations that are participants in those systems.

DTC is a limited purpose trust company organized under the New York Banking Law, a “banking organization” within the meaning of the New York Banking Law, a member of the Federal Reserve System, a “clearing corporation” within the meaning of the New York Uniform Commercial Code and a “clearing agency” registered under to Section 17A of the Securities Exchange Act of 1934.  DTC was created to hold notes for its direct participants and to facilitate the clearance and settlement of notes transactions between its direct participants through electronic book-entries, thereby eliminating the need for physical movement of certificates.  DTC’s direct participants include:

·the underwriters offering the notes to you;

·securities brokers and dealers;

·banks;

·trust companies; and

·clearing corporations;

and may include other organizations.

Indirect access to the DTC system is also available to others such as banks, brokers, dealers and trust companies that clear through or maintain a custodial relationship with a direct participant, either directly or indirectly.

To facilitate subsequent transfers, DTC will register all deposited notes in the name of DTC’s nominee, Cede & Co.  The deposit of the notes with DTC and their registration in the name of Cede & Co. do not effect any change in beneficial ownership.  DTC has no knowledge of the actual holders of the notes; DTC’s records only identify its direct participants to whose accounts the notes are credited, which may or may not be the beneficial owners of the notes.  DTC’s direct and indirect participants will remain responsible for keeping account of their holdings on behalf of their customers.

You have no entitlement to receive a certificate representing your interest in a class of notes.  As long as the notes are registered in the name of Cede & Co., any action to be taken by you or any other beneficial owners of the notes will be taken by DTC upon instructions from DTC’s participants.  All distributions, notices, reports and statements to you will be delivered to Cede & Co., as the registered holder of the notes, for distribution to you in compliance with DTC procedures.

You will receive all payments of principal of and interest on the notes through direct participants or indirect participants.  DTC will forward the payments to its direct participants, which will forward them to the indirect participants or beneficial owners of the notes.  Under a book-entry format, you may experience some delay in receipt of payments, since payments will be forwarded to Cede & Co. as nominee of DTC.  You may exercise the rights as an owner of notes only indirectly through DTC and its direct participants and indirect participants.  Because DTC can act only on behalf of direct participants, who in turn act on behalf of indirect participants, and on behalf of banks, trust

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companies and other persons approved by it, there may be limits on your ability to pledge the notes to persons or entities that do not participate in the DTC system, or to otherwise act with respect to notes, due to the absence of physical certificates for the notes.

Arrangements among the various parties govern conveyance of notices and other communications:

·by DTC to direct participants;

·by direct participants to indirect participants; and

·by direct participants and indirect participants to beneficial owners of the notes;

subject to any statutory or regulatory requirements as may be in effect from time to time.

Standing instructions and customary practices govern payments by DTC participants to you, as is the case with notes held for the accounts of customers in bearer form or registered in “street name” and will be the responsibility of the DTC participant and not of DTC, the indenture trustee, the owner trustee, the issuing entity, the depositor or the seller, subject to any statutory or regulatory requirements as may be in effect from time to time.  Payment or distribution of principal and interest to DTC will be the responsibility of the indenture trustee, disbursement of the payments or distributions to direct participants will be the responsibility of DTC and disbursement of payments to you will be the responsibility of the direct participants and the indirect participants.

Purchases of notes under the DTC system must be made by or through direct participants, which will receive a credit for the notes on DTC’s records.  The ownership interests of actual beneficial owners are in turn to be recorded on the direct participants’ and indirect participants’ records.  You will not receive written confirmation from DTC of your purchase, but you are expected to receive written confirmations providing details of the transaction, as well as periodic statements of your holdings, from the direct participant or indirect participant through which you entered into the transaction.  Entries made on the books of DTC’s participants acting on behalf of you evidence transfers of ownership interests in the notes.

DTC has advised the depositor that it will take any action permitted to be taken by a holder of notes only at the direction of one or more direct participants to whose accounts with DTC the notes are credited.  Additionally, DTC has advised the depositor that to the extent that the trust agreement or the indenture, as applicable, requires that any action may be taken only by holders representing a specified percentage of the aggregate outstanding principal amount of the notes, DTC will take the action only at the direction of and on behalf of direct participants whose holdings include undivided interests that satisfy the specified percentage.

DTC may discontinue providing its services as depository with respect to any class of notes at any time by giving reasonable notice to the indenture trustee.  Under these circumstances, in the event that a successor depository is not obtained, fully registered, certificated notes are required to be printed and delivered.  An issuing entity may decide to discontinue use of the system of book-entry transfers through DTC or a successor notes depository.  In that event, fully registered, certificated notes will be delivered to you.  See “—Issuance of Definitive Notes.”

Clearstream and Euroclear will hold omnibus positions on behalf of the participants in the Clearstream and Euroclear systems, respectively, through customers’ securities accounts in Clearstream’s and Euroclear’s names on the books of their respective depositaries which in turn will hold these positions in customers’ securities accounts in the depositaries’ names on the books of DTC.

Clearstream is incorporated under the laws of Luxembourg as a professional depository.  Clearstream holds securities for its participants and facilitates the clearance and settlement of securities transactions between its participants through electronic book-entry changes in accounts of its participants, thereby eliminating the need for physical movement of certificates.

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Indirect access to Clearstream is also available to others, such as banks, brokers, dealers and trust companies that clear through or maintain a custodial relationship with a Clearstream participant, either directly or indirectly.

Euroclear was created in 1968 to hold securities for participants of Euroclear and to clear and settle transactions between Euroclear’s participants through simultaneous electronic book-entry delivery against payment, thereby eliminating the need for physical movement of certificates and any risk from lack of simultaneous transfers of securities and cash.  Euroclear is operated by Euroclear Bank S.A./N.V.  Euroclear’s operator conducts all operations and all Euroclear securities clearance accounts and Euroclear cash accounts are accounts with Euroclear’s operator.  Euroclear’s participants include banks (including central banks), securities brokers and dealers and other professional financial intermediaries and may include the underwriters.  Indirect access to Euroclear is also available to other firms that clear through or maintain a custodial relationship with a Euroclear participant, either directly or indirectly.

Euroclear holds all securities on a fungible basis without attribution of specific certificates to specific securities clearance accounts.  The Euroclear operator acts under the Euroclear terms and conditions only on behalf of Euroclear’s participants, and has no record of or relationship with persons holding through Euroclear’s participants.

Transfers between direct participants will comply with DTC rules.  Transfers between Clearstream’s participants and Euroclear’s participants will comply with their rules and operating procedures.

DTC will effect, under DTC rules, cross-market transfers between persons holding directly or indirectly through DTC in the United States, on the one hand, and directly or indirectly through Clearstream or Euroclear, on the other, through the relevant European international clearing system through its depository; however, these cross-market transactions will require delivery of instructions to the relevant European international clearing system by the counterparty in this system as required by its rules and procedures and within its established deadlines, European time.  The relevant European international clearing system will, if the transaction meets its settlement requirement, deliver instructions to its depository to take action to effect final settlement on its behalf by delivering or receiving securities in DTC, and making or receiving payment using its normal procedures for same-day funds settlement applicable to DTC.  Clearstream participants and Euroclear participants may not deliver instructions directly to the depositaries.

Because of time-zone differences, credits of securities in Clearstream or Euroclear as a result of a transaction with a DTC participant will be made during the subsequent securities settlement processing day, dated the business day following the DTC settlement date, and the credits or any transactions in the securities settled during the processing day will be reported to the relevant Clearstream participant or Euroclear participant on that business day.  Cash received in Clearstream or Euroclear as a result of sales of securities by or through a Clearstream participant or a Euroclear participant to a DTC participant will be received with value on the DTC settlement date but will be available in the relevant Clearstream or Euroclear cash account only as of the business day following settlement in DTC.

Although DTC, Clearstream and Euroclear have agreed to the foregoing procedures in order to facilitate transfers of securities among participants of DTC, Clearstream and Euroclear, they are under no obligation to perform or continue to perform these procedures and these procedures may be discontinued at any time.

Except as required by law, none of the seller, the servicer, the depositor, the issuing entity, the owner trustee or the indenture trustee will have any liability for any aspect of the records relating to, actions taken or implemented by, or payments made on account of, beneficial ownership interests in the notes held through DTC, or for maintaining, supervising or reviewing any records or actions relating to beneficial ownership interests.

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Issuance of Definitive Notes

The issuing entity will issue the notes in fully registered, definitive form to beneficial owners or their nominees, rather than to DTC or its nominee, only if:

·DTC is no longer willing or able to discharge properly its responsibilities as depository with respect to the notes, and the indenture trustee is unable to locate a qualified successor;

·The administrator of the issuing entity notifies DTC of its intent to terminate the book-entry system through DTC and requests a withdrawal of the notes held by DTC, and after receipt by the DTC participants of a notice issued by DTC notifying the DTC participants of such withdrawal request, the DTC participants holding beneficial interests in the notes agree to initiate such termination; or

·After the occurrence of an event of default under the indenture or a servicer default under the sale and servicing agreement, holders representing more than 50% of the aggregate outstanding principal amount of the notes, acting together as a single class, advise the indenture trustee through DTC in writing that the continuation of a book-entry system through DTC with respect to those notes is no longer in the best interests of the noteholders.

Upon the occurrence of any of the three events described immediately above, the indenture trustee must notify all beneficial owners for each class of notes held through DTC of the availability of notes in fully registered, definitive form.  Upon surrender by DTC of the global note representing the notes and instructions for re-registration, the indenture trustee will issue fully registered, definitive notes, and the indenture trustee will recognize the holders of the fully registered, definitive notes.

Additionally, upon the occurrence of any event described above, the indenture trustee will distribute principal of and interest on the notes directly to you as required by the indenture.  Distributions will be made by check, mailed to your address as it appears on the register maintained by the indenture trustee, or as otherwise provided in the indenture.  Upon at least five days’ notice to holders of a class of notes, however, the indenture trustee will make the final payment on any note only upon presentation and surrender of the note at the office or agency specified in the notice of final distribution to the noteholders.  The indenture trustee or owner trustee will make the final payment in this manner whether the notes are in book-entry form or definitive form.

You may transfer any fully registered, definitive note of any class at the offices of the indenture trustee or its agent in [New York, New York], which the indenture trustee shall designate upon or prior to the issuance of any fully registered, definitive notes with respect to that class.  There is no service charge for any registration of transfer or exchange, but the indenture trustee may require payment of a sum sufficient to cover any tax or other governmental charge imposed in connection with the transfer or exchange.

Use of Proceeds

[If no underlying trust is utilized with respect to an issuance:][The issuing entity will use the net proceeds received from the sale of the notes (i) to purchase the contracts and related assets from the depositor, and (ii) to fund the reserve fund [and risk retention reserve account].  The depositor will use the net proceeds from the issuing entity’s purchase of the contracts to purchase the contracts from the seller.  The seller or its affiliates will use all or a portion of the net proceeds from the depositor’s purchase of the contracts to fund a new portfolio of promissory notes and security agreements and retail installment sale contracts and for general corporate purposes, which may include the repayment of indebtedness.]

[If an underlying trust is utilized with respect to an issuance:][The issuing entity will use the net proceeds received from the sale of the notes (i) to purchase the underlying certificate issued by the underlying trust, and (ii) to fund the reserve fund [and risk retention reserve account].  The underlying trust will use the net proceeds received from the issuing entity’s purchase of the underlying certificate to purchase the contracts and related assets from the depositor . The depositor will use

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the net proceeds from the underlying trust’s purchase of the contracts to purchase the contracts from the seller.  The seller or its affiliates will use all or a portion of the net proceeds from the depositor’s purchase of the contracts to fund a new portfolio of promissory notes and security agreements and retail installment sale contracts and for general corporate purposes, which may include the repayment of indebtedness.]

Payments to the Noteholders

Determination of Outstanding Principal Balances

Prior to each payment date, the servicer will calculate a seven-digit decimal factor which represents the unpaid principal amount of each class of notes, after giving effect to payments to be made on such payment date, as a fraction of the initial outstanding principal amount of such class of notes.

If the servicer were to perform such calculations on the closing date, the resulting decimal factor for each of the notes would be 1.0000000.  Thereafter, these decimal factors will decline in correspondence with reductions in the outstanding principal amount of the notes.  Your portion of the aggregate outstanding principal amount of notes of any class will be the product of:

·the original denomination of the notes of the class you own; and

·the decimal factor relating to the class of notes at the time of determination (calculated as described above).

Noteholders of record will receive reports on or about each payment date concerning payments received on the contracts, the aggregate outstanding principal balance of the contracts owned by the [issuing entity][underlying trust], the decimal factors described above and various other items of information.  In addition, noteholders of record during any calendar year will be furnished information for tax reporting purposes not later than the latest date permitted by law.  See “Description of the Transfer and Servicing Agreements—Servicing—Statements to Noteholders” and “—Reports to Noteholders” in this prospectus.

Available Amounts

The issuing entity will pay principal and interest in respect of the notes on each payment date from available amounts for the payment date, as well as amounts permitted to be withdrawn from the reserve fund [and risk retention reserve account].  See “Description of the Notes and the Indenture—The Accounts—The Reserve Fund[” and “The Sponsor, Seller, Servicer and Administrator—Credit Risk Retention].”  “Available amounts” for any payment date are generally the sum of:

·the following amounts on deposit in the collection account which the issuing entity [or the underlying trust] received during the prior calendar month:

(1)all amounts allocable to scheduled principal or interest payments on the contracts;

(2)prepayments of contracts;

(3)proceeds of repossessed financed motorcycles and other proceeds of defaulted contracts; and

(4)investment earnings with respect to amounts on deposit in the collection account and the distribution account.

·the acquisition price paid by the depositor in repurchasing contracts from the [issuing entity][underlying trust] not later than two business days prior to the first payment date after the

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last day of the calendar month in which the depositor became aware of a breach of the representations and warranties with respect to those contracts in the sale and servicing agreement;

·the acquisition price paid by the servicer in purchasing contracts from the [issuing entity][underlying trust] not later than two business days prior to the first payment date after the last day of the calendar month in which the servicer became aware of a breach of its servicing obligations relating to those contracts as specified in the sale and servicing agreement;

·servicer advances, if any, made by the servicer on that payment date in respect of accrued and unpaid interest on contracts that were delinquent by 30 or more days at the end of the prior calendar month (assuming 30-day months); [and]

·the amount paid by the servicer to purchase the contracts (at the option of the servicer) at such time as the pool balance has been reduced to less than 10% of the initial pool balance[; and

·the net swap receipt, if any, received from the [swap][cap] counterparty for such payment date, and [swap][cap] termination payments, if any, made by the [swap][cap] counterparty (less any amounts used to enter into a replacement [swap][cap] agreement)].

Fees and Expenses

The following table describes the fees and expenses that are paid or payable out of available amounts on each payment date. All distribution priority references are to clauses in the waterfall of payments as set forth under “Payments to Noteholders—Distributions” in this prospectus.

Party	Amount
Servicer	Reimbursement of Advances(1): Amount previously advanced by servicer comprising accrued and unpaid interest on contracts that were then 30 days or more delinquent at the end of the applicable preceding calendar month (assuming 30-day months) Servicing Fee(2): The sum of (i) an amount equal to the product of 1/12th of 1.00% times the pool balance as of the first day of the prior calendar month and (ii) any late payment fees, extension fees, convenience fees, and other similar fees and charges received with respect to the contracts
Indenture Trustee(3)	An amount equal to the greater of (i) one-twelfth of the product of [ ]% and the pool balance as of the first day of the prior calendar month or (ii) $[ ]
Asset Representations Reviewer(4)	$[    ]

(1)To be paid with clause (1) of payment waterfall.

(2)To be paid with clause (2) of payment waterfall.

(3)To be paid with clause (3) of payment waterfall.

(4)To be paid with clause (4) of payment waterfall.

Servicing Compensation and Reimbursement of Servicer Advances

On each payment date, the servicer will be entitled to receive the servicing fee in an amount equal to the product of 1/12th of 1.00% and the pool balance as of the first day of the calendar month immediately preceding the month in which that payment date falls (or with respect to the first payment date, the initial pool balance).  The

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servicer will also be entitled to retain any late payment fees, extension fees, convenience fees, and other similar fees and charges received with respect to the contracts.

The servicer is obligated to advance each month an amount equal to accrued and unpaid interest on each contract which was 30 days or more delinquent as of the end of the prior calendar month (assuming 30-day months), but only to the extent that the servicer believes that the amount of such advance will be recoverable from collections on such contract.  On each payment date, the servicer will be entitled to reimbursement of any outstanding advances from prior payment dates by means of a first priority withdrawal of certain funds then held in the collection account.  See “Description of the Transfer and Servicing Agreements—Servicing—Advances” and “Payments to the Noteholders—Distributions” in this prospectus.

Distributions

On each payment date prior to the acceleration of the notes, the servicer will direct the indenture trustee to apply available amounts, together with amounts withdrawn from the reserve fund [and risk retention reserve account] to the extent described below, in the following order of priority:

(1)Servicer Advances — reimbursement of servicer advances in respect of prior payment dates, to the servicer[, except that available funds from the risk retention reserve account may not be used for this purpose as long as the servicer is an affiliate of HDCC];

(2)Servicing Fee — the servicing fee, including any unpaid servicing fee with respect to one or more prior payment dates, to the servicer[, except that available funds from the risk retention reserve account may not be used for this purpose as long as the servicer is an affiliate of HDCC];

(3)Indenture Trustee Fee — the indenture trustee fee, including any unpaid indenture trustee fee with respect to one or more prior payment dates, to the indenture trustee;

(4)Asset Representations Reviewer Fee and Expenses - the asset representations reviewer fee and expenses and indemnity amounts due and owing under the asset representations review agreement, to the extent not already paid by the administrator on behalf of the issuing entity, up to an amount not exceed $[         ] per calendar year;

(5)[Net [Swap][Cap] Payment — any net [swap][cap] payment, to the [swap][cap] counterparty;]

(6)Class A Interest [and Senior [Swap][Cap] Termination Payment]— [pro rata (i)] to the Class A noteholders, all accrued and unpaid interest on the Class A notes, including any accrued and unpaid interest on the Class A notes payable on prior payment dates plus interest on that accrued and unpaid interest (to the extent permitted by applicable law) [and (ii) to the [swap][cap] counterparty, any unpaid senior [swap][cap] termination payment];

(7)Class A Principal — the first priority principal distributable amount, first, to the Class A-1 noteholders until the aggregate outstanding principal amount of the Class A-1 notes has been paid in full, second, to the Class A-2 noteholders[, pro rata between the Class A-2a notes and the Class A-2b notes,] until the aggregate outstanding principal amount of the Class A-2 notes has been paid in full, third, to the Class A-3 noteholders until the aggregate outstanding principal amount of the Class A-3 notes has been paid in full, and fourth, to the Class A-4 noteholders until the aggregate outstanding principal amount of the Class A-4 notes has been paid in full;

(8) Class B Interest — to the Class B noteholders, all accrued and unpaid interest on the Class B notes, including any accrued and unpaid interest on the Class B notes payable on prior payment dates plus interest on that accrued and unpaid interest (to the extent permitted by applicable law);

(9) Class A and Class B Principal — the second priority principal distributable amount, first, to the Class A-1 noteholders until the aggregate outstanding principal amount of the Class A-1 notes has

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been paid in full, second, to the Class A-2 noteholders[, pro rata between the Class A-2a notes and the Class A-2b notes,] until the aggregate outstanding principal amount of the Class A-2 notes has been paid in full, third, to the Class A-3 noteholders until the aggregate outstanding principal amount of the Class A-3 notes has been paid in full, fourth, to the Class A-4 noteholders until the aggregate outstanding principal amount of the Class A-4 notes has been paid in full, and fifth, to the Class B noteholders until the aggregate outstanding principal amount of the Class B notes has been paid in full;

(10) Class C Interest — to the Class C noteholders, all accrued and unpaid interest on the Class C notes, including any accrued and unpaid interest on the Class C notes payable on prior payment dates plus interest on that accrued and unpaid interest (to the extent permitted by applicable law);

(11) Class A, Class B and Class C Principal — the third priority principal distributable amount, first, to the Class A-1 noteholders until the aggregate outstanding principal amount of the Class A-1 notes has been paid in full, second, to the Class A-2 noteholders[, pro rata between the Class A-2a notes and the Class A-2b notes,] until the aggregate outstanding principal amount of the Class A-2 notes has been paid in full, third, to the Class A-3 noteholders until the aggregate outstanding principal amount of the Class A-3 notes has been paid in full, fourth, to the Class A-4 noteholders until the aggregate outstanding principal amount of the Class A-4 notes has been paid in full, fifth, to the Class B noteholders until the aggregate outstanding principal amount of the Class B notes has been paid in full, and sixth, to the Class C noteholders until the aggregate outstanding principal amount of the Class C notes has been paid in full;

(12) Class D Interest — to the Class D noteholders, all accrued and unpaid interest on the Class D notes, including any accrued and unpaid interest on the Class D notes payable on prior payment dates plus interest on that accrued and unpaid interest (to the extent permitted by applicable law);

(13)Note Principal — the noteholders’ regular principal distributable amount, first, to the Class A-1 noteholders until the aggregate outstanding principal amount of the Class A-1 notes has been paid in full, second, to the Class A-2 noteholders[, pro rata between the Class A-2a notes and the Class A-2b notes,] until the aggregate outstanding principal amount of the Class A-2 notes has been paid in full, third, to the Class A-3 noteholders until the aggregate outstanding principal amount of the Class A-3 notes has been paid in full, fourth, to the Class A-4 noteholders until the aggregate outstanding principal amount of the Class A-4 notes has been paid in full, fifth, to the Class B noteholders until the aggregate outstanding principal amount of the Class B notes has been paid in full, sixth, to the Class C noteholders until the aggregate outstanding principal amount of the Class C notes has been paid in full, and seventh, to the Class D noteholders until the aggregate outstanding principal amount of the Class D notes has been paid in full;

(14)Reserve Fund — to the reserve fund, the amount, if any, needed to increase the balance of the reserve fund to the required amount;

(15)Unpaid Fees and Expenses of the Asset Representations Reviewer - to the asset representations reviewer, any fees, expenses and indemnity amounts due but not paid under item (4); [and]

[(16)Subordinated [Swap][Cap] Termination Payment — any unpaid subordinated [swap][cap] termination payment, to the [swap][cap] counterparty; and]

(17)Residual — any remaining amounts to the certificateholder[s] under the trust agreement.

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See “Description of the Notes and the Indenture—Principal” [and “—Credit Enhancement—Interest Rate [Swap][Cap].”]

None of the noteholders, the certificateholder[s], [the [swap][cap] counterparty,] the indenture trustee, the asset representations reviewer, the servicer, or the depositor will be required to refund any amounts properly distributed or paid to them (except as may be required under the United States Bankruptcy Code in the event of a bankruptcy involving the issuing entity), whether or not there are sufficient funds on any subsequent payment date to make full distributions to the noteholders.

The issuing entity is to make payments first from available amounts, and second, but only as to amounts described in clauses [(5) through (13)] above, from amounts permitted to be withdrawn from the reserve fund [and risk retention reserve account] as described under “Certain Information Regarding the Notes—The Accounts—The Reserve Fund” [and “The Sponsor, Seller, Servicer and Administrator—Credit Risk Retention”] above.

On each payment date after an event of default under the indenture due to a breach by the issuing entity of a representation, warranty, material covenant or material agreement in the indenture and the acceleration of the notes, amounts available to the noteholders [and the [swap][cap] counterparty] after the payment of the amounts described in clauses (1) through (5) above will be distributed in the following priority:

first, Class A Interest [and Senior [Swap][Cap] Termination Payment] — [pro rata (i)] to the Class A noteholders, all accrued and unpaid interest on the Class A notes, including any accrued and unpaid interest on the Class A notes payable on prior payment dates plus interest on that accrued and unpaid interest (to the extent permitted by applicable law)[, and (ii) to the [swap][cap] counterparty, any unpaid senior [swap][cap] termination payment];

second, Class A Principal — the first priority principal distributable amount, first, to the Class A-1 noteholders until the aggregate outstanding principal amount of the Class A-1 notes has been paid in full and, second, pro rata, to the Class A-2 noteholders [(pro rata between the Class A-2a notes and the Class A-2b notes)], Class A-3 noteholders and Class A-4 noteholders until the aggregate outstanding principal amount of the Class A-2 notes, Class A-3 notes and Class A-4 notes has been paid in full;

third, Class B Interest — to the Class B noteholders, all accrued and unpaid interest on the Class B notes, including any accrued and unpaid interest on the Class B notes payable on prior payment dates plus interest on that accrued and unpaid interest (to the extent permitted by applicable law);

fourth, Class A and Class B Principal — the second priority principal distributable amount, first, to the Class A-1 noteholders until the aggregate outstanding principal amount of the Class A-1 notes has been paid in full, second, pro rata, to the Class A-2 noteholders [(pro rata between the Class A-2a notes and the Class A-2b notes)], Class A-3 noteholders and Class A-4 noteholders until the aggregate outstanding principal amount of the Class A-2 notes, Class A-3 notes and Class A-4 notes has been paid in full, and third, to the Class B noteholders until the aggregate outstanding principal amount of the Class B notes has been paid in full;

fifth, Class C Interest — to the Class C noteholders, all accrued and unpaid interest on the Class C notes, including any accrued and unpaid interest on the Class C notes payable on prior payment dates plus interest on that accrued and unpaid interest (to the extent permitted by applicable law);

sixth, Class A, Class B and Class C Principal — the third priority principal distributable amount, first, to the Class A-1 noteholders until the aggregate outstanding principal amount of the Class A-1 notes has been paid in full, second, pro rata, to the Class A-2 noteholders [(pro rata between the Class A-2a notes and the Class A-2b notes)], Class A-3 noteholders and Class A-4 noteholders until the aggregate outstanding principal amount of the Class A-2 notes, Class A-3 notes and Class A-4 notes has been paid in full, third, to the Class B noteholders until the aggregate outstanding principal

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amount of the Class B notes has been paid in full, and fourth, to the Class C noteholders until the aggregate outstanding principal amount of the Class C notes has been paid in full;

seventh, Class D Interest — to the Class D noteholders, all accrued and unpaid interest on the Class D notes, including any accrued and unpaid interest on the Class D notes payable on prior payment dates plus interest on that accrued and unpaid interest (to the extent permitted by applicable law);

eighth, Class A Principal — to the Class A noteholders, any amounts remaining, first, to the Class A-1 noteholders until the aggregate outstanding principal amount of the Class A-1 notes has been paid in full and, second, pro rata, to the Class A-2 noteholders [(pro rata between the Class A-2a notes and the Class A-2b notes)], Class A-3 noteholders and Class A-4 noteholders until the aggregate outstanding principal amount of the Class A-2 notes, Class A-3 notes and Class A-4 notes has been paid in full;

ninth, Class B Principal — to the Class B noteholders, any amounts remaining until the aggregate outstanding principal amount of the Class B notes has been paid in full;

tenth, Class C Principal — to the Class C noteholders, any amounts remaining until the aggregate outstanding principal amount of the Class C notes has been paid in full;

eleventh, Class D Principal — to the Class D noteholders, any amounts remaining until the aggregate outstanding principal amount of the Class D notes has been paid in full; [and]

[twelfth, Subordinate [Swap][Cap] Termination Payment — to the [swap][cap] counterparty, any unpaid subordinate [swap][cap] termination payment; and]

thirteenth, Residual — any remaining amounts to the certificateholder under the trust agreement.

On each payment date after an event of default under the indenture due to a payment default or certain bankruptcy or insolvency events and acceleration of the notes, amounts available to the noteholders and the [swap][cap] counterparty, after the payment of the amounts described in clauses (1) through (5) above, will be distributed in the following priority:

first, Class A Interest [and Senior Swap Termination Payment] — [pro rata (i)] to the Class A noteholders, pro rata, all accrued and unpaid interest on the Class A notes, including any accrued and unpaid interest on the Class A notes payable on prior payment dates plus interest on that accrued and unpaid interest (to the extent permitted by applicable law)[, and (ii) to the swap counterparty any unpaid senior swap termination payment];

second, Class A Principal — to the Class A noteholders, any amounts remaining, first, to the Class A-1 noteholders until the aggregate outstanding principal amount of the Class A-1 notes has been paid in full and second, pro rata, to the Class A-2 noteholders [(pro rata between the Class A-2a notes and the Class A-2b notes)], Class A-3 noteholders and Class A-4 noteholders until the aggregate outstanding principal amount of the Class A-2 notes, Class A-3 notes and Class A-4 notes has been paid in full;

third, Class B Interest — to the Class B noteholders, all accrued and unpaid interest on the Class B notes, including any accrued and unpaid interest on the Class B notes payable on prior payment dates plus interest on that accrued and unpaid interest (to the extent permitted by applicable law);

fourth, Class B Principal — to the Class B noteholders, any amounts remaining until the aggregate outstanding principal amount of the Class B notes has been paid in full;

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fifth, Class C Interest — to the Class C noteholders, all accrued and unpaid interest on the Class C notes, including any accrued and unpaid interest on the Class C notes payable on prior payment dates plus interest on that accrued and unpaid interest (to the extent permitted by applicable law);

sixth, Class C Principal — to the Class C noteholders, any amounts remaining until the aggregate outstanding principal amount of the Class C notes has been paid in full;

seventh, Class D Interest — to the Class D noteholders, all accrued and unpaid interest on the Class D notes, including any accrued and unpaid interest on the Class D notes payable on prior payment dates plus interest on that accrued and unpaid interest (to the extent permitted by applicable law);

eighth, Class D Principal — to the Class D noteholders, any amounts remaining until the aggregate outstanding principal amount of the Class D notes has been paid in full; [and]

[ninth, Subordinate [Swap][Cap] Termination Payment — to the [swap][cap] counterparty, any unpaid subordinate [swap][cap] termination payment; and]

tenth, Residual — any remaining amounts to the certificateholder[s] under the trust agreement.

[Amounts distributable to a class of notes as described above will be allocated pro rata between the fixed rate and floating rate tranches, if any, of that class of notes.]

Description of the Certificate[s]

[If no underlying trust is utilized with respect to an issuance:][The certificate will be issued under the trust agreement in definitive form. The depositor or one of its affiliates will be the initial holder of the certificate.  Payments on the certificate will be subordinated to payments on the notes.  The certificate will not bear interest.  See “Description of the Notes and the Indenture—Principal” and “Payments to the Noteholders—Distributions” in this prospectus.]

[If an underlying trust is utilized with respect to an issuance:][The certificates will be issued under the trust agreement in book-entry form, and will be sold to investors in one or more negotiated transactions or otherwise at varying prices to be determined at the time of sale.  Payments on the certificate[s] will be subordinated to payments on the notes.  The certificate[s] will not bear interest.  See “Description of the Notes and the Indenture—Principal” and “Payments to the Noteholders—Distributions” in this prospectus.]

Description of the Transfer and Servicing Agreements

This section summarizes the material terms of the following agreements:

·the transfer and sale agreement pursuant to which the seller will sell and assign all right, title and interest in the pool of contracts and the related property to the depositor;

·the sale and servicing agreement pursuant to which the depositor will deposit the pool of contracts and the related property to the [issuing entity][underlying trust] and the servicer will agree to service those contracts; and

·the administration agreement pursuant to which the administrator will undertake specified administrative duties with respect to the issuing entity [and the underlying trust].

Forms of these documents, which we collectively refer to as the “transfer and servicing agreements”, have been filed as exhibits to the registration statement of which this prospectus is a part.  In addition, copies of the

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transfer and servicing agreements will be filed with the Securities and Exchange Commission following the sale of the notes.  This summary describes the material terms of each transfer and servicing agreement.  This summary is subject to, and qualified in its entirety by reference to, all the provisions of the transfer and servicing agreements.  You should read the forms of the transfer and servicing agreements filed as noted above.

Sale and Assignment of Contracts by Seller

HDCC will be the seller of the contracts and the related property to the depositor for [deposit into the issuing entity][sale to the underlying trust].  The seller will acquire (i) contracts originated by Eaglemark Savings Bank pursuant to the bank sale and participation agreement and (ii) contracts originated by the motorcycle dealers in certain U.S. territories, pursuant to dealer agreements.

On [or before] the closing date, the seller will sell to the depositor under the transfer and sale agreement all of its interest in the following:

·the contracts and the right to receive all scheduled payments and prepayments received on the contracts after the cutoff date;

·security interests in the financed motorcycles securing the contracts and any related property;

·the rights to proceeds from claims on theft, physical damage, credit life and disability or other individual insurance policies (including a “forced place” policy) and any debt insurance policy or debt cancellation agreements covering the financed motorcycles or the obligors;

·the documents in the contract files;

·rights in the lockbox, lockbox account and related lockbox agreement to the extent they relate to the contracts;

·rights under any agreements with dealers under which the seller acquired certain contracts;

·certain rebates of premiums and other amounts relating to insurance policies, extended service contracts or other repair agreements and other items financed under the contracts; and

·all proceeds of the foregoing.

Transfer of Contracts by the Depositor

Pursuant to the sale and servicing agreement, on the closing date, the depositor will transfer to the [issuing entity][underlying trust] all of its interest in the following:

·all property acquired by the depositor from the seller under the transfer and sale agreement;

·[amounts that may be held in separate trust accounts maintained by the indenture trustee, including the reserve fund [and risk retention reserve account];]

·the depositor’s rights against the seller under the transfer and sale agreement pursuant to which the seller sold the pool of contracts to the depositor; and

·all proceeds of the foregoing.

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The depositor will designate the servicer as custodian to maintain physical possession, as the [issuing entity’s][underlying trust’s] agent, of the promissory notes and security agreements and retail installment sale contracts and any other documents relating to the contracts.  To facilitate servicing and save administrative costs, the contracts will not be stamped or otherwise marked to reflect the sale and assignment of the contracts to the seller, the depositor, or the [issuing entity][underlying trust], and the documents will not be physically segregated from other similar documents that are in the servicer’s possession.  However, UCC financing statements will be filed in the applicable jurisdictions reflecting:

·the sale and assignment of the contracts and the security interests in the financed motorcycles and the related property by the seller to the depositor;

·the transfer by the depositor to the [issuing entity][underlying trust] of the contracts, the security interests in the financed motorcycles, the related property and the depositor’s rights against the seller under the transfer and sale agreement; and

·the pledge by the issuing entity of the trust assets to the indenture trustee.

The seller and servicer’s accounting records and computer systems will also reflect these assignments and the pledge.  Because the contracts will remain in the possession of the servicer (or a third-party service provider acting on behalf of the servicer), if a subsequent purchaser were able to take physical possession of the contracts without actual knowledge that the purchase violates the rights of the [issuing entity][underlying trust], the [issuing entity’s][underlying trust’s] interest in the contracts could be defeated.  In addition, in some cases, the [issuing entity’s][underlying trust’s] security interest in collections that have been received by the servicer but not yet remitted to the related collection account could be defeated. See “Legal Aspects of the Contracts—Security Interests” in this prospectus.

The depositor will instruct the indenture trustee to apply the net proceeds received from the sale of the notes to the purchase of the contracts from the seller and to make any required initial deposit into the reserve fund [and risk retention reserve account].

Conveyance of Contracts

On the closing date:

·the seller will sell, transfer, assign, set over and otherwise convey to the depositor the contracts and related assets;

·the depositor will sell, transfer, assign, set over and otherwise convey to the [issuing entity][underlying trust] all of its right, title and interest in the contracts and related assets; and

·the issuing entity will pledge to the indenture trustee all of its right, title and interest in the [contracts and related assets][underlying certificate].

The contracts will be described on a list delivered to the indenture trustee.  The list will include the amount of monthly payments due on each contract as of the cutoff date, the contractual rate of interest on each contract and the maturity date of each contract.  The list will be available for inspection by any noteholder at the principal office of the servicer.

Representations and Warranties Made by the Seller and the Depositor

In the transfer and sale agreement the seller will make certain representations and warranties to the depositor and in the sale and servicing agreement the depositor will make certain representations and warranties, in each case, with respect to each contract, including that:

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·each of the contracts is free and clear of all security interests, liens (except permitted liens), charges, and encumbrances;

·each of the contracts is secured by a first priority (except with respect to mechanic’s liens and the like relating to a financed motorcycle) perfected security interest in the financed motorcycle in favor of Eaglemark Savings Bank or Harley-Davidson Credit Corp.;

·each contract is on a form contract that includes rights and remedies allowing the holder to enforce the obligation and realize on the financed motorcycle and represents the legal, valid and binding payment obligation of the obligor, enforceable in all material respects by the holder of the contract, except as may be limited by bankruptcy, insolvency, reorganization or other laws relating to the enforcement of creditors’ rights or by general equitable principles and consumer protection laws;

·as of the cutoff date, no contract has been satisfied, subordinated, or rescinded according to the servicer’s records;

·no right of rescission, setoff, counterclaim, or defense asserted with respect to any contract is indicated in the servicer’s records;

·each contract constitutes “tangible chattel paper” or “electronic chattel paper”, as such terms are defined in the Uniform Commercial Code;

·with respect to each contract that is not an electronic contract, there is only one original executed copy of such contract;

·in the case of each contract that is an electronic contract, there is a single “authoritative copy” of each such contract; and

·each contract, at the time it was originated, complied in all material respects with all requirements of law in effect at that time.

The seller will also make certain representations and warranties with respect to the contracts in the aggregate. “Representations, Repurchase, and Asset Representations Review—Representations Regarding Contracts.”

In the event of an uncured breach of any representation or warranty with respect to a contract that materially and adversely affects the [issuing entity’s][underlying trust’s] interest in the contract, the depositor will be obligated to repurchase the contract from the [issuing entity][underlying trust] and the seller will be obligated to repurchase the contract from the depositor. In addition, if the servicer determines that the representation and warranty of the seller with respect to compliance with consumer credit and other laws may have been violated with respect to one or more contracts, and that amendment of the terms of such contract(s) could better ensure compliance with applicable laws, the depositor will be obligated to repurchase the contract from the [issuing entity][underlying trust] and the seller will be obligated to repurchase the contract from the depositor.  See “Representations, Repurchase, and Asset Representations Review—Obligations to Repurchase the Contracts.”

Collection Account

The indenture trustee will establish and maintain the collection account in the name of the indenture trustee for the benefit of the noteholders under the indenture.

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The servicer will (except as described in the next paragraph) deposit the following amounts into the collection account no later than the second business day after processing by the servicer:

·all scheduled payments and prepayments made by the obligors under the contracts;

·all proceeds of the contracts and the financed motorcycles;

·all payments made by the seller under the related transfer and sale agreement, or by the depositor under the sale and servicing agreement to repurchase any contract as a result of a breach or potential breach of a representation or warranty, as described under “—Representations and Warranties Made by the Seller and the Depositor” above;

·all payments made by the servicer under the sale and servicing agreement to purchase any contract as a result of a breach of its servicing obligations relating to such contract, as described under “—Servicing” below; and

·all payments made by the servicer under the sale and servicing agreement to purchase the contracts when the pool balance is less than 10% of the pool balance as of the cutoff date, as described under “Description of the Notes and the Indenture—Optional Purchase of the Contracts and Redemption of the Notes.”

However, if the conditions to making monthly deposits into the collection account set forth in the sale and servicing agreement (including the satisfaction of the minimum ratings of the servicer and the absence of a servicer default) are satisfied, the servicer may retain collections received on the contracts during each month until the business day immediately prior to the related payment date.  Pending deposit into the collection account, the servicer will not be obligated to segregate collections from its own funds and may use collections for its own benefit.  The servicer may, in order to satisfy the requirements set forth in the sale and servicing agreement, obtain a letter of credit or other security for the benefit of the [issuing entity][underlying trust] to secure timely remittances of collections on the contracts.

The servicer may withdraw from the collection account any amounts deposited in error or required to be repaid to an obligor, based on the servicer’s good-faith determination that the amount was deposited in error or must be returned to the obligor.

Collections on a contract made during a month will be applied to scheduled payments and late payment fees and other charges in accordance with the servicer’s normal practices and procedures.  Any collections on a contract remaining after those applications will be applied as a prepayment of principal.

Servicing

The servicer will be obligated under the sale and servicing agreement to service the contracts with reasonable care, using that degree of skill and attention that the servicer generally exercises with respect to all comparable motorcycle promissory notes and security agreements and retail installment sale contracts it services for itself and others, in accordance with its credit and collection policies and applicable law.  In performing these duties, the servicer shall comply in all material respects with its credit and collection policies and procedures described above under “The Sponsor, Seller, Servicer and Administrator”, as modified from time to time.  The servicer may, without notice or consent, delegate servicing responsibilities to third parties or affiliates or perform specific duties (including, without limitation, its duties as custodian) through subcontractors, provided that the servicer will remain obligated to the [issuing entity][underlying trust] for the proper performance of its servicing responsibilities.

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The servicer is responsible for:

·reviewing the contract files in the normal course of business;

·billing, collecting and recording payments from obligors;

·communicating with and providing billing records to obligors;

·depositing funds into the collection account;

·issuing reports to the owner trustee and indenture trustee, if any, specified in the relevant transfer and servicing agreements; and

·repossessing and remarketing financed motorcycles following obligor defaults.

In the event of an uncured breach by the servicer of certain servicing obligations relating to a contract that materially and adversely affects the [issuing entity’s][underlying trust’s] interest in the contract, the servicer will be obligated to purchase the contract from the [issuing entity][underlying trust].  Any such purchase shall be made two business days prior to the first payment date after the last day of the calendar month in which the owner trustee or the indenture trustee becomes aware and gives notice to the servicer of the breach or the servicer becomes aware of the breach.  The purchase price will be equal to the required payoff amount of the contract.  The indenture trustee may enforce this purchase obligation on your behalf.

If the servicer determines that eventual payment in full of a contract is unlikely, the servicer will follow its normal practices and procedures to recover all amounts due upon that contract, including repossessing and disposing of the related financed motorcycle at a public or private sale, or taking any other action permitted by applicable law.  See “Legal Aspects of the Contracts” in this prospectus.  The servicer will be entitled to recover all reasonable out-of-pocket expenses incurred by it in liquidating a contract and disposing of the related financed motorcycle.

The servicer is obligated to act in a commercially reasonable manner with respect to the repossession and disposition of financed motorcycles following a contract default, with a view to realizing proceeds at least equal to the financed motorcycle’s fair market value.

The servicer may, consistent with its customary servicing procedures, grant extensions, rebates or adjustments subject to the restrictions contained in the sale and servicing agreement.  Subject to those restrictions, extensions may be granted to certain qualified obligors as part of a program or finance offer and these extensions may not benefit you as a noteholder.  The servicer will be entitled to retain any fees that an obligor pays to receive an extension.

Evidence as to Compliance

The servicer will be obligated to deliver to the owner trustee and the indenture trustee an annual report from each party responsible for the servicing of the contracts stating such party’s responsibility for assessing compliance with the servicing criteria applicable to it, that such party used such servicing criteria to assess compliance with the servicing criteria applicable to it, such party’s assessment of compliance with the servicing criteria applicable to it as of the end of and for the immediately preceding fiscal year of the issuing entity, and that a registered public accounting firm has issued an attestation report on such party’s assessment of compliance with the servicing criteria applicable to it as of the end of and for the immediately preceding fiscal year of the issuing entity.  The servicer also will be obligated to deliver to the indenture trustee an attestation report of a registered public accounting firm for each assessment of compliance described in the immediately preceding sentence.

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In addition, the servicer will be obligated to deliver to the indenture trustee an annual statement of compliance signed by an officer of the servicer stating that a review of the servicer’s activities during the immediately preceding fiscal year of the issuing entity and of its performance under the sale and servicing agreement has been made under such officer’s supervision and that to the best of such officer’s knowledge based on such review, the servicer has fulfilled all of its obligations under the sale and servicing agreement in all material respects throughout the immediately preceding fiscal year of the issuing entity or, if there has been a failure to fulfill any such obligation in any material respect, specifying each such failure known to such officer and the nature and status thereof.

You may obtain copies of these reports and certificates by delivering a request (through DTC) in writing to the indenture trustee at the address set forth in this prospectus.

Servicer Default

A servicer default under the sale and servicing agreement will occur if:

·the servicer fails to make any payment or deposit required under the notes or the sale and servicing agreement and such failure continues for four business days after the date on which a servicing officer discovers such failure or the indenture trustee provides written notice to the servicer;

·the servicer fails to observe or perform in any material respect any covenant or agreement in the sale and servicing agreement which failure shall (i) materially and adversely affect the rights of noteholders and (ii) continue unremedied for a period of 60 days after the date on which written notice of such failure, requiring the same to be remedied, shall have been given (A) to the servicer by the owner trustee or the indenture trustee or (B) to the servicer, and to the indenture trustee by the holders of not less than 25% of the aggregate outstanding principal amount of the notes;

·an involuntary case under any applicable bankruptcy, insolvency or other similar law shall have been commenced against the servicer or the depositor and shall not have been dismissed within 90 days, or a court having jurisdiction in the premises enters a decree or order for relief in respect of the servicer or the depositor in an involuntary case under any applicable bankruptcy, insolvency or other similar law, or appoints a receiver, liquidator, assignee, custodian, trustee or sequestrator (or similar official) of either the servicer or the depositor, or for any substantial liquidation of its affairs;

·the servicer or the depositor commences a voluntary case under any applicable bankruptcy, insolvency or similar law, or consents to the entry of an order for relief in an involuntary case under any such law, or consents to the appointment of or taking possession by a receiver, liquidator, assignee, trustee, custodian or sequestrator (or other similar official) of the servicer or the depositor or for any substantial part of its property or makes any general assignment for the benefit of creditors, or fails to, or admits in writing its inability to, pay its debts as they become due, or takes any corporate action in furtherance of the foregoing; or

·any representation, warranty or statement of the servicer made in the sale and servicing agreement or any certificate, report or other writing delivered pursuant to the sale and servicing agreement shall prove to be incorrect in any material respect as of the time when the same shall have been made and the incorrectness of such representation, warranty or statement has a material adverse effect on the issuing entity and, within 30 days after written notice has been given to the servicer by the indenture trustee, the circumstances or condition in respect of which such representation, warranty or statement was incorrect have not been eliminated or otherwise cured.

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The servicer will be required under the sale and servicing agreement to give the owner trustee and the indenture trustee, the rating agencies hired by the sponsor to rate the notes, and the noteholders notice of a servicer default promptly upon the occurrence of such event.

Rights upon Servicer Default

If a servicer default remains unremedied, the indenture trustee or the holders of more than [50]% of the aggregate outstanding principal amount of the notes of the controlling class may terminate all of the rights and obligations of the servicer under the sale and servicing agreement.  When this happens, the indenture trustee will succeed to all of the responsibilities, duties and liabilities of the servicer under the sale and servicing agreement.  If the indenture trustee is unwilling or unable to act as the successor servicer, the indenture trustee or the holders of more than [50]% of the aggregate outstanding principal amount of the notes of the controlling class may appoint a successor servicer.

Compensation to any successor servicer may not exceed the servicing fee payable to the servicer.  Any successor servicer will not be liable for any acts or omissions of the prior servicer occurring prior to a transfer of the servicer’s servicing and related functions or for any breach by the prior servicer of any of its obligations.  Following the appointment of a successor servicer, the servicer will transfer to the successor servicer all records relating to the contracts and all contract files in the servicer’s possession and will pay the reasonable transition expenses of the successor servicer.

The holders of more than [50]% of the aggregate outstanding principal amount of the notes of the controlling class may waive any servicer default, other than a default in making any required deposits into the collection account.

Following a servicer default and termination of the servicer under the sale and servicing agreement, the indenture trustee will assume all rights and obligations of the outgoing servicer under the lockbox agreements.

Certain Matters Regarding the Servicer

The servicer may not resign from its obligations under the sale and servicing agreement except if its duties are no longer permissible under applicable law.  No resignation will become effective until a successor servicer has assumed the servicer’s obligations and duties under the sale and servicing agreement.  Removal of the servicer is permissible only upon the occurrence of a servicer default as discussed above.

The sale and servicing agreement will provide that neither the servicer nor any of its directors, officers, employees or agents will be under any liability to the issuing entity or to you for taking any action or for refraining from taking any action pursuant to the agreement or for errors in judgment; except that neither the servicer nor any person will be protected against any liability that would otherwise be imposed by reason of willful misfeasance, bad faith or negligence in the performance of the servicer’s duties under the agreement or by reason of reckless disregard of its obligations and duties under that agreement.

In addition, the servicer will not be obligated to appear in, prosecute or defend any legal action that is not incidental to the servicer’s servicing responsibilities under the sale and servicing agreement and that, in its opinion, may cause it to incur any expense or liability.  The servicer may, however, undertake any reasonable action that it may deem necessary or desirable in respect of that agreement, the rights and duties of the parties thereto and the interests of the noteholders under that agreement.  In that event, the legal expenses and costs of that action and any resulting liability will be expenses, costs and liabilities of the servicer, and the servicer will not be entitled to be reimbursed for such expenses costs and liabilities.

Under the circumstances specified in the sale and servicing agreement, any entity into which the servicer may be merged or consolidated, or any entity resulting from any merger or consolidation to which the servicer is a

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party, or any entity succeeding to all or substantially all of the loan servicing business of the servicer will be the successor of the servicer under the sale and servicing agreement.

Statements to Trustees and the Trust

On or prior to each payment date the servicer will provide to the indenture trustee and the owner trustee a statement setting forth with respect to the notes substantially the same information that is required to be provided in the periodic reports to be provided to the noteholders as described under “—Statements to Noteholders” below.

Statements to Noteholders

On or prior to each payment date, the servicer will prepare and provide to the indenture trustee a statement to be delivered to noteholders on that payment date.  Each statement will include the following information:

·the amount of the payment allocable to the principal amount of each class of the notes;

·the amount of the payment allocable to interest on each class of notes;

·[the amount of the distribution allocable to the yield supplement collateral amount;]

·the amount of servicing fees payable to the servicer and fees payable to the owner trustee and the indenture trustee, if any;

·the amount of principal and interest due on that payment date for any class of notes that was not paid during the prior month, and the change in such amounts from the immediately preceding payment date;

·[the interest rate for the interest period relating to such payment date for the floating rate notes;]

·the outstanding principal amount and the note factor for each class of notes after giving effect to all payments allocable to the principal of each class of notes on that date;

·the amount of advances made by the servicer in respect of the contracts for the preceding month and the amount of unreimbursed advances in respect of contracts determined by the servicer to be defaulted contracts during that month;

·the balance of the reserve fund[, risk retention reserve account] [or other credit or liquidity enhancement on that date], after giving effect to changes thereto on that date and the amount of those changes;

·the number and aggregate principal balance of delinquent contracts computed as of the end of the preceding month;

·the number and aggregate principal balance of contracts that became liquidated contracts during the immediately preceding month, the liquidation proceeds (net of liquidation expenses) and the net liquidation losses for such month;

·cumulative and average net loss information as of such payment date;

·the number of contracts and the aggregate principal balance of such contracts, as of the first day of the immediately preceding month and as of the last day of the immediately preceding month;

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·the aggregate principal balance and number of contracts that were repurchased by the depositor with respect to the immediately preceding month, identifying the purchase price for such contracts; and

·such other customary factual information as is available to the servicer as the servicer deems necessary and can reasonably obtain from its existing data base to enable noteholders to prepare their tax returns.

You may obtain copies of the statements by delivering a request in writing (through DTC) addressed to the indenture trustee at its address set forth in this prospectus.

Within the prescribed period of time for tax reporting purposes after the end of each calendar year during the term of issuing entity, the indenture trustee will mail to each person who at any time during that calendar year has been a noteholder with respect to that issuing entity and received any payment a statement containing information for the purposes of that noteholder’s preparation of federal income tax returns. See “Material United States Federal Income Tax Consequences” in this prospectus.

Collections

The servicer will deposit all payments on the contracts (from whatever source) and all proceeds of such contracts collected during each collection period into the collection account.  Unless the servicer has satisfied the conditions described in this prospectus to permit it to retain collections and deposit them on a monthly basis, any payment must be deposited within two business days after processing.  The servicer, acting as agent for the issuing entity pursuant to a lockbox administration agreement, is required to use its best efforts to cause an obligor to make all payments on the contracts to one or more lockbox banks (either directly by remitting payments to a lockbox, or indirectly by making payments through a credit card, direct debit, the telephone or the internet to an account of the servicer from which payments will be subsequently transferred to one or more lockbox banks).

Advances

The servicer will be obligated to advance each month an amount equal to accrued and unpaid interest on any contract which was 30 or more days delinquent at the end of the immediately preceding month, and will be entitled to recoup outstanding advances from prior payment dates by means of a first priority withdrawal from the collection account.  See “Payments to Noteholders—Servicer Advances and Servicer Compensation”

Net Deposits

As an administrative convenience and as long as specified conditions are satisfied, the servicer will be permitted to make the deposit of collections, aggregate advances and payments for purchases of contracts from the [issuing entity][underlying trust] for or with respect to a month net of payments to be made to the servicer with respect to that month.  The servicer may cause to be made a single, net transfer to the collection account. The servicer, however, will account to the owner trustee and you as if all deposits, payments and transfers were made individually.

List of Noteholders

Three or more holders of the notes of any class or one or more holders of those notes of that class evidencing not less than 25% of the aggregate outstanding principal amount of those notes then outstanding may, by written request to the indenture trustee, obtain access to the list of all noteholders maintained by the indenture trustee for the purpose of communicating with other noteholders with respect to their rights under the indenture or under those notes.  The indenture trustee may elect not to afford the requesting noteholders access to the list of noteholders if it agrees to mail the desired communication or proxy, on behalf of and at the expense of the requesting noteholders, to all noteholders.

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The indenture trustee will provide to the servicer, within 15 days after receipt of a written request from the servicer, a list of the names of all noteholders of record as of the most recent applicable record date.

No transfer and servicing agreement will provide for the holding of annual or other meetings of noteholders.

To the extent that all outstanding notes are in book-entry form, the list of noteholders will only show DTC.

Payment of Notes

Upon the payment in full of all outstanding notes issued by the issuing entity and the satisfaction and discharge of the indenture, the owner trustee will succeed to all the rights of the indenture trustee, and the certificateholder[s] will succeed to all the rights of the noteholders, under the sale and servicing agreement, except as otherwise provided in the sale and servicing agreement.

Amendments

The parties may, without your consent, amend any provision in the transfer and servicing agreements (i) to cure any ambiguity, to correct or supplement any provisions of the transfer and servicing agreements which are inconsistent with any other provision in the transfer and servicing agreements or this prospectus, or to add any other provision with respect to matters or questions arising under the transfer and servicing agreements that are not inconsistent with any other provision in the transfer and servicing agreements or this prospectus; and (ii) to add or provide any credit enhancement for any class of notes, [subject to any conditions set forth in this prospectus].  However, the parties may not make any amendment described in clause (i) above unless they obtain an opinion of counsel to the issuing entity or the servicer to the effect that such amendment will not have a material adverse effect on the noteholders.

Any transfer and servicing agreement may also be amended in any respect by the parties with the consent of the holders of more than [50]% of the aggregate outstanding principal amount of the notes of the controlling class, except that no amendment:

·that reduces the amount or changes the timing of any collections on any contracts or payments required to be distributed on any note;

·that changes the interest rate on any note;

·that adversely affects the priority of payment of principal or interest to the noteholders; or

·that reduces the percentage of noteholders required to consent to these amendments or any waiver under the transfer and servicing agreement,

may be effective without the consent of the holder of each note.

Termination

The obligations of the servicer, the depositor, the indenture trustee and the asset representations reviewer pursuant to the sale and servicing agreement or the indenture will terminate upon the earlier to occur of (i) the maturity or other liquidation of the last contract and the disposition of any amounts received upon liquidation of any property remaining in the issuing entity, or (ii) the payment to all noteholders and the certificateholder[s] by the issuing entity of all amounts required to be paid to them pursuant to the indenture and the sale and servicing agreement.  The seller’s representations, warranties and indemnities will survive any termination of the sale and servicing agreement.  Upon termination, amounts in the collection account, if any, will be paid to the certificateholder[s].

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The owner trustee and the indenture trustee will give written notice of termination to each noteholder and certificateholder of record.  The final distribution to you will be made only upon surrender and cancellation of your notes at the office or agency of the owner trustee or the indenture trustee specified in the notice of termination.  Any funds remaining in the issuing entity, after the owner trustee or the indenture trustee has taken certain measures to locate you and such measures have failed, will be distributed to the certificateholder[s].

Administration Agreement

Harley-Davidson Credit Corp., in its capacity as administrator, will enter into an administration agreement with the issuing entity[, the underlying trust] and the indenture trustee pursuant to which the administrator will agree, to the extent provided in the administration agreement, to provide notices and perform other administrative obligations of the issuing entity[, the underlying trust, the underlying trustee,] and the owner trustee under the indenture[, the underlying trust agreement] and the trust agreement.  Except as otherwise provided in the trust agreement[s], the administrator will have no obligation to make any payment required to be made by the issuing entity under the trust agreement [or by the underlying trust under the underlying trust agreement].  The administrator will monitor the performance of the issuing entity[, the underlying trust, the underlying trustee] and the owner trustee and will advise the issuing entity[, the underlying trust, the underlying trustee] and the owner trustee when action is necessary to comply with the issuing entity’s[, the underlying trust’s, the underlying trustee’s] and the owner trustee’s duties and obligations under the trust agreement[s].  The administrator will take all appropriate action that is the duty of the issuing entity[, the underlying trust, the underlying trustee] and the owner trustee to take pursuant to the trust agreement[s].  For its services under the administration agreement the administrator may be entitled to receive a monthly administration fee, which administration fee will be paid by the depositor.

Description of the Trust Agreement

The following summary describes material terms of the trust agreement pursuant to which the issuing entity will be created and certificate[s] will be issued. A form of the trust agreement has been filed as an exhibit to the registration statement of which this prospectus forms a part. This summary does not purport to be complete and is subject to and qualified in its entirety by reference to all the provisions of the trust agreement.

Authority and Duties of the Owner Trustee

The owner trustee will administer the issuing entity in the interest of the certificateholder[s], subject to the lien of the indenture, in accordance with the trust agreement and the other transaction documents. In addition, the owner trustee will cooperate with the administrator in carrying out the administrator’s obligation to qualify and preserve the issuing entity’s qualification to do business in each jurisdiction, if any, in which such qualification is or shall be necessary to protect the validity and enforceability of the indenture, the notes, the contracts and any other instrument and agreement included in the trust estate.  The owner trustee may rely on advice of counsel with respect to such obligation.

The owner trustee will not be required to perform any of the obligations of the issuing entity under the trust agreement or the other transaction documents that are required to be performed by the administrator under the administration agreement. In addition, the owner trustee will have no liability or obligation to perform the obligations of the issuing entity under the transaction documents other than as set forth in the trust agreement.

The owner trustee will not manage, control, use, sell, dispose of or otherwise deal with any part of the issuing entity property except in accordance with (i) the powers granted to and the authority conferred upon the owner trustee pursuant to the trust agreement, (ii) the other transaction documents to which the issuing entity or the owner trustee is a party, and (iii) any document or instruction delivered to the owner trustee pursuant to the trust agreement.

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Restrictions on Actions by the Owner Trustee

The owner trustee will not take any of the following actions:

·the initiation of any claim or lawsuit by the issuing entity (except claims or lawsuits brought in connection with the collection of the contracts) or the compromise of any action, claim or lawsuit brought by or against the issuing entity (except with respect to the claims or lawsuits for collection of the contracts);

·the election by the issuing entity to file an amendment to the certificate of trust (unless such amendment is required to be filed under the Delaware Statutory Trust Act);

·the amendment of the indenture by a supplemental indenture in circumstances where the consent of any noteholder [or swap counterparty] is required;

·the amendment of the indenture by a supplemental indenture in circumstances where the consent of any noteholder [or swap counterparty] is not required and such amendment materially and adversely affects the interest of the certificateholder[s];

·the amendment, change or modification of the administration agreement, except to cure any ambiguity or to amend or supplement any provision in a manner or add any provision that would not materially and adversely affect the interests of the certificateholder[s]; or

·the appointment pursuant to the indenture of a successor note registrar or indenture trustee or pursuant to the trust agreement of a successor certificate registrar, or the consent to the assignment by the note registrar, indenture trustee or certificate registrar of its obligations under the indenture or the trust agreement, as applicable;

unless, (i) the owner trustee gives to the certificateholder[s] at least 30 days’ notice in writing of the proposed action and [the certificateholder does][at least [  ]% of the certificateholders do] not respond in writing during the 30-day period to withhold [its][their] consent or give alternative direction, and (ii) if any notes are outstanding, the indenture trustee consents to such action.

In addition, the owner trustee, for the benefit of the certificateholder[s], will establish and maintain (or will cause to be established and maintained) in the name of the issuing entity an eligible account (the “certificate distribution account”), bearing a designation clearly indicating that the funds deposited therein are held for the benefit of the certificateholder[s].  The issuing entity will possess all right, title and interest in funds on deposit from time to time in the certificate distribution account and in the proceeds thereof.  The certificate distribution account will be under the sole dominion and control of the owner trustee for the benefit of the certificateholder[s].

The owner trustee will not have the power, except upon the direction of the certificateholder[s], to

·remove the administrator pursuant to the administration agreement;

·appoint a successor administrator pursuant to the administration agreement;

·except as expressly provided in the transaction documents, sell [or cause the underlying trust to sell] the contracts or other trust assets after the termination of the indenture;

·initiate any claim, suit or proceeding by the issuing entity or compromise any claim, suit or proceeding brought by or against the issuing entity;

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·authorize the merger or consolidation of the issuing entity with or into any other statutory trust or entity (other than in accordance with the indenture); or

·amend the certificate of trust.

The owner trustee will take the actions referred to above only upon written instructions signed by the certificateholder[s].

The owner trustee will not have the power to commence a voluntary proceeding in a bankruptcy relating to the issuing entity without the prior approval of [the certificateholder][at least [  ]% of the certificateholders] and receipt from [the certificateholder][such certificateholders] of a certificate certifying that [the certificateholder][such certificateholders] reasonably believe[s] that the issuing entity is insolvent.

Restrictions on Powers of the Certificateholder[s]

The certificateholder[s] will not direct the owner trustee, and the owner trustee will not be obligated to follow any direction from the certificateholder[s], to take or to refrain from taking any action if such action or inaction would be contrary to any obligation of the issuing entity or the owner trustee under the trust agreement or any of the transaction documents or would be contrary to the purpose of the issuing entity as set forth in the trust agreement.

Termination

The trust agreement and the issuing entity will terminate and be of no further force or effect upon the earlier of:

·the maturity or other liquidation of the last contract and the disposition of any amounts received upon liquidation of any property remaining in the issuing entity; and

·final distribution by the owner trustee of all moneys or other property or proceeds of the trust estate in accordance with the terms of the indenture, the sale and servicing agreement and the trust agreement.

The bankruptcy, liquidation, dissolution, death or incapacity of any certificateholder will not:

·operate to terminate the trust agreement or the issuing entity;

·entitle such certificateholder’s legal representatives or heirs to claim an accounting or to take any action or proceeding in any court for a partition or winding up of all or any part of the issuing entity or trust estate; or

·otherwise affect the rights, obligations and liabilities of the parties to the trust agreement.

Supplements and Amendments

The trust agreement may be amended by the depositor and the owner trustee, without the consent of any of the noteholders, [any swap counterparty] or [any of] the certificateholder[s], to cure any ambiguity, to correct or supplement any provisions in the trust agreement or to add any other provisions with respect to matters or questions

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arising under the trust agreement that will not be inconsistent with the provisions of the trust agreement; provided, however, that any such action will not, as evidenced by an opinion of counsel, adversely affect in any material respect the interests of any noteholder, [any swap counterparty] or [any of] the certificateholder[s].

The trust agreement may also be amended from time to time by the depositor and the owner trustee, with the consent of the certificateholder[s owning not less than a majority of the certificate interests], for the purpose of adding any provisions to or changing in any manner or eliminating any of the provisions of the trust agreement, or of modifying in any manner the rights of the noteholders, [any swap counterparty] or [any of] the certificateholder[s].  No such amendment will:

·increase or reduce in any manner the amount of, or accelerate or delay the timing of, collections of payments on contracts or distributions that shall be required to be made for the benefit of the noteholders, [any swap counterparty] or [any of] the certificateholder[s]; or

·eliminate the requirement for [certificateholder’s] [certificateholders’] consent or reduce the percentage of the outstanding amount of the certificates required to consent to any such amendment (as set forth in the trust agreement), without the consent of the holders of all outstanding notes and certificates affected thereby.

Prior to the execution of any such amendment or consent, the depositor will furnish written notification of the substance of such amendment or consent, together with a copy thereof, to the indenture trustee, the administrator and each rating agency hired by the sponsor to provide a rating of the notes.

Promptly after the execution of any amendment to the certificate of trust, the owner trustee will file, or cause the filing of, such amendment with the Delaware secretary of state.

Prior to the execution of any amendment to the trust agreement or the certificate of trust, the owner trustee will be entitled to receive and rely upon an opinion of counsel stating that the execution of such amendment is authorized or permitted by the trust agreement.  The owner trustee may, but will not be obligated to, enter into any amendment that affects the owner trustee’s own rights, duties or immunities under the trust agreement or otherwise.

[The following section titled “Description of the Underlying Trust Agreement” will be included when an underlying trust is utilized in connection with an issuance.]

[Description of the Underlying Trust Agreement]

The following summary describes material terms of the trust agreement pursuant to which the underlying trust will be created and the underlying certificate will be issued. A form of the underlying trust agreement has been filed as an exhibit to the registration statement of which this prospectus forms a part. This summary does not purport to be complete and is subject to and qualified in its entirety by reference to all the provisions of the trust agreement.

[Authority and Duties of the Underlying Trustee]

[The underlying trustee will administer the underlying trust in the interest of the certificateholders in accordance with the underlying trust agreement and the other transaction documents. In addition, the underlying trustee will cooperate with the administrator in carrying out the administrator’s obligation to qualify and preserve the underlying trust’s qualification to do business in each jurisdiction, if any, in which such qualification is or shall be necessary to protect the validity and enforceability of the contracts and any other instrument and agreement

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included in the underlying trust estate.  The underlying trustee may rely on advice of counsel with respect to such obligation.

The underlying trustee will not be required to perform any of the obligations of the underlying trust under the underlying trust agreement or the other transaction documents that are required to be performed by the administrator under the administration agreement. In addition, the owner trustee will have no liability or obligation to perform the obligations of the underlying trust under the transaction documents other than as set forth in the underlying trust agreement.

The underlying trustee will not manage, control, use, sell, dispose of or otherwise deal with any part of the underlying trust property except in accordance with (i) the powers granted to and the authority conferred upon the underlying trustee pursuant to the underlying trust agreement, (ii) the other transaction documents to which the underlying trust or the underlying trustee is a party, and (iii) any document or instruction delivered to that underlying trustee pursuant to the underlying agreement.

Restrictions on Actions by the Underlying Trustee

The underlying trustee will not take any of the following actions:

·the initiation of any claim or lawsuit by the underlying trust (except claims or lawsuits brought in connection with the collection of the contracts) or the compromise of any action, claim or lawsuit brought by or against the underlying trust (except with respect to the claims or lawsuits for collection of the contracts);

·the election by the underlying trust to file an amendment to the certificate of trust (unless such amendment is required to be filed under the Delaware Statutory Trust Act);

·[the amendment of the indenture by a supplemental indenture in circumstances where the consent of any noteholder or swap counterparty is required;

·the amendment of the indenture by a supplemental indenture in circumstances where the consent of any noteholder or swap counterparty is not required and such amendment materially and adversely affects the interest of the certificateholders;

·the amendment, change or modification of the administration agreement, except to cure any ambiguity or to amend or supplement any provision in a manner or add any provision that would not materially and adversely affect the interests of the certificateholders; or]

·the appointment pursuant to the underlying trust agreement of a successor certificate registrar, or the consent to the assignment by certificate registrar of its obligations under the underlying trust agreement;

unless, (i) the underlying trustee gives to the certificateholders at least 30 days’ notice in writing of the proposed action and the certificateholders do not respond in writing during the 30-day period to withhold its consent or give alternative direction, and (ii) if any notes are outstanding, the indenture trustee consents to such action.

[In addition, the underlying trustee, for the benefit of the certificateholders, will establish and maintain (or will cause to be established and maintained) in the name of the trust an eligible account (the “certificate distribution account”), bearing a designation clearly indicating that the funds deposited therein are held for the benefit of the certificateholders.  The underlying trust will possess all right, title and interest in funds on deposit from time to time in the certificate distribution account and in the proceeds thereof.  The certificate distribution account will be under the sole dominion and control of the underlying trustee for the benefit of the certificateholders.  ]

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The underlying trustee will not have the power, except upon the direction of the certificateholders, to

·remove the administrator pursuant to administration agreement;

·appoint a successor administrator pursuant to the administration agreement;

·except as expressly provided in the transaction documents, sell the contracts or other underlying trust assets after the termination of the indenture;

·initiate any claim, suit or proceeding by the underlying trust or compromise any claim, suit or proceeding brought by or against the underlying trust;

·authorize the merger or consolidation of the underlying trust with or into any other statutory trust or entity (other than in accordance with the indenture); or

·amend the certificate of trust.

The underlying trustee will take the actions referred to above only upon written instructions signed by the certificateholders.

The underlying trustee will not have the power to commence a voluntary proceeding in a bankruptcy relating to the underlying trust without the prior approval of the certificateholders and receipt from the certificateholders of a certificate certifying that the certificateholder reasonably believes that the underlying trust is insolvent.

Restrictions on Certificateholders’ Powers

The certificateholders will not direct the underlying trustee, and the underlying trustee will not be obligated to follow any direction from the certificateholders, to take or to refrain from taking any action if such action or inaction would be contrary to any obligation of the underlying trust or the underlying trustee under the underlying trust agreement or any of the transaction documents or would be contrary to the purpose of the underlying trust as set forth in the underlying trust agreement.

Termination

The underlying trust agreement and the underlying trust will terminate and be of no further force or effect upon the earlier of:

·the maturity or other liquidation of the last contract and the disposition of any amounts received upon liquidation of any property remaining in the underlying trust; and

·final distribution by the underlying trustee of all moneys or other property or proceeds of the underlying trust estate in accordance with the terms of the underlying trust agreement.

The bankruptcy, liquidation, or dissolution of the issuing entity will not:

·operate to terminate the underlying trust agreement or the underlying trust;

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·entitle the issuing entity’s legal representatives to claim an accounting or to take any action or proceeding in any court for a partition or winding up of all or any part of the underlying trust or underlying trust estate; or

·otherwise affect the rights, obligations and liabilities of the parties to the underlying trust agreement.

Supplements and Amendments

The underlying trust agreement may be amended by the depositor and the underlying trustee, without the consent of any of the noteholders, [any swap counterparty], or any certificateholder, to cure any ambiguity, to correct or supplement any provisions in the trust agreement or to add any other provisions with respect to matters or questions arising under the underlying trust agreement that will not be inconsistent with the provisions of the underlying trust agreement; provided, however, that any such action will not, as evidenced by an opinion of counsel, adversely affect in any material respect the interests of any noteholder, [any swap counterparty,] or any certificateholder.

The underlying trust agreement may also be amended from time to time by the depositor and the underlying trustee, with the consent of the certificateholders evidencing not less than a majority of the certificate interests, for the purpose of adding any provisions to or changing in any manner or eliminating any of the provisions of the trust agreement, or of modifying in any manner the rights of the issuing entity or any certificateholder.  No such amendment will:

·increase or reduce in any manner the amount of, or accelerate or delay the timing of, collections of payments on contracts or distributions that shall be required to be made for the benefit of the noteholders, any swap counterparty or any certificateholder; or

·eliminate the requirement for the certificateholders’ consent or reduce the percentage of the outstanding amount of the certificates required to consent to any such amendment (as set forth in the underlying trust agreement), without the consent of the holders of all outstanding certificates affected thereby.

Prior to the execution of any such amendment or consent, the administrator will furnish written notification of the substance of such amendment or consent, together with a copy thereof, to the indenture trustee and each rating agency hired by the sponsor to provide a rating of the notes.

Promptly after the execution of any amendment to the certificate of trust, the underlying trustee will file, or cause the filing of, such amendment with the Delaware secretary of state.

Prior to the execution of any amendment to the underlying trust agreement or the certificate of trust, the underlying trustee will be entitled to receive and rely upon an opinion of counsel stating that the execution of such amendment is authorized or permitted by the underlying trust agreement.  The underlying trustee may, but will not be obligated to, enter into any amendment that affects the underlying trustee’s own rights, duties or immunities under the underlying trust agreement or otherwise.]

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Legal Aspects of the Contracts

General

The transfer of the contracts to the [issuing entity][underlying trust], the perfection of the security interests in the contracts and the enforcement of rights to realize on the motorcycles as collateral for the contracts are subject to a number of federal and state laws.  Uniform Commercial Code (“UCC”) financing statements will be filed in the applicable jurisdictions reflecting the transfers and pledge of the contracts and the security interests in the motorcycles and the related property by the seller to the depositor, by the depositor to the [issuing entity, and by the issuing entity to the indenture trustee][underlying trust].  A person could acquire an interest in a contract that is superior to that of the depositor, the [issuing entity or the indenture trustee][underlying trust] because the servicer (or a third-party service provider acting on behalf of the servicer) will retain possession of the contracts and the contracts will not be stamped or otherwise marked to indicate that the contracts have been transferred to the depositor, the [issuing entity or the indenture trustee][underlying trust].  If a person purchases contracts, or takes a security interest therein, for value in the ordinary course of its business and obtains possession of the contracts that are in tangible form, or if a person obtains “control” of the authoritative copy of contracts in electronic form, without actual knowledge of the depositor’s, [the issuing entity’s or the indenture trustee’s][the underlying trust’s] interest, that person will acquire an interest in the contracts superior to the interest of the depositor, the [issuing entity or the indenture trustee][underlying trust].

Security Interests

General

In jurisdictions in which the contracts evidence the credit sale of new and used motorcycles by motorcycle dealers to obligors, the contracts also constitute personal property security agreements.  Such contracts, and the promissory notes and security agreements originated by Eaglemark Savings Bank, include grants of security interests in the motorcycles under the applicable UCC.

Perfection

A security interest in a financed motorcycle is governed by the laws of the state under whose certificate of title the financed motorcycle is covered.  A security interest in a motor vehicle is perfected by obtaining possession of the certificate of title to the motor vehicle or by notation of the secured party’s lien on the motor vehicle’s certificate of title.

All contracts acquired by the seller from the originators will name the seller as obligee or assignee and as the secured party.  The seller will also take all actions necessary under the laws of the state under whose certificate of title the related financed motorcycle is covered to perfect its security interest in that financed motorcycle, including, where applicable, having a notation of its lien recorded on the related certificate of title, obtaining possession of that certificate of title and/or filing financing statements.  Because Harley-Davidson Credit Corp. will continue to service the contracts as servicer under the sale and servicing agreement, the obligors on the contracts will not be notified of the sale from the seller to the depositor or the sale from the depositor to the [issuing entity or the pledge by the issuing entity to the indenture trustee][underlying trust].

The seller will sell and assign its security interest in the financed motorcycles to the depositor, the depositor will assign its security interest in the financed motorcycles to the [issuing entity, and the issuing entity will assign its security interest in the financed motorcycles to the indenture trustee][underlying trust].  Generally, Eaglemark Savings Bank and/or its assigns will be named as lienholder on the certificate of title for each financed motorcycle.  Because of the administrative burden and expense, none of the seller, the depositor or the [issuing entity][underlying trust] will amend any certificate of title to identify the [issuing entity or indenture trustee][underlying trust] as the new secured party on that certificate of title relating to a financed motorcycle.

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UCC financing statements with respect to the transfer to the depositor of the seller’s security interest in the financed motorcycles and the transfer to the [issuing entity][underlying trust] of the depositor’s security interest in the financed motorcycles [and the transfer to the indenture trustee of the issuing entity’s security interest in the financed motorcycles] will be filed.  In addition, the servicer (or a third-party service provider on behalf of the servicer) will continue to hold any certificates of title relating to the financed motorcycles in its possession as custodian for the [issuing entity and the indenture trustee][underlying trust].  See “Description of the Transfer and Servicing Agreements” in this prospectus.

In most states, an assignment is an effective conveyance of a security interest without amendment of any lien noted on a financed motorcycle’s certificate of title.  Although re-registration of the financed motorcycle is not necessary to convey a perfected security interest in the financed motorcycles to the [issuing entity or the indenture trustee][underlying trust], because [neither the issuing entity nor the indenture trustee will be][the underlying trust will not be] listed as lienholder on the certificates of title or any financing statements, the security interest of the [issuing entity or the indenture trustee][underlying trust] in the motorcycle could be defeated through fraud, forgery, negligence or error.  In the absence of fraud or forgery by the motorcycle owner or the servicer or administrative error by state or local agencies or the servicer, the notation of Eaglemark Savings Bank’s lien on the certificates of title will be sufficient to protect [the issuing entity and the indenture trustee][the underlying trust] against the rights of subsequent purchasers of a financed motorcycle or subsequent lenders who take a security interest in a financed motorcycle.  The seller and depositor will each represent and warrant that the seller has a perfected security interest in each financed motorcycle.  If there are any financed motorcycles as to which the seller failed to obtain a perfected security interest, the security interest of the [issuing entity and the indenture trustee][underlying trust] would be subordinate to, among others, subsequent purchasers of the financed motorcycles and holders of perfected security interests in the financed motorcycles. However, such a failure would constitute a breach of the warranties of the seller and the depositor, and if such failure has a material and adverse effect on the [issuing entity’s][underlying trust’s] interest in the related contract, the depositor would be required to repurchase the related contract from the [issuing entity][underlying trust] and the seller would be required to repurchase that contract from the depositor, unless the breach was cured.  The depositor will assign to the [issuing entity][underlying trust] its rights to cause the seller to repurchase that contract under the related transfer and sale agreement [and the issuing entity will pledge those rights, as well as its rights to cause the depositor to repurchase that contract under the related sale and servicing agreement, to the indenture trustee].  See “Description of the Transfer and Servicing Agreements” and “Risk Factors—Interests of other persons in the contracts or the financed motorcycles could reduce the funds available to make payments on your notes” in this prospectus.

As mentioned above, the requirements for the creation, perfection, transfer and release of liens in financed vehicles are generally governed by state law, and these requirements vary on a state-by-state basis. Failure to comply with these detailed requirements could result in the release of the lien on the motorcycle or other adverse consequences. Some states permit the release of a lien on a vehicle upon the presentation by the dealer, obligor or persons other than the servicer to the applicable state registrar of liens of various forms of evidence that the debt secured by the lien has been paid in full. For example, New York law provides that a dealer who receives a vehicle for resale and satisfies any security interest in such vehicle, but has not received a release of the security interest for such vehicle, may apply to the commissioner of motor vehicles for a certificate of title free of liens, upon the submission of proof that the security interest in such vehicle has been satisfied. The law authorizes the commissioner to release a lien on a vehicle to a dealer without the confirmation or involvement of the lienholder. Because the lien on a motorcycle may be released without confirmation from the lienholder that the lien and security interest have actually been satisfied, it is possible that the lien on a motorcycle in New York may be released by a dealer through negligence, mistake, fraud, inadvertence or similar circumstances.

Continuity of Perfection

Under the laws of most states, the perfected security interest in a vehicle would continue for four months after the motor vehicle is moved to a state that is different from the one in which it is initially registered and thereafter until the owner re-registers the motor vehicle in the new state. A majority of states generally require

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surrender of a certificate of title to re-register a motor vehicle. In those states, such as California, that require a secured party to hold possession of the certificate of title to maintain perfection, the secured party would learn of the re-registration through the request from the obligor under the related contract to surrender possession of the certificate of title. In the case of motor vehicles registered in states, such as Minnesota and Missouri, providing for the notation of a lien on the certificate of title but not possession by the secured party, the secured party would receive notice of surrender from the state of re-registration if the security interest is noted on the certificate of title. Thus, the secured party would have the opportunity to re-perfect its security interest in the vehicle in the state of relocation. However, these procedural safeguards will not protect the secured party if through fraud, forgery or administrative error, the obligor somehow procures a new certificate of title that does not list the secured party’s lien. In the ordinary course of servicing the contracts, the servicer will take steps to effect re-perfection upon receipt of notice of re-registration or information from the obligor as to relocation. Similarly, when an obligor sells a financed motorcycle, the servicer must surrender possession of the certificate of title or will receive notice as a result of its lien noted on the certificate of title and accordingly will have an opportunity to require satisfaction of the related contract before release of the lien.  The servicer will be obligated to take appropriate steps, at the servicer’s expense, to maintain perfection of security interests in the financed motorcycles and will be obligated to purchase the related contract if it fails to do so.

Priority of Liens Arising by Operation of Law

Under the laws of most states, liens for repairs performed on a motor vehicle and liens for unpaid taxes take priority over even a perfected security interest in a financed motorcycle. The Internal Revenue Code also grants priority to specified federal tax liens over the lien of a secured party. The laws of some states and federal law permit the confiscation by governmental authorities of motor vehicles used in unlawful activities under some circumstances, which may result in the loss of a secured party’s perfected security interest in the confiscated vehicle. The seller will represent and warrant to the depositor and the depositor will represent and warrant to the [issuing entity][underlying trust] that, to its knowledge, as of the related closing date, each security interest in a financed motorcycle is prior to all other present liens upon and security interests in that financed motorcycle.  However, liens for repairs or taxes could arise, or the confiscation of a financed motorcycle could occur, at any time during the term of a contract. No notice will be given to the owner trustee, the indenture trustee or you if a lien arises or confiscation occurs that would not give rise to the depositor’s or seller’s obligation to repurchase such contract.

Repossession

In the event of default by an obligor, the holder of the related contract has all the remedies of a secured party under the UCC, except where specifically limited by other state laws. Among the UCC remedies, the secured party has the right to perform repossession by self-help means, unless it would constitute a breach of the peace or is otherwise limited by applicable state law.  Unless a motorcycle financed by the seller is voluntarily surrendered, self-help repossession is the primary method employed by the servicer in most states and is accomplished simply by retaking possession of the financed motorcycle, either directly or through a repossession agent.  In cases where an obligor objects or raises a defense to repossession, if otherwise required by applicable state law, or if the servicer determines that a court order is advisable, a court order may be obtained from the appropriate state court, and the motorcycle will be recovered in accordance with that order.  In some jurisdictions, the secured party is required to notify the obligor of the default and the intent to repossess the collateral and to give that obligor a time period within which to cure the default prior to repossession. In some states, an obligor has the right to reinstate its contract and recover the collateral by paying the delinquent installments or other amounts due.

Notice of Sale; Redemption Rights

The UCC and other state laws require the secured party to provide an obligor with reasonable notice of the date, time and place of any public sale and/or the date after which any private sale of the collateral may be held. In most states, an obligor has the right to redeem the collateral prior to actual sale by paying the secured party the unpaid principal balance of the obligation, accrued interest on the obligation plus reasonable expenses for

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repossessing, holding and preparing the collateral for disposition and arranging for its sale, plus, in some jurisdictions, reasonable attorneys’ fees. In some states, an obligor has the right to redeem the collateral prior to actual sale by payment of delinquent installments or the unpaid balance.

Deficiency Judgments and Excess Proceeds

The proceeds of resale of the motorcycle generally will be applied first to the expenses of resale and repossession and then to the satisfaction of the indebtedness. While some states impose prohibitions or limitations on deficiency judgments if the net proceeds from resale do not cover the full amount of the indebtedness, a deficiency judgment can be sought in those states that do not prohibit or limit those judgments. In addition to the notice requirement described above, the UCC requires that every aspect of the sale or other disposition, including the method, manner, time, place and terms, be “commercially reasonable.” Generally, courts have held that when a sale is not “commercially reasonable”, the secured party loses its right to a deficiency judgment. However, the deficiency judgment would be a personal judgment against the obligor for the shortfall, and a defaulting obligor often may be expected to have very little capital or sources of income available following repossession. Therefore, in many cases, it may not be useful to seek a deficiency judgment or, if one is obtained, it may be settled at a significant discount or be uncollectible. In addition, the UCC permits the obligor or other interested party to recover for any loss caused by noncompliance with the provisions of the UCC. Also, prior to a sale, the UCC permits the obligor or other interested person to prohibit the secured party from disposing of the collateral if it is established that the secured party is not proceeding in accordance with the “default” provisions under the UCC.

If there is a surplus of funds after resale of a repossessed motorcycle and payment of all expenses and indebtedness, the UCC requires the creditor to remit the surplus to any holder of a subordinate lien with respect to that motorcycle or, if no lienholder exists, to remit the surplus to the obligor.

Certain Bankruptcy Considerations

The depositor has taken steps that are intended to make it unlikely that the voluntary or involuntary application for relief by the seller under the United States Bankruptcy Code or similar applicable state laws will result in consolidation of the assets and liabilities of the depositor with those of the seller. These steps include the creation of the depositor as a wholly-owned, limited purpose subsidiary pursuant to articles of incorporation and bylaws containing restrictions on the nature of the depositor’s business and on its ability to commence a voluntary case or proceeding under any insolvency law without the unanimous affirmative vote of all of its directors. In addition, to the extent that the seller granted a security interest in the contracts to the depositor, and that interest was validly perfected before the bankruptcy or insolvency of the seller and was not taken or granted in contemplation of insolvency or with the intent to hinder, delay or defraud the seller or its creditors, that security interest should not be subject to avoidance, and payments to the [issuing entity][underlying trust] with respect to the contracts should not be subject to recovery by a creditor or trustee in bankruptcy of the seller.

However, delays in payments on the notes and possible reductions in the amount of those payments could occur if:

·a court were to conclude that the assets and liabilities of the depositor should be consolidated with those of the seller in the event of the application of applicable insolvency laws to the seller;

·a filing were made under any insolvency law by or against the depositor; or

·an attempt were to be made to litigate any of the foregoing issues.

On each closing date, Foley & Lardner LLP will give an opinion to the effect that, based on a reasoned analysis of analogous case law, although there is no precedent based on directly similar facts, and, subject to facts, assumptions and qualifications specified in the opinion and applying the principles set forth in the opinion, in the event of a voluntary or involuntary bankruptcy case in respect of the seller under Title 11 of the United States

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Bankruptcy Code at a time when the seller was insolvent, the property of the depositor would not properly be substantively consolidated with the assets of the seller. Among other things, that opinion will assume that each of the depositor and the seller will follow specified procedures in the conduct of its affairs, including maintaining records and books of account separate from those of the other, refraining from commingling its assets with those of the other, and refraining from holding itself out as having agreed to pay, or being liable for, the debts of the other. The depositor and the seller intend to follow these and other procedures related to maintaining their separate identities. However, there can be no assurance that a court would not conclude that the assets and liabilities of the depositor should be consolidated with those of the seller.

The seller will represent and warrant that the sale of the related contracts to the depositor is a valid sale. Notwithstanding the foregoing, if the seller were to become a debtor in a bankruptcy case, a court could conclude that the sale of contracts to the depositor should instead be treated as a pledge of those contracts to secure a borrowing of the seller. If a court were to reach such a conclusion, or if a filing were made under any insolvency law by or against the depositor, or if an attempt were made to litigate any of the foregoing issues, delays and possible reduction in payments on the notes could occur. In addition, if the transfer of contracts to the depositor is treated as a pledge instead of a sale, a tax or government lien on the property of the seller arising before the transfer of a contract to the depositor may have priority over the depositor’s interest in that contract.

The seller and the depositor will treat the transactions described in this prospectus as sales of the contracts to the depositor, so that the automatic stay provisions of the United States Bankruptcy Code should not apply to the contracts if the seller were to become a debtor in a bankruptcy case.

Furthermore, if a motorcycle dealer or the seller became a debtor in a bankruptcy case, creditors of that party, or that party acting as debtor-in-possession, may assert that the transfer of the contracts was ineffective to remove the contracts from that party’s estate.  In that case, the distribution of payments on the contracts to the [issuing entity][underlying trust] might be subject to the automatic stay provisions of the United States Bankruptcy Code.  This would delay the distribution of those payments to you for an uncertain period of time.  Furthermore, reductions in payments under the contracts to the [issuing entity][underlying trust] may result if the bankruptcy court ruled in favor of the creditors or the debtor-in-possession.  In either case, you may experience delays or reductions in distributions or payments to you.  In addition, a bankruptcy trustee would have the power to sell the contracts if the proceeds of the sale could satisfy the amount of the debt deemed owed by the motorcycle dealer or the seller, as the case may be.  The bankruptcy trustee could also substitute other collateral in lieu of the contracts to secure the debt.  Additionally, the bankruptcy court could adjust the debt if the motorcycle dealer or the seller were to file for reorganization under Chapter 11 of the United States Bankruptcy Code.  Any of these actions could result in losses or delays in payments on your notes.  Each of the motorcycle dealers and the seller will represent and warrant that the conveyance of the contracts by it is in each case a valid sale and transfer of the contracts.

Also, cash collections on the contracts may be commingled with general funds of the servicer and, in the event of a bankruptcy of the servicer, a court may conclude that the [issuing entity][underlying trust] does not have a perfected security interest in those collections.

Bank Insolvency

Eaglemark Savings Bank is organized as a Nevada thrift and is regulated and supervised by the Department of Business and Industry Financial Institutions Division, which is authorized to appoint the FDIC as a conservator or receiver for Eaglemark Savings Bank if specified events occur relating to Eaglemark Savings Bank’s financial condition or the propriety of its actions.  In addition, the FDIC could appoint itself as conservator or receiver for Eaglemark Savings Bank.

If Eaglemark Savings Bank becomes insolvent, is in an unsound condition, violates its bylaws or regulations or engages in similar activity, the FDIC could be appointed as conservator or receiver for Eaglemark Savings Bank. In a receivership or conservatorship of Eaglemark Savings Bank, the FDIC as receiver or conservator could, among other things, repudiate the transfer of contracts to Harley-Davidson Credit Corp.  The

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FDIC has issued regulations that limit the FDIC’s potential use of its repudiation powers  in the context of securitization transactions, so long as certain conditions are satisfied.  Sales of contracts pursuant to the bank sale and participation agreement are effected on a daily basis in the ordinary course of business of Eaglemark Savings Bank.  Eaglemark Savings Bank sells all of its right, title and interest in each contract to Harley-Davidson Credit Corp. Both Eaglemark Savings Bank and Harley-Davidson Credit Corp. treat each transfer of a contract as an absolute sale to Harley-Davidson Credit Corp., without recourse, and each transfer is accounted for as a “sale” under GAAP.  Harley-Davidson Credit Corp., as seller, will determine which contracts are to be included in the securitization transactions contemplated by the offerings of the notes.  Since Harley-Davidson Credit Corp. is not itself an FDIC-insured bank, the transfers will not be structured to fall under any of the FDIC regulations or safe harbors.

If the FDIC were to take the position that the FDIC regulations, or other statutory or regulatory requirements applicable to the transactions, were not satisfied or otherwise applied to the transfers of the contracts from Eaglemark Savings Bank to the seller, the FDIC as conservator or receiver might attempt to repudiate or disaffirm the bank sale and participation agreement and limit claims of the [issuing entity][underlying trust] for such repudiation  to “actual direct compensatory damages.”  In addition, the [issuing entity][underlying trust] could be stayed from enforcing its security interest or exercising any control over the contracts without the consent of the FDIC for a period of 45 days (in the case of a conservatorship) or 90 days (in the case of a receivership),  and the FDIC may require the [issuing entity][underlying trust] to go through the administrative claims procedure established by the FDIC in order to establish its rights to payments on the contracts.

Applicable law does not define “actual direct compensatory damages.”  However, these damages do not include damages for lost profits or opportunity, and no damages would be paid for the period after the date of the appointment of the FDIC as conservator or receiver. The FDIC could delay its decision whether to recognize Eaglemark Savings Bank’s transfer of the contracts  for a reasonable period following its appointment as conservator or receiver.  Additionally, the [issuing entity][underlying trust] could be limited to seeking recovery based upon the obligation of the seller to repurchase contracts for which it did not have good and marketable title.  Any of these actions could result in losses or delays in payments on your notes.

Dodd-Frank Act Orderly Liquidation Authority Provisions

The Dodd-Frank Wall Street Reform and Consumer Protection Act of 2010 (the “Dodd-Frank Act”) significantly affects the financial services industry.  The Dodd-Frank Act gives the FDIC authority to act as receiver of certain financial companies and their affiliates in specific situations under the Dodd-Frank Act’s orderly liquidation authority (“OLA”) provisions if the Secretary of the Treasury (in consultation with the President of the United States) determines that:

·the company is in default or in danger of default;

·the failure of the company and its resolution under the U.S. federal bankruptcy laws would have serious adverse effects on financial stability in the United States;

·no viable private sector alternative is available to prevent the default of the company; and

·an OLA proceeding would mitigate these effects.

No assurances can be given that OLA would not apply to HDCC or its affiliates, including the depositor and the [issuing entity][underlying trust].

If the FDIC were appointed receiver of HDCC or its affiliates, the FDIC would, among other powers, have the power to repudiate any contract to which the entity in receivership was a party, and might seek to use such power to recover any receivables transferred under any such contract, if the FDIC determined that performance of the contract was burdensome and that repudiation would promote the orderly administration of such entity’s affairs.

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The FDIC’s repudiation power also extends to continuing obligations of any such entity, including, as applicable, the entity’s obligation to repurchase receivables for breaches of representation or warranty as well as its obligation to service the receivables. Based on a January 2011 advisory opinion issued by the then-acting general counsel of the FDIC, the FDIC will not seek to exercise its authority to repudiate contracts to recover receivables transferred by an entity in receivership under a contract prior to the end of a transition period, provided that such transfer satisfies the conditions for exclusion of such assets from the property of the estate of such entity under the U.S. Bankruptcy Code.  Although counsel for HDCC will deliver an opinion to HDCC to the effect that the receivables transferred to the depositor would not be property of the estate of HDCC in a proceeding under the U.S. Bankruptcy Code, there is no assurance that the FDIC would agree with such opinion.  The FDIC advisory opinion states that it does not bind the FDIC or its Board of Directors and may be modified or withdrawn in the future.

If the [issuing entity][underlying trust] were to become subject to OLA, the FDIC could seek to repudiate the notes. If it did so, the noteholders would have a claim in the receivership for their “actual direct compensatory damages” for no less than the principal amount of the notes plus interest accrued to the date the FDIC was appointed receiver and, if the value of the collateral securing the notes exceeds such amount, the noteholders would have a claim for interest accrued after the appointment at least through the date of repudiation (although the allowed claim may be for less than the contract rate of interest). Noteholders would be stayed from accelerating the notes or exercising any other rights or remedies for a period of 90 days after a receiver was appointed and might have to present and prove their claims in the receivership, which could further delay the exercise of such rights.

The above-described provisions, and other provisions of OLA and the FDIC’s regulations thereunder (including regulations relating to OLA which the FDIC may adopt in the future), could result in delays in payments on the notes or in reductions of amounts available to make payments on the notes.

If HDCC or its affiliates were to become subject to OLA, there is an interpretation under OLA that previous transfers of receivables by HDCC perfected for purposes of state law and the U.S. Bankruptcy Code could nevertheless be avoided as preferential transfers. Based on FDIC regulations adopted in 2011, the transfer of the receivables by HDCC perfected by the filing of a UCC financing statement as required by the applicable transaction documents should not be avoidable by the FDIC as a preferential transfer under OLA.

Consumer Protection Laws

Numerous federal and state consumer protection laws and related regulations impose substantial requirements upon lenders and servicers involved in consumer finance. These laws include the Truth-in-Lending Act, the Equal Credit Opportunity Act, the Federal Trade Commission Act, the Fair Credit Reporting Act, the Fair Debt Collection Practices Act, the Magnuson-Moss Warranty Act, the Federal Reserve Board’s Regulations B and Z, the Servicemembers Civil Relief Act, the Texas Consumer Credit Code, the Telemarketing and Consumer Fraud and Abuse Prevention Act, state adaptations of the National Consumer Act and of the Uniform Consumer Credit Code, state unfair or deceptive practices acts, state motor vehicle retail installment sales acts and other similar laws.  In addition, the Dodd-Frank Act has created and is anticipated to continue to create restrictive rules and enforcement frameworks with respect to consumer finance businesses.  Regulations implementing this legislation are expected to impose additional requirements on Eaglemark Savings Bank and HDCC.  Also, state laws impose finance charge ceilings and other restrictions on consumer transactions and require contract disclosures in addition to those required under federal law. These requirements impose specific statutory liabilities upon creditors who fail to comply with their provisions. In some cases, this liability could affect an assignee’s ability to enforce consumer finance contracts such as the contracts.

The so-called “holder rule” of the Federal Trade Commission (the “FTC Rule”), the provisions of which are generally duplicated by the Uniform Consumer Credit Code, other statutes or the common law in some states, has the effect of subjecting a seller (and specified creditors and their assignees) in a consumer credit transaction to all claims and defenses that the obligor in the transaction could assert against the seller of the goods. Liability under the FTC Rule is limited to the amounts paid by the obligor under the contract, and the holder of the contract may also be unable to collect any balance remaining due under that contract from the obligor.

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The contracts generally will be subject to the requirements of the FTC Rule. Accordingly, the [issuing entity][underlying trust], as holder of the related contracts, will be subject to any claims or defenses that the purchaser of the applicable financed motorcycle may assert against the dealer that sold the related financed motorcycle. As to each obligor, these claims are limited to a maximum liability equal to the amounts paid by the obligor on the related contract. Under most state motor vehicle dealer licensing laws, sellers of motorcycles are required to be licensed to sell motorcycles at retail sale. Furthermore, federal odometer regulations promulgated under the Motor Vehicle Information and Cost Savings Act require that all sellers of new and used motorcycles furnish a written statement signed by the seller certifying the accuracy of the odometer reading.  If the motorcycle dealer is not properly licensed or if a written odometer disclosure statement was not provided to the purchaser of the related financed motorcycle, an obligor may be able to assert a defense against the motorcycle dealer.  If an obligor were successful in asserting any of those claims or defenses, that claim or defense would constitute a breach of the depositor’s representations and warranties under the related sale and servicing agreement and a breach of the seller’s warranties under the related transfer and sale agreement and would, if the breach materially and adversely affects the interests of the [issuing entity][underlying trust] in the contract, create an obligation of the depositor and the seller, respectively, to repurchase the contract unless the breach is cured. See “Description of the Transfer and Servicing Agreements” in this prospectus.

Courts have applied general equitable principles to secured parties pursuing repossession and litigation involving deficiency balances. These equitable principles may have the effect of relieving an obligor from some or all of the legal consequences of a default.

In several cases, consumers have asserted that the self-help remedies of secured parties under the UCC and related laws violate the due process protections provided under the 14th Amendment to the Constitution of the United States. Courts have generally upheld the notice provisions of the UCC and related laws as reasonable or have found that the repossession and resale by the creditor do not involve sufficient state action to afford constitutional protection to borrowers.

The seller and the depositor will represent and warrant that each contract complies with all requirements of law in all material respects. Accordingly, if an obligor has a claim against the [issuing entity][underlying trust] for violation of any law and that claim materially and adversely affects that [issuing entity’s][underlying trust’s] interest in a contract, that violation would constitute a breach of the representations and warranties of the seller and the depositor would create an obligation of the seller and the depositor to repurchase the contract unless the breach is cured. See “Description of the Transfer and Servicing Agreements” in this prospectus.

Consumer Financial Protection Bureau

The federal Consumer Financial Protection Bureau (the “CFPB”) is responsible for implementing and enforcing certain federal consumer financial protection laws and supervising certain depository and non-depository institutions offering financial products and services to consumers, including indirect automobile and motorcycle retail financing. Although HDCC, the depositor, and their affiliates are not currently subject to the CFPB’s supervisory authority, in September 2014 the CFPB proposed a rule that will expand the scope of its supervisory authority to include larger participants in the vehicle financing market, which if the rule is finalized as proposed would include HDCC, and perhaps certain non-bank affiliates. Gaining supervisory authority over HDCC would allow the CFPB to conduct comprehensive and rigorous on-site examinations that could result in enforcement actions, fines, regulatorily mandated process, procedure or product-related changes or consumer refunds if violations of law were found.

HDCC is currently subject to the CFPB’s enforcement authority. The CFPB has recently issued public guidance regarding compliance with the fair lending requirements of the federal Equal Credit Opportunity Act, and its implementing regulation, concerning retail contracts where the dealer charged the consumer an interest rate that is higher than the rate the finance company approved for the consumer. This increased rate is typically called a “dealer markup.”  The CFPB has contacted auto finance providers to request information about discretionary pricing practices, including dealer markups. In addition, the CFPB has begun investigations concerning certain

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other automobile finance practices, including the sale of extended warranties, credit insurance and other add-on products. If any of these practices by Eaglemark Savings Bank or the seller were found to violate the Equal Credit Opportunity Act, its implementing regulation or other consumer protection laws, the seller could be obligated to repurchase from the [issuing entity][underlying trust] any contract that fails to comply with these laws. In addition, the seller or the [issuing entity][underlying trust] could possibly be subject to claims by the obligors on those contracts, and any relief granted by a court could potentially adversely affect the [issuing entity][underlying trust]. For additional discussion of how a failure to comply with consumer protection laws may impact the [issuing entity][underlying trust], the contracts or your investment in the securities, see “Risk Factors— Contracts that fail to comply with consumer protection laws may be unenforceable, which may result in losses on your investment” in this prospectus.

Other Considerations

In addition to the laws limiting or prohibiting deficiency judgments, numerous other statutory provisions, including federal bankruptcy laws and related state laws, may interfere with or affect the ability of a secured party to realize upon collateral or to enforce a deficiency judgment. For example, in a Chapter 13 proceeding under the United States Bankruptcy Code, a court may prevent a creditor from repossessing a vehicle and, as part of the rehabilitation plan, reduce the amount of the secured indebtedness to the market value of the vehicle at the time of bankruptcy, as determined by the court, leaving the creditor as a general unsecured creditor for the remainder of the indebtedness. A bankruptcy court may also reduce the monthly payments due under a contract or change the rate of interest and time of repayment of the indebtedness.

Under the terms of the Servicemembers Civil Relief Act, an obligor who enters the military service after the origination of that obligor’s contract (including an obligor who is a member of the National Guard or is in reserve status at the time of the origination of the obligor’s contract and is later called to active duty) may not be charged interest above an annual rate of 6% during the period of that obligor’s active duty status, unless a court orders otherwise upon application of the lender. Also, under the California Military Families Financial Relief Act, under certain circumstances, California residents called into active duty with the reserves can delay payments on receivables for a period not to exceed 180 days, beginning with the order to active duty and ending 60 days after release.  The laws of some states provide additional protections by imposing similar limitations during the obligor’s period of active duty status and, under certain circumstances, during an additional period thereafter as specified under the laws of those states.  In addition, both the Servicemembers Civil Relief Act and the laws of some states impose limitations that would impair the ability of the servicer to repossess a financed motorcycle during the obligor’s period of active duty status. It is possible that the foregoing could have an effect on the ability of the servicer to collect the full amount of interest owing on some of the contracts, and may result in delays and losses occasioned by the inability to exercise the [issuing entity’s][underlying trust’s] rights with respect to the contract and the related financed motorcycle in a timely fashion.

State and local government bodies across the United States generally have the power to create licensing and permit requirements.  It is possible that the [issuing entity][underlying trust] could fail to have some required licenses or permits.  In that event, the [issuing entity][underlying trust] could be subject to liability or other adverse consequences.

Any shortfall, to the extent not covered by amounts payable to the noteholders, from amounts on deposit in the related reserve fund[, risk retention reserve account] or from coverage provided under any other credit enhancement mechanism, could result in losses to the noteholders.

Material United States Federal Income Tax Consequences

The following discussion is a summary of certain material U.S. federal income tax (and, in the case of certain foreign individuals, estate tax) consequences relevant to the acquisition, ownership, and disposition of the notes by U.S. holders and by non-U.S. holders (each as defined below).  This summary is based upon the Internal

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Revenue Code, Treasury regulations, rulings of the Internal Revenue Service (the “IRS”), and judicial decisions in existence on the date hereof, all of which are subject to change.  Any such change could apply retroactively and could affect adversely the tax consequences described below.  No assurance can be given that the IRS will agree with the views expressed in this summary, or that a court will not sustain any challenge by the IRS in the event of litigation.  No advance tax ruling has been sought or obtained from the IRS regarding the tax consequences of the transactions described herein.

For purposes of this summary, a “U.S. holder” is a beneficial owner of notes that is

·an individual who is a citizen of the United States or who is resident in the United States for U.S. federal income tax purposes,

·an entity that is classified for U.S. federal income tax purposes as a corporation and that is organized under the laws of the United States, any state thereof, or the District of Columbia, or is otherwise treated for U.S. federal income tax purposes as a domestic corporation,

·an estate the income of which is subject to U.S. federal income taxation regardless of its source, or

·a trust (i) whose administration is subject to the primary supervision of a court within the United States and all substantial decisions of which are subject to the control of one or more United States persons as described in Section 7701(a)(30) of the Internal Revenue Code or (ii) that has a valid election in effect under applicable Treasury regulations to be treated as a United States person.

For purposes of this summary, a “non-U.S. holder” is a beneficial owner of notes (other than an entity that is classified for U.S. federal income tax purposes as a partnership or as a “disregarded entity”) that is not a U.S. holder.  If an entity classified for U.S. federal income tax purposes as a partnership owns notes, the tax treatment of a member of the entity will depend on the status of the member and the activities of the entity.  The tax treatment of such an entity, and the tax treatment of any member of such an entity, are not addressed in this summary.  Any entity that is classified for U.S. federal income tax purposes as a partnership and that owns notes, and any members of such an entity, should consult their tax advisors.

This summary does not discuss all U.S. federal income tax considerations that may be relevant to U.S. holders and non-U.S. holders in light of their particular circumstances or that may be relevant to certain beneficial owners that may be subject to special treatment under U.S. federal income tax law (for example, tax-exempt organizations, insurance companies, banks and other financial institutions, dealers in securities, traders in securities that elect to use a mark-to-market method of accounting, real estate investment trusts, regulated investment companies, individual retirement accounts, qualified pension plans, persons who hold notes as part of a straddle, hedging, constructive sale, conversion, or other integrated transaction, U.S. holders whose functional currency is not the U.S. dollar, controlled foreign corporations, passive foreign investment companies, and corporations that accumulate earnings to avoid U.S. federal income tax).  Furthermore, this summary does not discuss any alternative minimum tax consequences, and does not address any aspects of state, local, or foreign taxation.  This summary only applies to those beneficial owners that hold notes as “capital assets” within the meaning of Section 1221 of the Internal Revenue Code.  In the case of any non-U.S. holder who is an individual, this summary assumes that this individual was not formerly a United States citizen, and was not formerly a resident of the United States for U.S. federal income tax purposes.

BENEFICIAL OWNERS OF NOTES SHOULD SEEK ADVICE BASED ON THEIR PARTICULAR CIRCUMSTANCES FROM AN INDEPENDENT TAX ADVISOR.

THIS SUMMARY IS INCLUDED FOR GENERAL INFORMATION ONLY AND MAY NOT BE APPLICABLE DEPENDING UPON THE PARTICULAR SITUATION OF A BENEFICIAL OWNER OF NOTES.

Classification of the Notes as Indebtedness; Tax Characterization of Issuing Entity

The determination of whether an instrument is classified as indebtedness, rather than as equity, for U.S. federal income tax purposes requires a judgment based on all relevant facts and circumstances.  There is no

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statutory, judicial, or administrative authority that directly addresses the U.S. federal income tax treatment of an instrument similar to the notes.  Foley & Lardner LLP, federal tax counsel to the issuing entity, is of the opinion that, subject to certain assumptions and qualifications, the notes owned by parties unaffiliated with the depositor will be characterized for U.S. federal income tax purposes as indebtedness when issued, and the issuing entity will not be characterized as an association (or publicly traded partnership) taxable as a corporation for U.S. federal income tax purposes.  The assumptions upon which this opinion is based include (i) the assumption of continuing compliance with the indenture and the trust agreement, and (ii) the assumption that the depositor, and any other owner of a certificate, will take all action necessary to prevent the certificates from being treated for purposes of Section 7704 of the Internal Revenue Code as being traded on an established securities market or as being readily tradable on a secondary market (or the substantial equivalent thereof).  This opinion is not binding on the IRS or any court and there can be no assurance that the IRS or a court will agree with this opinion.

It is possible that the IRS could assert that, for U.S. federal income tax purposes, one or more classes of the notes are not classified as indebtedness but are instead treated as an interest in the assets of the issuing entity or as an equity interest in the issuing entity.  If one or more classes of the notes were treated as an equity interest in the issuing entity, then the issuing entity would be classified for U.S. federal income tax purposes as a partnership; and unless the issuing entity were treated as a publicly traded partnership taxable as a corporation, the issuing entity would not be subject to U.S. federal income tax, and the beneficial owners of the classes of notes that are not classified as indebtedness would be taxed individually on their respective allocable shares of the partnership’s income, gain, loss, and deductions, without regard to whether cash distributions are actually made by the issuing entity to any such beneficial owners.  The issuing entity will not make any election to be classified for U.S. federal income tax purposes as a corporation.

If one or more classes of notes were held to constitute an equity interest in the issuing entity and if the issuing entity were to be classified as a partnership but were not treated as a publicly traded partnership taxable as a corporation:

·the amount and timing of items of income and deduction of the beneficial owners of the classes of notes that are not classified as indebtedness may differ from the treatment that would apply if such notes are characterized as indebtedness;

·individual beneficial owners of such notes may be subject to certain limitations on their ability to deduct their share of the issuing entity’s expenses;

·any non-U.S. holders that own such notes could be subject to U.S. federal income tax and U.S. federal tax return filing requirements, and could also be subject to U.S. federal withholding tax; and

·any income allocable to certain tax-exempt organizations may constitute “unrelated business taxable income.”

If one or more classes of notes were classified for U.S. federal income tax purposes as an equity interest in the issuing entity, and if any such class of notes were deemed to be publicly traded (or if the certificates were deemed to be publicly traded), then, subject to certain exceptions, the issuing entity would be characterized as a publicly traded partnership taxable as a corporation.  If the issuing entity were characterized as a publicly traded partnership taxable as a corporation, the issuing entity would be subject to U.S. federal income tax at corporate income tax rates on the income it derives from its assets, which would reduce the amounts available for payment to the beneficial owners of notes.  Payments to the beneficial owners of notes generally would be treated as taxable dividends for U.S. federal income tax purposes to the extent of the issuing entity’s earnings and profits, and any such payments received by a non-U.S. holder could be subject to U.S. withholding tax.

The issuing entity, depositor, and sponsor will agree to treat the notes [(other than any notes owned by the depositor or one of its affiliates)] as indebtedness for purposes of U.S. federal, state, and local income tax.  By acquiring an interest in a note, each beneficial owner of a note is deemed to agree to treat the notes [(other than any notes owned by the depositor or one of its affiliates)] as indebtedness for U.S. federal income tax purposes.

The remainder of this summary assumes that the notes are classified as indebtedness for U.S. federal income tax purposes.  Beneficial owners of notes should consult their own tax advisors regarding the tax consequences if the notes are not treated as indebtedness for U.S. federal income tax purposes.

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U.S. Holders

Stated interest

Stated interest on the notes will be taxable to a U.S. holder as ordinary income as the interest accrues or is paid (in accordance with the U.S. holder’s method of tax accounting).

Original issue discount

In general

If the “issue price” of a note (other than a short-term note, as defined below) is less than its “stated redemption price at maturity” and if the difference is not less than a specified de minimis amount equal to 0.25% of the stated redemption price at maturity multiplied by the number of complete years to its maturity (or, in the case of a note providing for the payment of any amount other than qualified stated interest, as defined below prior to maturity, multiplied by the weighted average maturity of the note), then the difference is treated as original issue discount (“OID”).  The issue price of the notes is the first price at which a substantial amount of the notes is sold to the public (not including bond houses, brokers or similar persons or organizations acting in the capacity of underwriters, placement agents, or wholesalers).  The issue price of the notes is expected to be the amount set forth on the cover page of this prospectus, but is subject to change based on actual sales.  The “stated redemption price at maturity” of a note is the total of all payments provided by the note that are not payments of “qualified stated interest.”  A “qualified stated interest” payment is generally any one of a series of stated interest payments on a debt instrument that are unconditionally payable in cash or property (other than debt instruments of the issuer) at least annually at a single fixed rate (with certain exceptions for lower rates paid during some periods) or, subject to certain conditions, at a variable rate based on one or more indices.

Interest is unconditionally payable only if reasonable legal remedies exist to compel timely payment or the debt instrument otherwise provides terms and conditions that make the likelihood of late payment (other than a late payment that occurs within a reasonable grace period) or nonpayment a remote contingency.  The depositor believes that the likelihood of late payment or nonpayment of the stated interest on the notes should constitute a remote contingency.  The IRS, however, may disagree.  In addition, the IRS may take the position that the owners of subordinated classes of notes do not have available default remedies ordinarily available to owners of debt instruments.  In such case, the stated interest on the notes would not be qualified stated interest and the notes would be considered to have been issued with OID.

Unless the rules of Section 1272(a)(6) of the Internal Revenue Code apply as described below, the amount of OID that accrues during any accrual period with respect to a note purchased by a U.S. holder in the initial offering will equal (i) the product of (A) the “adjusted issue price” of the note at the beginning of the accrual period (which price equals the issue price of such note plus the amount of OID that has accrued on a constant-yield basis in all prior accrual periods minus the amount of any payments, other than qualified stated interest, received on the note in prior accrual periods) and (B) the yield-to-maturity of such note (determined on the basis of compounding at the close of each accrual period and properly adjusted for the length of each accrual period), less (ii) any qualified stated interest payable on such note during such accrual period.  The amount of OID so accrued in a particular accrual period will be considered to be received ratably on each day of the accrual period.

Section 1272(a)(6) of the Internal Revenue Code, provides that, in the case of a debt instrument as to which the repayment of principal may be accelerated as a result of the prepayment of other obligations securing the debt instrument, the periodic accrual of OID is determined by taking into account (i) a reasonable prepayment assumption in accruing OID (generally, the assumption used to price the debt offering), and (ii) adjustments in the accrual of OID when prepayments do not conform to the prepayment assumption.  No Treasury regulations have been promulgated under Section 1272(a)(6).  The manner in which the rules of Section 1272(a)(6) may apply to the various classes of the notes is unclear.  If the rules of Section 1272(a)(6) apply to a class of the notes, the amount of OID that will accrue in any given accrual period may either increase or decrease depending upon the actual

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prepayment rate of the contracts.  In the absence of regulations (or statutory or other administrative clarification) under Section 1272(a)(6), any information reports or returns to the IRS and the U.S. holders regarding OID, if any, will be based on the assumption that the contracts will prepay at a rate based on the assumption used in pricing the respective class of notes.  See “Weighted Average Lives of the Notes” in this prospectus.  However, no representation is being made that the contracts will prepay at the rate reflected in such prepayment assumption or at any other rate.  U.S. holders are advised to consult their own tax advisors regarding the impact of any prepayments under the contracts (and the OID rules) if the notes are issued with OID.

A U.S. holder that owns a note issued with OID must include in gross income for federal income tax purposes the amount of OID accrued with respect to each day during the taxable year that the U.S. holder owns such note.  Such an inclusion in advance of receipt of the cash attributable to the income is required even if the U.S. holder is on the cash method of accounting for U.S. federal income tax purposes.

If a note’s stated redemption price at maturity exceeds its issue price, but the amount of the excess is not sufficient, under the rules described above, to cause the note to be treated as being issued with OID, then such excess constitutes “de minimis OID.”  Unless the election described below under “—Election to Treat All Interest as OID” is made, a U.S. holder that owns a note with de minimis OID generally must include such de minimis OID in income, as capital gain, on a pro rata basis as principal payments are made on the note.

Acquisition premium

If a note issued with OID is purchased by a U.S. holder for an amount less than or equal to the sum of all amounts payable on the note after the purchase date, other than payments of qualified stated interest, but in excess of its adjusted issue price (any such excess being “acquisition premium”) and if the election described below under “—Election to Treat All Interest as OID” is not made, the U.S. holder is permitted to reduce the daily portions of OID by a fraction, the numerator of which is the excess of the U.S. holder’s adjusted basis in the note immediately after its purchase over the note’s adjusted issue price, and the denominator of which is the excess of the sum of all amounts payable on the note after the purchase date, other than payments of qualified stated interest, over the note’s adjusted issue price.

Short-Term Notes

For purposes of this summary, a “short-term note” is a note with a term of one year or less.  No portion of the interest payments on a short-term note will be treated as “qualified stated interest”, and all payments on such a note in excess of the issue price of the note will be treated as OID.  An accrual-basis U.S. holder that owns a short-term note (and some cash-method U.S. holders, including, but not limited to, regulated investment companies, as set forth in Section 1281 of the Internal Revenue Code) generally will be required to report OID as it accrues on a straight-line basis or under a constant yield method, at the election of the U.S. holder.  Other cash-basis U.S. holders that own a short-term note generally will be required to report interest income as interest is paid (or, if earlier, upon the taxable disposition of the short-term note), unless the U.S. holder elects to report OID as it accrues.  Such an election by a cash-basis U.S. holder to report OID as it accrues will also apply to all non-government debt obligations with a term of one year or less acquired by the U.S. holder on or after the beginning of the first taxable year to which the election applies, and for all subsequent taxable years unless consent is secured from the IRS to revoke the election.

In the case of a U.S. holder that is not required (and does not elect) to include OID as it accrues on a short-term note, any gain recognized on the sale or other taxable disposition of the short-term note will be ordinary income to the extent of the OID accrued through the date of disposition.  A U.S. holder that is not required (and does not elect) to include OID as it accrues on a short-term note may be required to defer a portion of any interest expense otherwise deductible on indebtedness incurred to purchase or carry the short-term note.  Any such deferral will generally last until the taxable disposition of the short-term note.  Special rules apply if a short-term note is purchased for more or less than its principal amount.

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Floating Rate Notes

For purposes of this summary, a “variable rate debt instrument” is a floating rate note that: (i) has an issue price that does not exceed the total noncontingent principal payments by more than a specified de minimis amount, and (ii) provides for stated interest, compounded or paid at least annually, at

·one or more “qualified floating rates”,

·a single fixed rate and one or more qualified floating rates,

·a single “objective rate”, or

·a single fixed rate and a single objective rate that is a “qualified inverse floating rate.”

A qualified floating rate or objective rate in effect at any time during the term of the instrument must be set at a “current value” of that rate.  A “current value” of a rate is the value of the rate on any day that is no earlier than three months prior to the first day on which that value is in effect and no later than one year following that first day.

A variable rate is a “qualified floating rate” if variations in the value of the rate can reasonably be expected to measure contemporaneous variations in the cost of newly borrowed funds.  A fixed multiple of a qualified floating rate constitutes a qualified floating rate only if the multiple is greater than 0.65 but not more than 1.35.  A variable rate equal to the product of a qualified floating rate and a fixed multiple that is greater than 0.65 but not more than 1.35, increased or decreased by a fixed rate, also constitutes a qualified floating rate.  If a note provides for two or more qualified floating rates that (i) are within 0.25 percent of each other on the issue date or (ii) can reasonably be expected to have approximately the same values throughout the term of the note, the qualified floating rates together constitute a single qualified floating rate.  A rate is not a qualified floating rate, however, if the rate is subject to certain restrictions (including caps, floors, governors, or other similar restrictions) unless such restrictions are fixed throughout the term of the note or are not reasonably expected to significantly affect the yield of the note.

An “objective rate” is a rate, other than a qualified floating rate, that is determined using a single, fixed formula and that is based on objective financial or economic information.  A rate does not qualify as an objective rate if it is based on information that it is within the control of the issuing entity (or a related party) or that is unique to the circumstances of the issuing entity (or a related party), such as dividends, profits, or the value of the equity interests in the issuing entity (although a rate does not fail to be an objective rate merely because it is based on the credit quality of the issuing entity).  A variable rate is not an objective rate, however, if it is reasonably expected that the average value of the rate during the first half of the note’s term will be either significantly less than or significantly greater than the average value of the rate during the final half of the note’s term.  An objective rate is a “qualified inverse floating rate” if (i) the rate is equal to a fixed rate minus a qualified floating rate and (ii) the variations in the rate can reasonably be expected to inversely reflect contemporaneous variations in the cost of newly borrowed funds.

If interest on a note is stated at a fixed rate for an initial period of one year or less followed by either a qualified floating rate or an objective rate for a subsequent period and (i) the fixed rate and the qualified floating rate or objective rate have values on the issue date of the note that do not differ by more than 0.25 percent or (ii) the value of the qualified floating rate or objective rate is intended to approximate the fixed rate, the fixed rate and the qualified floating rate or objective rate constitute a single qualified floating rate or objective rate, as the case may be.

In general, if a floating rate note that is a “variable rate debt instrument” provides for stated interest at a single qualified floating rate or objective rate, or one of those rates after a single fixed rate for an initial period of one year or less, and the interest is unconditionally payable in cash or in property (other than debt instruments of the issuing entity) at least annually, all stated interest on the note is qualified stated interest and the amount of qualified stated interest and OID, if any, is determined by using, in the case of a qualified floating rate or qualified inverse floating rate, the value as of the issue date of the qualified floating rate or qualified inverse floating rate, or, in the case of any other objective rate, a fixed rate that reflects the yield reasonably expected for the note.

If a floating rate note that is a “variable rate debt instrument” does not provide for stated interest at a single qualified floating rate or a single objective rate, and also does not provide for interest at a single fixed rate (other

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than at a single fixed rate for an initial period of one year or less), the amount of interest and OID accruals on the note are generally determined by:

·determining a fixed rate substitute for each variable rate provided under the note (generally, the value of each variable rate as of the issue date or, in the case of an objective rate that is not a qualified inverse floating rate, a rate that reflects the reasonably expected yield on the note);

·constructing the equivalent fixed rate debt instrument (using the fixed rate substitute described above);

·determining the amount of qualified stated interest and OID with respect to the equivalent fixed rate debt instrument; and

·making the appropriate adjustments for actual variable rates during the applicable accrual period.

If a floating rate note that is a “variable rate debt instrument” provides for stated interest either at one or more qualified floating rates or at a qualified inverse floating rate, and in addition provides for stated interest at a single fixed rate (other than at a single fixed rate for an initial period of one year or less), the amount of interest and OID accruals are determined as described in the immediately preceding paragraph with the modification that the note is treated, for purposes of the first three steps of the determination, as if it provided for a qualified floating rate (or a qualified inverse floating rate, as the case may be) rather than the fixed rate.  The qualified floating rate (or qualified inverse floating rate) replacing the fixed rate must be such that the fair market value of the note as of the issue date would be approximately the same as the fair market value of an otherwise identical debt instrument that provides for the qualified floating rate (or qualified inverse floating rate) rather than the fixed rate.

Amortizable bond premium

If a U.S. holder purchases a note at a cost that is greater than the stated redemption price at maturity of the note, the excess will be treated as “amortizable bond premium” under Section 171 of the Internal Revenue Code, and the U.S. holder may elect to amortize the premium as an offset to interest income otherwise required to be included in income in respect of the note during the taxable year, using a constant yield method, over the remaining term of the note (ignoring any option that the issuing entity or servicer has to redeem the note at 100% of the principal amount).  In the case of a note that is subject to call at the option of the issuing entity or servicer, the amount of amortizable bond premium is calculated based on the amount payable at the applicable call date, but only if the use of the call date (in lieu of the stated maturity date) results in a smaller amortizable bond premium for the period ending on the call date.  If a note is subject to Section 1272(a)(6) of the Internal Revenue Code, it is unclear whether a prepayment assumption should be taken into account in determining the term of the note for purposes of determining the amount of amortizable bond premium that is allocable to a particular year.

A U.S. holder who elects to amortize bond premium must reduce the U.S. holder’s tax basis in the note by the amount of the premium used to offset interest income as set forth above.  An election to amortize bond premium applies to all taxable debt instruments acquired by the U.S. holder on or after the first day of the first taxable year to which such election applies, and may not be revoked without the consent of the IRS.

Market discount

A note (other than a short-term note) will be deemed to have “market discount” in the hands of a U.S. holder if: (i) the U.S. holder’s adjusted tax basis in such note immediately after acquisition is less than the note’s principal amount (adjusted issue price, in the case of a note that is issued with OID); and (ii) the amount of this difference (the “market discount”) exceeds a specified de minimis amount.  If a note has market discount in the hands of a U.S. holder, then unless an election is made to include such discount in gross income for U.S. federal income tax purposes on an accrual basis over the remaining life of the note, any payment on the note that does not constitute qualified stated interest, and any gain recognized by the U.S. holder upon the sale or other disposition of the note, will be treated as ordinary income to the extent of the amount of “market discount” that has accrued on the note while held by the U.S. holder.

An election to include market discount in income on an accrual basis will apply to all notes and other obligations owned by the U.S. holder that are purchased at a market discount during the taxable year for which the

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election is made, and all subsequent taxable years of the U.S. holder, unless the IRS consents to a revocation of the election.  If an election is made to include market discount in income currently, the tax basis of the note in the hands of the U.S. holder will be increased by the market discount thereon as such discount is included in income.

For purposes of determining the accrual of market discount, certain special rules apply in the case of debt instruments (such as the notes) that are subject to prepayment by reason of prepayments on other debt instruments.  Market discount generally accrues on a straight-line basis unless the U.S. holder elects to accrue such discount on a constant-yield-to-maturity basis.  That election is applicable only to the note with respect to which it is made and is irrevocable.  If interest is paid or accrued by the U.S. holder on indebtedness incurred or maintained to purchase or carry a note with market discount, the deduction for the portion of the U.S. holder’s interest expense that is allocable to the accrued market discount may be deferred.

Election to Treat All Interest as OID

A U.S. holder may elect in the year of acquisition of a note to account for all interest (including stated interest, acquisition discount, OID, de minimis OID, market discount, de minimis market discount, and unstated interest, as adjusted by any amortizable bond premium or acquisition premium) that accrues on the note by using the constant-yield method applicable to OID.  Any such election may not be revoked without the consent of the IRS.  If the note has market discount at the time of its acquisition, a U.S. holder that makes such an election will be treated as making an election to accrue market discount for other debt instruments acquired by the U.S. holder on or after the first day of the first taxable year to which the election with respect to the note applies.  If the note has amortizable bond premium at the time of its acquisition, a U.S. holder that makes an election to treat all interest as OID will be treated as making an election to amortize bond premium for other taxable debt instruments that are held by the U.S. holder on the first day of the first taxable year to which the election with respect to the note applies or that are thereafter acquired.

Disposition of Notes

In the case of a sale or other taxable disposition (including a redemption or retirement) of a note, a U.S. holder will recognize gain or loss equal to the difference, if any, between (i) the amount received (other than any amount representing accrued but unpaid interest, which will be treated as ordinary income to the extent not previously included in income) and (ii) the U.S. holder’s adjusted tax basis in the note.  A U.S. holder’s adjusted tax basis in a note generally will equal the cost of the note (net of accrued interest) to the U.S. holder, increased by amounts includible in income as OID (or market discount if the U.S. holder elects to include market discount in income on a current basis) and reduced by any amortizable bond premium and any payments (other than payments of qualified stated interest) made on such note.  Except as described above with respect to market discount and with respect to short-term notes, a gain or loss recognized by a U.S. holder on a sale or other disposition of a note generally will constitute capital gain or loss.  Capital gains recognized by an individual upon the sale or other disposition of a note that is held for more than one year are generally eligible for reduced rates of U.S. federal income taxation.  The deductibility of a capital loss recognized upon the sale or other disposition of a note is subject to limitations.

Unearned Income Medicare Contribution Tax

A 3.8% Medicare contribution tax is imposed on the “net investment income” of certain United States individuals and on the undistributed “net investment income” of certain estates and trusts.  Among other items, “net investment income” generally includes interest and certain net gain from the disposition of property, less certain deductions.

Backup withholding and information reporting

In general, information reporting requirements will apply with respect to payments of principal of and interest on the notes to a U.S. holder (and annual accruals of OID by a U.S. holder relating to the notes), and with respect to payments to a U.S. holder of any proceeds from a disposition of the notes.  In addition, a U.S. holder may be subject to a backup withholding tax on payments with respect to the notes if the U.S. holder fails to supply

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its correct taxpayer identification number in the manner required by applicable law, fails to certify that it is not subject to the backup withholding tax, or otherwise fails to comply with applicable backup withholding tax rules.

Any amounts withheld from a U.S. holder under the backup withholding provisions may be credited against the U.S. federal income tax liability of the U.S. holder, and may entitle the U.S. holder to a refund, provided that the required information is timely furnished to the IRS.

Non-U.S. Holders

Interest and gains upon disposition

Interest (including any OID) earned on a note by a non-U.S. holder will be considered “portfolio interest”, and (subject to the discussion in “—Foreign Account Tax Compliance” below) will not be subject to U.S. federal income tax or withholding, if:

·the non-U.S. holder is neither (i) a “controlled foreign corporation” that is related to the issuing entity or the depositor as described in Section 881(c)(3)(C) of the Internal Revenue Code, (ii) a bank receiving the interest (or OID) on a loan made in the ordinary course of its business, nor (iii) a person who owns, directly or under the attribution rules of Section 871(h)(3)(C) of the Internal Revenue Code, 10% or more of the voting power of the equity interests in the issuing entity or the depositor;

·the certification requirements described below are satisfied; and

·the interest is not effectively connected with the conduct of a trade or business (or, if a United States income tax treaty applies, is not attributable to a permanent establishment maintained) within the United States by the non-U.S. holder.

In general, the certification requirements will be satisfied if either (i) the beneficial owner of the note provides, to the person who otherwise would be required to withhold U.S. tax, a properly completed IRS Form W-8BEN, W-8BEN-E, or a suitable substitute form, that includes the beneficial owner’s name and address and that certifies, under penalties of perjury, that the beneficial owner is not a United States person, or (ii) a securities clearing organization, bank, or other financial institution which holds customers’ securities in the ordinary course of its trade or business holds the note on behalf of a beneficial owner and provides to the person who otherwise would be required to withhold U.S. tax, a statement certifying under penalties of perjury that an applicable IRS Form W-8BEN, W-8BEN-E, or a suitable substitute form, has been received by it from the beneficial owner, or from another financial institution acting on behalf of the beneficial owner, and furnishes a copy to the person who otherwise would be required to withhold U.S. tax.  These certification requirements may be satisfied with other documentary evidence in the case of a note held through a qualified intermediary.

Any interest (including any OID) earned on a note, and any gain recognized upon a sale or other taxable disposition (including a redemption or retirement) of a note, that is effectively connected with the conduct of a trade or business (or, if a United States income tax treaty applies, is attributable to a permanent establishment maintained) within the United States by a non-U.S. holder will be subject to U.S. federal income tax at regular graduated rates.  If the non-U.S. holder is classified as a corporation for U.S. federal income tax purposes, such amounts will also be taken into account for purposes of determining the amount of U.S. branch profits tax, which is imposed at a rate of 30% (or at a lower rate under an applicable tax treaty) on effectively connected earnings and profits, subject to certain adjustments.  However, such effectively connected income will not be subject to U.S. federal income tax withholding, provided that, with respect to any interest (including any OID) earned on a note, the non-U.S. holder furnishes a properly completed IRS Form W-8ECI (or a suitable substitute form) to the person that otherwise would be required to withhold U.S. tax.

Any payments to a non-U.S. holder of interest (including any OID) that do not qualify for the “portfolio interest” exemption and that are not effectively connected with the conduct of a trade or business (or, if a United States income tax treaty applies, are not attributable to a permanent establishment maintained) within the United

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States by the non-U.S. holder will be subject to U.S. federal income tax and withholding at a rate of 30% (or at a lower rate under an applicable tax treaty).

Subject to the discussion of backup withholding below, any gain (other than gain representing accrued OID) recognized by a non-U.S. holder upon a sale or other taxable disposition (including a redemption or retirement) of a note generally will not be subject to U.S. federal income tax or withholding unless (i) the gain is effectively connected with the conduct of a trade or business (or, if a United States income tax treaty applies, is attributable to a permanent establishment maintained) within the United States by the non-U.S. holder (in which case the gain will be taxed in the manner described in the second preceding paragraph above), or (ii) in the case of a non-U.S. holder who is an individual, such individual is present in the United States for 183 days or more in the taxable year of the sale or other disposition and certain other conditions are met (in which case such individual will be subject to a 30% U.S. federal income tax on the gain, which gain may be offset by certain U.S.-source capital losses).

Backup withholding and information reporting

Any payments of interest (including any OID) on the notes to a non-U.S. holder generally will be reported to the IRS and to the non-U.S. holder, whether or not such interest is exempt from U.S. tax pursuant to a tax treaty or the “portfolio interest” exemption.  Copies of these information returns may also be made available under the provisions of a specific treaty or agreement to the tax authorities of the country in which the payee resides.

Any payments of interest (including any OID) on the notes to a non-U.S. holder generally will not be subject to backup withholding and additional information reporting, provided that (i) the non-U.S. holder certifies, under penalties of perjury, on a properly completed IRS Form W-8BEN, W-8BEN-E, W-8ECI, or a suitable substitute form, that it is not a United States person and certain other conditions are met, or (ii) the non-U.S. holder otherwise establishes an exemption.

The payment to a non-U.S. holder of the proceeds of a disposition of a note by or through the U.S. office of a broker generally will not be subject to information reporting or backup withholding if the non-U.S. holder either certifies, under penalties of perjury, on a properly completed IRS Form W-8BEN, W-8BEN-E, or a suitable substitute form, that it is not a United States person and certain other conditions are met, or the non-U.S. holder otherwise establishes an exemption.  Information reporting and backup withholding generally will not apply to the payment of the proceeds of a disposition of a note by or through the foreign office of a foreign broker (as defined in applicable Treasury regulations).  Information reporting requirements (but not backup withholding) will apply, however, to a payment of the proceeds of the disposition of a note by or through a foreign office of a U.S. broker or of a foreign broker with certain relationships to the United States, unless the broker has documentary evidence in its records that the holder is not a United States person and certain other conditions are met, or the holder otherwise establishes an exemption.

Any amounts withheld from a non-U.S. holder under the backup withholding provisions may be credited against the U.S. federal income tax liability of the non-U.S. holder, and may entitle the non-U.S. holder to a refund, provided that the required information is furnished to the IRS.

Foreign Account Tax Compliance

The Foreign Account Tax Compliance Act (“FATCA”) generally imposes a 30% withholding tax on interest payments made by a United States person to a foreign financial institution or non-financial foreign entity (including, in some cases, when a foreign financial institution or non-financial foreign entity is acting as an intermediary), and, beginning on January 1, 2019, on the gross proceeds received by a foreign financial institution or non-financial foreign entity as a result of a sale or other disposition of debt obligations issued by a United States person, unless (i) in the case of a foreign financial institution, such institution enters into (or is deemed to have entered into) an agreement with the U.S. Treasury to withhold on certain payments, and to collect and provide to the U.S. Treasury substantial information regarding U.S. account holders of such institution (which includes certain equity and debt holders of such institution, as well as certain account holders that are foreign entities with U.S. owners), (ii) in the case of a non-financial foreign entity, such entity provides the withholding agent with a

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certification identifying the direct and indirect substantial U.S. owners of the entity, or (iii) the foreign financial institution or non-financial foreign entity otherwise qualifies for an exemption from these rules.

Prospective investors are encouraged to consult their tax advisors regarding the application of FATCA to investments in the notes.

Estate tax consequences

Any note that is owned by an individual who is not a citizen or resident (as specially defined for U.S. federal estate tax purposes) of the United States at the date of death will not be included in such individual’s estate for U.S. federal estate tax purposes, unless the individual owns, directly or indirectly, 10% or more of the voting power of the equity interests in the issuing entity or the depositor, or, at the time of such individual’s death, payments in respect of the notes would have been effectively connected with the conduct by such individual of a trade or business in the United States.

ERISA and Related Considerations

General

Following is a summary of certain consideration relevant to purchasers of notes who are subject to the fiduciary investment and prohibited transaction rules of the Employee Retirement Income Security Act of 1974 (“ERISA”).  Such rules generally apply to private employee benefit plans and entities that invest the assets of such plans (“ERISA plan investors”).

These rules are generally not applicable to individual retirement accounts or individual retirement annuities (“IRAs”), plans covering only self-employed individuals, governmental plans, church plans or foreign plans (“non-ERISA plan investors”). Consequently, much of the following discussion of the fiduciary issues arising under ERISA is generally not applicable to such investors. Non-ERISA plan investors may be subject to various other fiduciary or other legal requirements under state law or other applicable law, however, which they should consider before investing in the notes.

ERISA plan investors are generally subject to the prohibited transaction rules of Section 4975 of the Internal Revenue Code and Section 406 of ERISA.  IRAs and plans covering only self-employed individuals are generally subject to the prohibited transaction rules of Section 4975 of the Internal Revenue Code.

This summary is based on the provisions of ERISA and the Internal Revenue Code as of the date hereof.  No assurance can be given that future legislation, administrative regulations or rulings or court decisions will not significantly impact the contents of this discussion.  This summary is general in nature and does not purport to address every issue that may be relevant to an investment in the notes by an ERISA plan investor or non-ERISA plan investor.  Potential ERISA plan investors and non-ERISA plan investors are encouraged to consult their own legal counsel regarding the fiduciary aspects, potential prohibited transaction risks, and other legal aspects of an investment in the notes.

Fiduciary Considerations

A fiduciary of an ERISA plan investor should consider its fiduciary responsibilities under ERISA before investing in the notes. These duties require the fiduciary to act solely in the interests of the ERISA plan’s participants and beneficiaries. These duties also obligate the fiduciary to consider the appropriateness of any one given investment in light of the ERISA plan’s entire portfolio.

Before investing in the notes, fiduciaries of ERISA plan investors should review and determine:

·ERISA’s fiduciary standards;

·whether an investment in the notes would be consistent with ERISA’s prudence and diversification requirements, including consideration of the “Risk Factors” disclosed elsewhere in this prospectus;

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·whether such an investment would constitute a direct or indirect non-exempt prohibited transaction; and

·whether the fiduciaries have the appropriate authority to make the investment under the governing ERISA plan documents and investment policies, as well as under Title I of ERISA.

Fiduciaries of ERISA plan investors should also consider prohibitions in ERISA and in the Internal Revenue Code relating to an ERISA plan investor engaging in certain transactions involving “plan assets” with persons who are “parties in interest” under ERISA or “disqualified persons” under the Internal Revenue Code with respect to such plan. As noted above, the prohibited transaction provisions of the Internal Revenue Code also apply to some non-ERISA plan investors and such investors also should consider these provisions prior to investing in the notes. These prohibited transaction rules are complex and may prohibit an investment in the notes by certain ERISA plan investors and non-ERISA plan investors.

ERISA plan investors may currently maintain relationships with the indenture trustee, the owner trustee, the servicer, the depositor[, a swap counterparty] or one or more underwriters or their principals or affiliates. Such entities may be deemed parties in interest or fiduciaries with respect to an ERISA plan investor.  ERISA prohibits the use of plan assets for the benefit of a party in interest and also prohibits a fiduciary with respect to an ERISA plan investor from using its position to cause an ERISA plan investor to make an investment from which it or certain third parties related to the fiduciary would receive a fee or other consideration. Similar provisions are imposed by the Internal Revenue Code with respect to IRAs and retirement plans covering only self-employed individuals. In certain cases, exemptions apply with respect to certain transactions that might otherwise be prohibited by ERISA.

Each ERISA plan investor should consult with its own legal counsel to determine whether investment in the notes may be prohibited by ERISA or the Internal Revenue Code or otherwise would violate ERISA or the Code.

Each non-ERISA plan investor that is subject to the prohibited transactions rules under Section 4975 of the Internal Revenue Code should consult with its legal counsel to determine whether investment in the notes may be a prohibited transaction for purposes of Section 4975 of the Internal Revenue Code.  Each non-ERISA plan investor should also consult with its legal counsel to confirm that investment in the notes otherwise complies with all applicable laws.

Plan Asset Issues

To the extent that the assets of the issuing entity [or the underlying trust], as opposed to the notes issued by the issuing entity, are considered to be “plan assets” of any ERISA plan investor, it is possible that the issuing entity, [the underlying trust,] the indenture trustee, the owner trustee, [the underlying trustee,] the servicer, the depositor[, a swap counterparty] or an underwriter or certain of their affiliates, including Harley-Davidson, could be an ERISA fiduciary or party in interest of the ERISA plan investor for purposes of the fiduciary rules discussed above, including the prohibited transaction rules applicable to some transaction involving “plan assets.”

Neither ERISA nor the Internal Revenue Code specifically defines the term “plan assets” as applied to ERISA plan investors or non-ERISA plan investors who are subject to Section 4975 of the Internal Revenue Code.  The Department of Labor, however, has issued regulations defining that term.  See, 29 C.F.R. § 2510.3-101, as amended by Section 3(42) of ERISA (“Plan Asset Regulations”).  As relevant here, the Plan Asset Regulations provide that when an ERISA plan investor acquires an equity interest in an entity that is neither publically traded nor a security issued by an investment company registered under the Investment Company Act, the assets of the ERISA plan investor include not only the such interest, but also an undivided interest in the underlying assets of the entity, unless the entity is an operating company (as defined in the regulations) or investment by ERISA plan investors in the entity is not “significant” (as defined in the regulations).

It is anticipated that the notes will constitute debt and not constitute an equity interest in the issuing entity and, accordingly, notes purchased by an ERISA plan investor will constitute “plan assets”, but the assets of the

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issuing entity [or the underlying trust] will not be considered “plan assets” of the ERISA plan investor for purposes of ERISA.  However, due to the complexities of ERISA and the prohibited transaction rules, and the penalties and other adverse consequences imposed on persons involved in a breach of fiduciary duty or non-exempt prohibited transactions, it is important that the investment fiduciary of any ERISA plan investor that is considering investing in any series of notes consult with its own legal advisers regarding whether or not the assets of the issuing entity [or the underlying trust] may be considered plan assets of any ERISA plan investor that invests in such notes.

Ratings of the Notes

HDCC, as sponsor, expects that the notes will receive credit ratings from two nationally recognized statistical rating organizations hired by the sponsor to assign ratings on the notes.  The ratings of the notes will address the likelihood of the payment of principal of and interest on the notes according to their terms.  Each rating agency hired by the sponsor to rate the notes will monitor the ratings using its normal surveillance procedures.  A rating is not a recommendation to buy, sell or hold securities.

A rating is based on the rating agency’s independent evaluation of the contracts and the availability of any credit enhancement for the notes.  Ratings on the notes may be lowered, qualified or withdrawn at any time by either of the rating agencies.  If a rating or ratings of notes is lowered, qualified or withdrawn, no person or entity will be obligated to provide any additional credit enhancement with respect to the notes so lowered, qualified or withdrawn and no transaction party will be responsible for monitoring any changes to the ratings on the notes.

In addition, a rating agency not hired by the sponsor to rate the notes may provide an unsolicited rating that is higher or lower than the ratings provided by the rating agencies hired by the sponsor to rate the notes.  Any rating action taken by one rating agency may not necessarily be taken by another rating agency.

The ratings of the notes should be evaluated independently from similar ratings on other types of securities.  A rating is not a recommendation to buy, sell or hold securities, inasmuch as a rating does not comment as to market price or suitability for a particular investor.  The ratings of the notes do not address the likelihood of payment of principal of any class of notes prior to the stated maturity date of the notes, or the possibility of the imposition of United States withholding tax with respect to non-United States persons.

Plan of Distribution

An issuing entity may sell notes to or through underwriters by a negotiated firm commitment underwriting and public reoffering by the underwriters, and also may sell notes directly to other purchasers or through agents.  The depositor intends to offer the notes through these various methods from time to time.

The seller, the depositor and certain of their affiliates may agree to indemnify the underwriters and agents who participate in the distribution of the notes against certain liabilities, including liabilities under the Securities Act of 1933, or contribute to payments the underwriters may be required to make.

Underwriting

General

Subject to the terms and conditions set forth in the underwriting agreement among the depositor, the seller and the underwriters, the depositor has agreed to sell to the underwriters named below and those underwriters have severally agreed to purchase the following respective initial principal amounts of offered notes at the respective public offering prices less the respective underwriting discounts shown on the cover page of this prospectus.

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Underwriter

Class A-1

Class A-2

Class A-3

Class A-4

Class B

Class C

Class D

$

$

$

$

$

$

$

Total

$

[    ]

$

[    ]

$

[    ]

$

[    ]

$

[    ]

$

[    ]

$

[    ]

[The swap counterparty is affiliated with [             ], one of the underwriters.]  In the ordinary course of their respective businesses, [certain of] the underwriters and their respective affiliates have engaged and [any of the underwriters and their respective affiliates] may in the future engage in investment banking or commercial banking transactions with Harley-Davidson, Inc., Harley-Davidson Credit Corp., Harley-Davidson Financial Services, Inc. and any of their respective affiliates.  Funds in the trust accounts may, from time to time, be invested in certain investments acquired from the underwriters.

In the underwriting agreement, the underwriters have agreed, subject to the terms and conditions set forth therein, to purchase all of the offered notes, if any of the offered notes are purchased.  The underwriters have advised the depositor that they propose initially to offer the offered notes to the public at the respective public offering prices shown on the cover page of this prospectus and to certain dealers at that price, less a concession not in excess of the amount noted in the table below.  The underwriters may allow and the dealers may reallow to other dealers a discount not in excess of the amount noted in the table below.

Class	Selling Concession Not to Exceed		Reallowance Not to Exceed
Class A-1 notes	[       ]	%	[       ]	%
Class A-2[a] notes	[       ]	%	[       ]	%
[Class A-2b notes	[       ]	%	[       ]	% ]
Class A-3 notes	[       ]	%	[       ]	%
Class A-4 notes	[       ]	%	[       ]	%
Class B notes	[       ]	%	[       ]	%
Class C notes	[       ]	%	[       ]	%
Class D notes	[       ]	%	[       ]	%

After the initial public offering of the offered notes, the offering prices and other selling terms may be varied by the underwriters.

Until the distribution of the offered notes is completed, rules of the Securities and Exchange Commission (the “SEC”) may limit the ability of the underwriters and certain selling group members to bid for and purchase the offered notes.  As an exception to these rules, the underwriters are permitted to engage in certain transactions that stabilize the price of the offered notes.  Such transactions consist of bids or purchases for the purpose of pegging, fixing or maintaining the price of the offered notes.

If the underwriters create a short position in the offered notes in connection with this offering (i.e., they sell more offered notes than the aggregate initial principal amount set forth on the cover page of this prospectus), the underwriters may reduce that short position by purchasing offered notes in the open market.  In general, purchases of a security for the purpose of stabilization or to reduce a short position could cause the price of the security to be higher than it might be in the absence of such purchases.

None of the seller, the servicer, the depositor, the issuing entity or any of the underwriters makes any representation or prediction as to the direction or magnitude of any effect that any of the transactions described above might have on the price of the offered notes.  In addition, none of the seller, the servicer, the depositor, the

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issuing entity or any of the underwriters makes any representation that the underwriters will engage in such transactions or that such transactions, if commenced, will not be discontinued without notice.

There is currently no secondary market for the offered notes and you should not assume that one will develop.  The underwriters currently expect, but are not obligated, to make a market in the offered notes.  You should not assume that any such market will develop or, if one does develop, that it will continue or provide sufficient liquidity.

It is expected that delivery of the notes will be made against payment therefor on or about the closing date.  Rule 15c6-1 of the SEC under the Securities Exchange Act of 1934 generally requires trades in the secondary market to settle in three business days, unless the parties to any such trade expressly agree otherwise at the time of the transaction. Accordingly, purchasers who wish to trade notes on the date hereof will be required, by virtue of the fact that the notes initially will settle more than three business days after the date hereof, to specify an alternate settlement cycle at the time of any such trade to prevent a failed settlement. It is suggested that purchasers of notes who wish to trade notes on the date hereof consult their own advisors.

EEA Selling Restrictions

Each underwriter has represented and agreed that, from and including the date on which the prospectus directive is implemented in a member state of the European Economic Area, it has not made and will not make an offer of notes to the public in that member state except that it may, from and including the implementation date, make an offer of such notes to the public in that member state to any legal entity that is a “qualified investor” as defined in the prospectus directive, provided that no such offer of notes shall require the issuing entity or any underwriter to publish a prospectus pursuant to Article 3 of the prospectus directive.

The phrase “an offer of notes to the public” means the communication, in any form and by any means, of sufficient information on the terms of the offer and the notes to be offered so as to enable an investor to decide to purchase or subscribe the notes, as the same may be varied in the relevant member state by any measure implementing the prospectus directive in that member state.

“Prospectus directive” means Directive 2003/71/EC and amendments thereto, including Directive 2010/73/EU to the extent implemented in the relevant member state, and including any implementing measure in any member state.

United Kingdom Selling Restrictions

Each underwriter has further represented and agreed that:

(i)it has only communicated or caused to be communicated and will only communicate or cause to be communicated an invitation or inducement to engage in investment activity (within the meaning of Section 21 of the Financial Services and Markets Act 2000 of the United Kingdom (the “FSMA”)) received by it in connection with the issue or sale of any offered notes in circumstances in which Section 21(1) of the FSMA does not apply to the issuing entity; and

(ii)it has complied and will comply with all applicable provisions of the FSMA with respect to anything done by it in relation to any offered notes in, from or otherwise involving the United Kingdom.

No action has been taken by the depositor, the issuing entity or the underwriters which would or is intended to permit a public offer of the offered notes in any country or jurisdiction (other than the United States) where action for that purpose is required.  Accordingly, no offer or sale of any offered notes has been authorized in any country or jurisdiction (other than the United States) where action for that purpose is required, and neither this prospectus nor any other circular, prospectus, form of application, advertisement or other material may be

164

distributed in or from or published in any country or jurisdiction (other than the United States), except under circumstances which will result in compliance with applicable laws and regulations.

The underwriting agreement provides that the seller and the depositor will indemnify the underwriters against certain liabilities, including liabilities under the Securities Act of 1933, or contribute to payments the underwriters may be required to make in respect thereof.

EU Risk Retention Requirements

European Economic Area (“EEA”) member states have implemented certain regulations (together the “EU risk retention requirements”), which, among other things, place certain restrictions on the ability of European Union-regulated credit institutions, investment firms and affiliates thereof, and EEA-regulated alternative investment fund managers, to invest in asset-backed securities.

None of the sponsor, the depositor, the servicer, the issuing entity or the underwriters makes any representation or agreement that it is undertaking or will have undertaken to comply with the requirements of the EU risk retention requirements or take any other action that may be required by investors for the purposes of their compliance with the EU risk retention requirements. Prospective investors should analyze their own regulatory positions and are encouraged to consult with their own investment and legal advisors regarding compliance with the EU risk retention requirements and the suitability of the notes for investment.

Legal Matters

Certain legal matters with respect to the notes, including certain federal income tax matters, will be passed upon for the seller, the servicer, the depositor and the issuing entity by Foley & Lardner LLP, Milwaukee, Wisconsin.  Certain legal matters with respect to Delaware law will be passed upon for the issuing entity by Morris James LLP.  Certain legal matters for the underwriters will be passed upon by [             ].  [[          ] from time to time renders legal services to Harley-Davidson, Inc. and certain of its affiliates with respect to other matters.]

Reports to Noteholders

Unless and until the notes are issued in physical form, monthly and annual unaudited reports containing information concerning the contracts will be prepared by the servicer, and sent on behalf of the issuing entity only to Cede & Co., as nominee of The Depository Trust Company and registered holder of the notes (or any successor depository).  No reports will be sent to you.  See “Information Regarding the Notes—Book-Entry Registration” and “Description of the Transfer and Servicing Agreements—Servicing—Statements to Noteholders” in the accompanying prospectus.  Such reports will not constitute financial statements prepared in accordance with GAAP.  The administrator, on behalf of the issuing entity, will file with the SEC all annual reports, periodic reports and current reports of the issuing entity under the name “Harley-Davidson Motorcycle Trust [            ]” as are required under the Securities Exchange Act of 1934, and the rules and regulations of the SEC thereunder, including monthly reports on Form 10-D within 15 days after each payment date.  None of these annual, periodic or current reports will be available on any website of any of the seller, the servicer, the sponsor, the depositor or the issuing entity, as such parties do not maintain a website for such purpose and such information will be available on the SEC Internet site (http://www.sec.gov).

The depositor (Harley-Davidson Customer Funding Corp.; Commission File Number 333-[              ]) filed a registration statement relating to the notes with the SEC.  This prospectus is part of the registration statement, but the registration statement includes additional information.

You may read and copy any reports, statements or other information we file with the SEC at the SEC’s public reference room at 100 F Street, N.E., Washington, DC, 20549.  You can request copies of these documents, upon payment of a duplicating fee, by writing to the SEC.  Please call the SEC at 1-800-SEC-0330 for further information on the operation of the public reference room.  Our filings with the SEC are also available to the public

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on the SEC Internet site (http://www.sec.gov), which contains reports, proxy and information statements, and other information regarding issuers that file electronically with the SEC.

The SEC allows us to “incorporate by reference” information in documents we file with it, which means that we can disclose important information to you by referring you to those documents.  The information incorporated by reference is considered to be part of this prospectus.  All periodic reports on Form 10-D and current reports on Form 8-K filed by the issuing entity subsequent to the date of this prospectus and prior to the termination of the offering of the offered notes shall be deemed to be incorporated by reference in this prospectus.  In all cases, you should rely on the later information over different information included in this prospectus.

As a recipient of this prospectus, you may request a copy of any document we incorporate by reference, except exhibits to the documents (unless the exhibits are specifically incorporated by reference), and a copy of any annual report on Form 10-K, periodic report on Form 10-D or current report on Form 8-K of the issuing entity that has been filed with the SEC, at no cost, by writing or calling us at:

Harley-Davidson Credit Corp.

222 West Adams Street, Suite 2000

Chicago, Illinois 60606

Attention: Treasurer

(telephone (312) 696-5351; facsimile (312) 368-4372)

You may also request a copy of any periodic report of the issuing entity on Form 10-D at no cost by writing or calling the owner trustee at:

[                           ]

Attention: [                           ]

(telephone [                  ]; facsimile [                  ])

Where You Can Find More Information

Federal securities law requires the filing of certain information with the Securities and Exchange Commission, including annual, monthly and current reports and other information.  You can read and copy these documents at the public reference room maintained by the Securities and Exchange Commission at 100 F Street, N.E., Washington, DC, 20549.   Please call the Securities and Exchange Commission at 1-800-SEC-0330 for more information about the public reference room or visit Securities and Exchange Commission’s web site at http://www.sec.gov to access available filings.

The Securities and Exchange Commission allows offerors of securities to incorporate by reference some of the information in documents they file with it.  This means that offerors can disclose important information to you by referring you to those documents.  Documents incorporated by reference will be filed under the depositor’s name.  The information that the depositor incorporates by reference is considered to be part of this prospectus, and later information that the depositor files with the Securities and Exchange Commission will automatically update and supersede this information.

All documents filed by the administrator, on behalf of the issuing entity, or the depositor under Section 13(a), 13(c), 14 or 15(d) of the Securities Exchange Act of 1934, after the date of this prospectus and prior to the termination of the offering of the notes, will be incorporated by reference into this prospectus.

If you are a beneficial owner of the notes to whom a prospectus has been delivered, the depositor will, on request, send you a copy of the information that has been incorporated by reference in this prospectus.  The depositor will provide this information at no cost to you.  Please address requests to the depositor: c/o Harley-Davidson Credit Corp., Suite 2000, 222 West Adams Street, Chicago, Illinois 60606.

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INDEX OF DEFINED TERMS

ABS	84
acquisition premium	149
asset representations reviewer	1
bank sale and participation agreement	57
cap counterparty	106
cap termination payment	107
certificate distribution account	136
CFPB	38
Class A-2 notes	3
closing date	4
collection account	4
contracts	5
controlling class	16
current value	155
cutoff date	2
de minimis OID	154
depositor	1
designated LIBOR page	100
distribution account	108
Dodd-Frank Act	38
DTC	43
due period	101
e-contracts system	35
EEA	165
ERISA	160
ERISA plan investors	160
EU risk retention requirements	165
FATCA	159
FDIC	39
first priority principal distributable amount	100
fixed rate notes	2
floating rate notes	2
FSMA	164
FTC Rule	148
GAAP	40
global securities	I-1
Harley-Davidson	6
HDCC	50
HDFS	50
indenture trustee	1
initial pool balance	71
IRAs	160
IRS	151
issuing entity	1
LIBOR	99
LIBOR determination date	99
liquidated contract	101
London business day	99
market discount	156
MSRP	60
net [swap][cap] payment	112
net [swap][cap] receipts	112
non-ERISA plan investors	160
non-U.S. holder	151
noteholders’ regular principal distributable amount	100
NRSROs	28
objective rate	155
OID	153
OLA	147
originators	1
overcollateralization target amount	110
owner trustee	1
payment dates	3
Plan Asset Regulations	161
pool balance	101
prepayment	89
principal balance	101
principal distributable amount	101
prospectus directive	164
qualified floating rate	155
qualified institution	108
qualified inverse floating rate	155
rating agency first trigger ratings threshold	113
rating agency second trigger ratings threshold	113
record dates	3
Regulation AB	111
required rate	11
reserve fund	11
reserve fund required amount	111
risk retention reserve account	9
SEC	28, 161
second priority principal distributable amount	100
senior [swap][cap] termination payment	112
short-term note	154
spread	99
statistical cutoff date	2
subordinated swap termination payment	112
swap counterparty	14
swap termination payment	112
third priority principal distributable amount	100
transfer and servicing agreements	124
Trust Indenture Act	66
U.S. holder	151
U.S. person	I-4
UCC	139
underlying trust	1, 48
underlying trustee	1
variable rate debt instrument	155
yield supplement overcollateralization amount	11

167

ANNEX I

Global Clearance, Settlement and
Tax Documentation Procedures

Except in certain limited circumstances, the notes (the “Global Securities”) will be available only in book-entry form.  Investors in the Global Securities may hold such Global Securities through The Depository Trust Company (“DTC”), Euroclear or Clearstream.  The Global Securities will be tradable as home market instruments in both the European and U.S. domestic markets.  Initial settlement and all secondary trades will settle in same-day funds.

Secondary market trading between investors holding Global Securities through Euroclear and Clearstream will be conducted in the ordinary way in accordance with their normal rules and operating procedures and in accordance with conventional eurobond practice (i.e., seven calendar day settlement).

Secondary market trading between investors holding Global Securities through DTC will be conducted according to the rules and procedures applicable to U.S. corporate debt obligations.

Secondary cross-market trading between Euroclear or Clearstream and DTC participants holding Global Securities will be effected on a delivery-against-payment basis through the respective depositories of Euroclear and Clearstream (in such capacity) and as DTC participants.

Non-U.S. holders (as described below) of Global Securities will be subject to U.S. withholding taxes unless such holders meet certain requirements and deliver appropriate U.S. tax documents to the securities clearing organizations or their participants.

Initial Settlement

All Global Securities will be held in book-entry form by DTC in the name of Cede & Co. as nominee of DTC.  Investors’ interests in the Global Securities will be represented through financial institutions acting on their behalf as direct and indirect participants in DTC.  As a result, Euroclear and Clearstream will hold positions on behalf of their participants through their respective depositories, which in turn will hold such positions in accounts as DTC participants.

Investors electing to hold their Global Securities through DTC will follow DTC settlement practices.  Investors’ securities custody accounts will be credited with their holdings against payment in same-day funds on the settlement date.

Investors electing to hold their Global Securities through Euroclear or Clearstream accounts will follow the settlement procedures applicable to conventional eurobonds, except that there will be no temporary global security and no “lock-up” or restricted period.  Global Securities will be credited to the securities custody accounts on the settlement date against payments in same-day funds.

Secondary Market Trading

Since the purchaser determines the place of delivery, it is important to establish the time of the trade where both the purchaser’s and seller’s accounts are located to ensure that settlement can be made on the desired value date.

Trading between DTC Participants.  Secondary market trading between DTC participants will be settled using the procedures applicable to similar issues of securities in same-day funds.

I-1

Trading between Euroclear and/or Clearstream Participants.  Secondary market trading between Euroclear participants or Clearstream participants will be settled using the procedures applicable to conventional eurobonds in same-day funds.

Trading between DTC seller and Euroclear or Clearstream purchaser.  When Global Securities are to be transferred from the account of a DTC participant to the account of a Euroclear participant or a Clearstream participant, the purchaser will send instructions to Euroclear or Clearstream through a Euroclear participant or Clearstream participant at least one business day prior to settlement.  Euroclear or Clearstream, as the case may be, will instruct the respective depository to receive the Global Securities against payment.  Payment will include interest accrued on the Global Securities from and including the last coupon payment date to and excluding the settlement date.  Payment will then be made by the respective depository to the DTC participant’s account against delivery of the Global Securities.  After settlement has been completed, the Global Securities will be credited to the respective clearing system and by the clearing system, in accordance with its usual procedures, to the Euroclear participant’s or Clearstream participant’s account.  The Global Securities credit will appear the next day (European time) and the cash debit will be back-valued to, and the interest on the Global Securities will accrue from, the value date (which would be the preceding day when settlement occurred in New York).  If settlement is not completed on the intended value date (i.e., the trade fails), the Euroclear or Clearstream cash debit will be valued instead as of the actual settlement date.

Euroclear participants and Clearstream participants will need to make available to the respective clearing systems the funds necessary to process same-day funds settlement.  The most direct means of doing so is to pre-position funds for settlement, from either cash on hand or existing lines of credit, as they would for any settlement occurring within Euroclear or Clearstream.  Under this approach, they may take on credit exposure to Euroclear or Clearstream until the Global Securities are credited to their accounts one day later.

As an alternative, if Euroclear or Clearstream has extended a line of credit to them, Euroclear participants or Clearstream participants can elect to pre-position funds and allow that credit line to be drawn upon to finance settlement.  Under this procedure, Euroclear participants or Clearstream participants purchasing Global Securities would incur overdraft charges for one day, assuming they cleared the overdraft when the Global Securities were credited to their accounts.  However, interest on the Global Securities would accrue from the value date.  Therefore, in many cases the investment income on the Global Securities earned during that one-day period may substantially reduce or offset the amount of such overdraft charges, although this result will depend on each Euroclear participant’s or Clearstream participant’s particular cost of funds.

Since the settlement is taking place during New York business hours, DTC participants can employ their usual procedures for sending Global Securities to the respective depository for the benefit of Euroclear participants or Clearstream participants.  The sale proceeds will be available to the DTC seller on the settlement date.  Thus, to the DTC participant a cross-market transaction will settle no differently than a trade between two DTC participants.

Trading between Euroclear or Clearstream seller and DTC purchaser.  Due to time zone differences in their favor, Euroclear participants and Clearstream participants may employ their customary procedures for transactions in which Global Securities are to be transferred by the respective clearing system, through the respective depository, to a DTC participant.  The seller will send instructions to Euroclear or Clearstream through a Euroclear participant or Clearstream participant at least one business day prior to settlement.  In these cases, Euroclear or Clearstream, as appropriate, will instruct the respective depository to deliver the notes to the DTC participant’s account against payment.  Payment will include interest accrued on the Global Securities from and including the last coupon payment date to

I-2

and excluding the settlement date.  The payment will then be reflected in the account of the Euroclear participant or Clearstream participant the following day, and receipt of the cash proceeds in the Euroclear participant’s or Clearstream participant’s account would be back-valued to the value date (which would be the preceding day, when settlement occurred in New York).  Should the Euroclear participant or Clearstream participant have a line of credit with its respective clearing system and elect to be in debit in anticipation of receipt of the sale proceeds in its account, the back-valuation will extinguish any overdraft charges incurred over that one-day-period.  If settlement is not completed on the intended value date (i.e., the trade fails), receipt of the cash proceeds in the Euroclear participant’s or Clearstream participant’s account would instead be valued as of the actual settlement date.  Finally, day traders that use Euroclear or Clearstream and that purchase Global Securities from DTC participants for delivery to Euroclear participants or Clearstream participants should note that these trades would automatically fail on the sale side unless affirmative action were taken.  At least three techniques should be readily available to eliminate this potential problem:

·borrowing through Euroclear or Clearstream for one day (until the purchase side of the day trade is reflected in their Euroclear or Clearstream accounts) in accordance with the clearing system’s customary procedures;

·borrowing the Global Securities in the U.S. from a DTC participant no later than one day prior to settlement, which would give the Global Securities sufficient time to be reflected in their Euroclear or Clearstream account in order to settle the sale side of the trade; or

·staggering the value dates for the buy and sell sides of the trade so that the value date for the purchase from the DTC participant is at least one day prior to the value date for the sale to the Euroclear participant or Clearstream participant.

Certain U.S. Federal Income Tax Documentation Requirements

A beneficial owner of Global Securities holding securities through Euroclear or Clearstream (or through DTC if the holder has an address outside the U.S.) will be subject to the 30% U.S. withholding tax that generally applies to payments of interest (including original issue discount) on registered debt issued by U.S. persons, unless (i) each clearing system, bank or other financial institution that holds customers’ securities in the ordinary course of its trade or business in the chain of intermediaries between such beneficial owner and the U.S. entity required to withhold tax complies with applicable certification requirements and (ii) such beneficial owner takes one of the following steps to obtain an exemption or reduced tax rate:

Exemption for non-U.S. Persons (Form W-8BEN).  Beneficial owners of Global Securities that are non-U.S. persons can obtain a complete exemption from the withholding tax by filing a signed Form W-8BEN (for an individual) or Form W-8BEN-E (for an entity), in each case a Certificate of Foreign Status of Beneficial Owner for United States Tax Withholding.  If the information shown on Form W-8BEN or W-8BEN-E changes, a new Form W-8BEN or W-8BEN-E must be filed within 30 days of such change.

Exemption for non-U.S. Persons with effectively connected income (Form W-8ECI).  A non-U.S. person, including a non-U.S. corporation or bank with a U.S. branch, for which the interest income is effectively connected with its conduct of a trade or business in the United States, can obtain an exemption from the withholding tax by filing Form W-8ECI (Certificate of Foreign Person’s Claim That Income Is Effectively Connected With the Conduct of a Trade or Business in the United States).

I-3

Exemption or reduced rate for non-U.S. Persons resident in treaty countries (Form W-8BEN and W-8BEN-E).  Beneficial owners of Global Securities that are non-U.S. persons residing in a country that has a tax treaty with the United States can obtain an exemption or reduced tax rate (depending on the treaty terms) by filing Form W-8BEN (for an individual) or Form W-8BEN-E (for an entity), in each case a Certificate of Foreign Status of Beneficial Owner for United States Tax Withholding.

Exemption for U.S. Persons (Form W-9).  U.S. persons can obtain a complete exemption from the withholding tax by filing Form W-9 (Request for Taxpayer Identification Number and Certification).

U.S. Federal Income Tax Reporting Procedures.  The beneficial owner of a Global Security or in the case of a Form W-8BEN, Form W-8BEN-E, or a Form W-8ECI filer, its agent, files by submitting the appropriate form to the person through whom it holds (the clearing agency, in the case of persons holding directly on the books of the clearing agency).  Form W-8BEN, Form W-8BEN-E, and Form W-8ECI are effective until the third succeeding calendar year from the date the form is signed.

The term “U.S. person” means (i) a citizen or resident of the United States, (ii) a corporation or partnership (or other business entity treated as such) created or organized in or under the laws of the United States, any state or political subdivision thereof or the District of Columbia, (iii) an estate the income of which is includible in gross income for United States federal income tax purposes, regardless of its source or (iv) a trust if a court within the United States is able to exercise primary supervision over the administration of the trust and one or more United States persons have the authority to control all substantial decisions of the trust.  Notwithstanding the preceding sentence, to the extent provided in Treasury regulations, certain trusts in existence on August 20, 1996, and treated as United States persons under the United States Internal Revenue Code and applicable Treasury regulations thereunder prior to such date, that elect to continue to be treated as United States persons under the Internal Revenue Code or applicable Treasury regulations thereunder also will be a U.S. person.  This summary does not deal with all aspects of U.S. Federal income tax withholding that may be relevant to foreign holders of the Global Securities.  Investors are advised to consult their own tax advisors for specific tax advice concerning their holding and disposing of the Global Securities.

I-4

ANNEX II

STATIC POOL INFORMATION

This static pool information regarding delinquencies, cumulative losses and prepayments and summary pool characteristics are presented for the pool of contracts relating to each prior securitization transaction sponsored by the sponsor during the five years preceding the date of this prospectus.  The static pool information is provided for illustrative purposes only and there is no assurance that the delinquency, cumulative loss and prepayment experience of the contracts held by the issuing entity will be similar to the delinquency, cumulative loss and prepayment experience of the sponsor’s prior securitized pools of contracts.  The summary characteristics for each prior securitized pool of contracts in this Annex II describe the pool of contracts as of the cutoff date for such pool.

II-1

SUMMARY CHARACTERISTICS

Pool characteristics as of the related cutoff date

	2010-1			20[ ]-[ ]	20[ ]-[ ]	20[ ]-[ ]	20[ ]-[ ]	20[ ]-[ ]	20[ ]-[ ]
Closing Date	November 23, 2010
Cutoff Date	Cutoff Date
Number of Contracts	51,270
Initial Pool Balance	$	670,765,786
Avg Contract Balance	$	13,083.01
Minimum Contract Balance	508.45
Maximum Contract Balance	54,386.27
Weighted Avg Contract Interest Rate	12.23		%
Minimum Contract Interest Rate	1.00		%
Maximum Contract Interest Rate	25.49		%
Weighted Avg Original Term (months)	73
Minimum Original Term	12
Maximum Original Term	84
Weighted Avg Remaining Term (months)	66
Minimum Remaining Term	3
Maximum Remaining Term	84
Weighted Avg FICO® Score*	704
Minimum FICO® Score	476
Maximum FICO® Score	838
FICO® Score less than 640	15.78		%
No Down Payment	9.12		%
Down Payment Less Than 10%	4.85		%
Initial Contracts Secured By New Motorcycles	68.35		%
Initial Contracts Secured By Used Motorcycles	31.65		%
Distribution by Contract Interest Rate:
0 - 5.000%	2.64		%
5.001 - 10.000%	34.78		%
10.001 - 15.000%	38.95		%
15.001 - 20.000%	14.75		%
20.001 - 25.000%	8.86		%
25.001 - 30.000%	0.01		%
Geographic Distribution (>=5%)
	TX 11.65		%
	CA 7.66		%
	FL 6.41		%

* FICO® scores with respect to any contract are as of origination.

II-2

POOL FACTORS

A pool factor equals the pool balance at the end of the related period divided by the initial pool balance.  Information is reported as of [             , 20  ].

Month	2010-1	20[ ]-[ ]	20[ ]-[ ]	20[ ]-[ ]	20[ ]-[ ]	20[ ]-[ ]	20[ ]-[ ]
1	0.9738
2	0.9490
3	0.9249
4	0.8983
5	0.8646
6	0.8348
7	0.8058
8	0.7768
9	0.7490
10	0.7205
11	0.6945
12	0.6702
13	0.6480
14	0.6260
15	0.6049
16	0.5830
17	0.5572
18	0.5328
19	0.5100
20	0.4885
21	0.4682
22	0.4478
23	0.4302
24	0.4122
25	0.3964
26	0.3819
27	0.3666
28	0.3513
29	0.3335
30	0.3157
31	0.2995
32	0.2845
33	0.2689
34	0.2549
35	0.2418
36	0.2287
37	0.2182
38	0.2074
39	0.1972
40	0.1866
41	0.1745
42	0.1641
43	0.1540
44	0.1447
45	0.1357
46	0.1268
47	0.1184
48	0.1109
49	0.1040
50	0.0974
51
52
53
54
55
56
57
58
59
60

II-3

DELINQUENCIES

30 Day Delinquencies

Principal balance of contracts that are 30 days delinquent at the end of the related period (assuming 30-day months), divided by the pool balance at the beginning of such period.  Information is reported as of [             , 20  ].

Month	2010-1		20[ ]-[ ]	20[ ]-[ ]	20[ ]-[ ]	20[ ]-[ ]	20[ ]-[ ]	20[ ]-[ ]
1	0.71	%
2	0.99	%
3	1.01	%
4	0.92	%
5	0.80	%
6	0.89	%
7	0.89	%
8	1.15	%
9	1.24	%
10	1.36	%
11	1.47	%
12	1.48	%
13	1.52	%
14	1.42	%
15	1.39	%
16	1.16	%
17	1.17	%
18	1.28	%
19	1.43	%
20	1.45	%
21	1.69	%
22	1.61	%
23	2.00	%
24	2.15	%
25	2.25	%
26	2.43	%
27	2.19	%
28	2.30	%
29	2.02	%
30	2.07	%
31	2.02	%
32	2.38	%
33	2.37	%
34	2.70	%
35	2.81	%
36	2.70	%
37	2.75	%
38	2.92	%
39	2.63	%
40	2.66	%
41	2.20	%
42	2.47	%
43	2.78	%
44	2.79	%
45	3.01	%
46	3.15	%
47	3.36	%
48	3.15	%
49	3.96	%
50	3.85	%
51
52
53
54
55
56
57
58
59
60

II-4

DELINQUENCIES

60 Day Delinquencies

Principal balance of contracts that are 60 days delinquent at the end of the related period (assuming 30-day months), divided by the pool balance at the beginning of such period.  Information is reported as of [             , 20  ].

Month	2010-1		20[ ]-[ ]	20[ ]-[ ]	20[ ]-[ ]	20[ ]-[ ]	20[ ]-[ ]	20[ ]-[ ]
1	0.00	%
2	0.26	%
3	0.34	%
4	0.27	%
5	0.25	%
6	0.27	%
7	0.30	%
8	0.36	%
9	0.42	%
10	0.42	%
11	0.53	%
12	0.55	%
13	0.62	%
14	0.65	%
15	0.56	%
16	0.43	%
17	0.34	%
18	0.36	%
19	0.44	%
20	0.52	%
21	0.47	%
22	0.56	%
23	0.60	%
24	0.74	%
25	0.78	%
26	0.89	%
27	0.95	%
28	0.63	%
29	0.56	%
30	0.71	%
31	0.63	%
32	0.67	%
33	0.75	%
34	0.68	%
35	0.91	%
36	0.82	%
37	1.02	%
38	1.05	%
39	1.02	%
40	0.89	%
41	0.66	%
42	0.64	%
43	0.74	%
44	1.01	%
45	0.95	%
46	0.86	%
47	1.01	%
48	1.30	%
49	1.17	%
50	1.36	%
51
52
53
54
55
56
57
58
59
60

II-5

DELINQUENCIES

90 Day Delinquencies

Principal balance of contracts that are 90 days delinquent at the end of the related period (assuming 30-day months), divided by the pool balance at the beginning of such period.  Information is reported as of [             , 20  ].

Month	2010-1		20[ ]-[ ]	20[ ]-[ ]	20[ ]-[ ]	20[ ]-[ ]	20[ ]-[ ]	20[ ]-[ ]
1	0.00	%
2	0.00	%
3	0.18	%
4	0.20	%
5	0.15	%
6	0.15	%
7	0.17	%
8	0.19	%
9	0.20	%
10	0.26	%
11	0.25	%
12	0.32	%
13	0.35	%
14	0.41	%
15	0.44	%
16	0.34	%
17	0.23	%
18	0.18	%
19	0.24	%
20	0.25	%
21	0.36	%
22	0.33	%
23	0.41	%
24	0.39	%
25	0.47	%
26	0.52	%
27	0.50	%
28	0.49	%
29	0.36	%
30	0.27	%
31	0.39	%
32	0.34	%
33	0.40	%
34	0.54	%
35	0.42	%
36	0.55	%
37	0.54	%
38	0.54	%
39	0.58	%
40	0.51	%
41	0.36	%
42	0.35	%
43	0.32	%
44	0.43	%
45	0.61	%
46	0.52	%
47	0.54	%
48	0.39	%
49	0.61	%
50	0.71	%
51
52
53
54
55
56
57
58
59
60

II-6

DELINQUENCIES (continued)

120 Day Delinquencies

Principal balance of contracts that are 120 days delinquent at the end of the related period (assuming 30-day months), divided by the pool balance at the beginning of such period.  Information is reported as of [             , 20  ].

Month	2010-1		20[ ]-[ ]	20[ ]-[ ]	20[ ]-[ ]	20[ ]-[ ]	20[ ]-[ ]	20[ ]-[ ]
1	0.00	%
2	0.00	%
3	0.00	%
4	0.11	%
5	0.12	%
6	0.09	%
7	0.09	%
8	0.12	%
9	0.12	%
10	0.14	%
11	0.17	%
12	0.17	%
13	0.20	%
14	0.22	%
15	0.24	%
16	0.26	%
17	0.18	%
18	0.13	%
19	0.12	%
20	0.16	%
21	0.17	%
22	0.25	%
23	0.24	%
24	0.25	%
25	0.25	%
26	0.32	%
27	0.41	%
28	0.35	%
29	0.33	%
30	0.22	%
31	0.18	%
32	0.26	%
33	0.22	%
34	0.31	%
35	0.40	%
36	0.31	%
37	0.43	%
38	0.46	%
39	0.40	%
40	0.43	%
41	0.28	%
42	0.25	%
43	0.17	%
44	0.16	%
45	0.31	%
46	0.40	%
47	0.33	%
48	0.41	%
49	0.31	%
50	0.40	%
51
52
53
54
55
56
57
58
59
60

II-7

DELINQUENCIES (continued)

60+ Day Delinquencies

Principal balance of contracts that are 60 or more days delinquent at the end of the related period (assuming 30-day months), divided by the pool balance at the beginning of such period.  Information is reported as of [             , 20  ].

Month	2010-1		201[ ]-[ ]	201[ ]-[ ]	201[ ]-[ ]	201[ ]-[ ]	201[ ]-[ ]	201[ ]-[ ]
1	0.00	%
2	0.26	%
3	0.52	%
4	0.58	%
5	0.52	%
6	0.51	%
7	0.56	%
8	0.68	%
9	0.74	%
10	0.82	%
11	0.95	%
12	1.04	%
13	1.17	%
14	1.28	%
15	1.24	%
16	1.03	%
17	0.75	%
18	0.68	%
19	0.80	%
20	0.94	%
21	1.00	%
22	1.15	%
23	1.25	%
24	1.37	%
25	1.49	%
26	1.72	%
27	1.86	%
28	1.46	%
29	1.26	%
30	1.19	%
31	1.20	%
32	1.26	%
33	1.38	%
34	1.53	%
35	1.72	%
36	1.68	%
37	1.99	%
38	2.04	%
39	2.00	%
40	1.83	%
41	1.30	%
42	1.23	%
43	1.23	%
44	1.59	%
45	1.87	%
46	1.79	%
47	1.88	%
48	2.09	%
49	2.10	%
50	2.47	%
51
52
53
54
55
56
57
58
59
60

II-8

DELINQUENCIES (continued)

90+ Day Delinquencies

Principal balance of contracts that are 90 or more days delinquent at the end of the related period (assuming 30-day months), divided by the pool balance at the beginning of such period.  Information is reported as of [             , 20  ].

Month	2010-1		201[ ]-[ ]	201[ ]-[ ]	201[ ]-[ ]	201[ ]-[ ]	201[ ]-[ ]	201[ ]-[ ]
1	0.00	%
2	0.00	%
3	0.18	%
4	0.31	%
5	0.27	%
6	0.24	%
7	0.26	%
8	0.31	%
9	0.32	%
10	0.40	%
11	0.41	%
12	0.49	%
13	0.55	%
14	0.63	%
15	0.68	%
16	0.60	%
17	0.41	%
18	0.31	%
19	0.37	%
20	0.41	%
21	0.53	%
22	0.58	%
23	0.65	%
24	0.64	%
25	0.71	%
26	0.83	%
27	0.91	%
28	0.84	%
29	0.69	%
30	0.49	%
31	0.56	%
32	0.60	%
33	0.63	%
34	0.85	%
35	0.81	%
36	0.86	%
37	0.97	%
38	0.99	%
39	0.97	%
40	0.94	%
41	0.64	%
42	0.59	%
43	0.50	%
44	0.59	%
45	0.92	%
46	0.92	%
47	0.86	%
48	0.80	%
49	0.92	%
50	1.11	%
51
52
53
54
55
56
57
58
59
60

II-9

CUMULATIVE NET LOSSES

Cumulative Net Losses

Cumulative losses represent the aggregative principal balance of liquidated contracts, less recoveries, divided by the initial pool balance.  Information is reported as of [             , 20  ].

Month	2010-1		20[ ]-[ ]	20[ ]-[ ]	20[ ]-[ ]	20[ ]-[ ]	20[ ]-[ ]	20[ ]-[ ]
1	0.00	%
2	0.01	%
3	0.03	%
4	0.07	%
5	0.18	%
6	0.26	%
7	0.31	%
8	0.36	%
9	0.43	%
10	0.50	%
11	0.58	%
12	0.69	%
13	0.79	%
14	0.89	%
15	0.98	%
16	1.06	%
17	1.13	%
18	1.18	%
19	1.17	%
20	1.19	%
21	1.22	%
22	1.26	%
23	1.32	%
24	1.36	%
25	1.44	%
26	1.49	%
27	1.58	%
28	1.64	%
29	1.67	%
30	1.70	%
31	1.70	%
32	1.72	%
33	1.75	%
34	1.78	%
35	1.81	%
36	1.86	%
37	1.88	%
38	1.92	%
39	1.98	%
40	1.99	%
41	2.03	%
42	2.01	%
43	2.01	%
44	1.99	%
45	1.98	%
46	1.99	%
47	2.01	%
48	2.02	%
49	2.02	%
50	2.02	%
51
52
53
54
55
56
57
58
59
60

II-10

One-Month ABS Speed

The ABS Speed is a measurement of the non-scheduled amortization of the pool of contracts and is derived by calculating a monthly single month mortality rate, or SMM, which is the sum of the nonscheduled reduction in the pool of contracts, including prepayments and defaults, divided by the beginning of month pool balance less any scheduled payments received. The scheduled principal is calculated assuming the contracts have been aggregated into one pool. The  non-scheduled amortization is assumed to be the difference between the beginning pool balance less the scheduled principal minus the actual ending pool balance. The SMM is converted into the ABS Speed by dividing (a) the product of 100 and the SMM by (b) the sum of (i) 100 and (ii) the SMM multiplied by the age of the pool.  The age of the pool is the age of the pool as of the end of the prior calendar month.  Information is reported as of [             , 20  ].

Month	2010-1		20[ ]-[ ]	20[ ]-[ ]	20[ ]-[ ]	20[ ]-[ ]	20[ ]-[ ]	20[ ]-[ ]
1	1.42	%
2	1.29	%
3	1.24	%
4	1.50	%
5	2.03	%
6	1.80	%
7	1.76	%
8	1.79	%
9	1.73	%
10	1.81	%
11	1.71	%
12	1.60	%
13	1.46	%
14	1.47	%
15	1.39	%
16	1.52	%
17	1.81	%
18	1.75	%
19	1.67	%
20	1.62	%
21	1.56	%
22	1.59	%
23	1.41	%
24	1.46	%
25	1.29	%
26	1.23	%
27	1.33	%
28	1.35	%
29	1.56	%
30	1.56	%
31	1.48	%
32	1.45	%
33	1.53	%
34	1.43	%
35	1.39	%
36	1.44	%
37	1.20	%
38	1.25	%
39	1.22	%
40	1.31	%
41	1.46	%
42	1.35	%
43	1.33	%
44	1.31	%
45	1.30	%
46	1.32	%
47	1.32	%
48	1.25	%
49	1.19	%
50	1.20	%
51
52
53
54
55
56
57
58
59
60

II-11

CUMULATIVE NET LOSSES

(1) Delinquencies represent the aggregate outstanding principal balance of the delinquent contracts as of the end of the month (assuming 30-day months), as a percentage of the beginning of period aggregate pool balance.

(2) Cumulative Net Losses represent the aggregate outstanding principal balance of contracts that have been liquidated to date, as a percentage of the initial pool balance.

(3) Monthly Prepayments represent non-scheduled amortization of the pool of contracts.  It is derived by calculating a monthly single month mortality rate, or SMM, which is the sum of the nonscheduled reduction in the pool of contracts, including prepayments and defaults, divided by the beginning of month pool balance less any scheduled payments received.  The scheduled principal is calculated assuming the contracts have been aggregated into one pool.  The non-scheduled amortization is assumed to be the difference between the beginning pool balance less the scheduled principal minus the actual ending pool balance.  The SMM is converted into the ABS speed by dividing (a) the product of 100 and the SMM by (b) the sum of (i) 100 and (ii) the SMM multiplied by the age of the pool.  The age of the pool is the age of the pool as of the end of the prior calendar month.

(4) Monthly Pool Factor represents the pool balance at the end of the period, divided by the initial pool balance.

II-12

Until 90 days after the date of this prospectus, all dealers effecting transactions in the notes offered by this prospectus, whether or not participating in this distribution, may be required to deliver this prospectus.  This is in addition to the obligation of dealers to deliver this prospectus when acting as underwriters and with respect to their unsold allotments or subscriptions.

Harley-Davidson Motorcycle Trust [         ]

Issuing Entity

$[                      ] Motorcycle Contract Backed Notes

Harley-Davidson Customer Funding Corp.

Depositor

Harley-Davidson Credit Corp.

Seller, Servicer and Sponsor

PROSPECTUS

                 , 20[  ]

[Underwriters]

You should rely only on the information in or incorporated by reference into this prospectus.  We have not authorized anyone to give you different information.  You should not rely on the accuracy of the information in this prospectus for any date other than its date.  We are not offering the notes in any state where their offer is not permitted.

PART II

Information Not Required In Prospectus

Item 12.          Other Expenses of Issuance and Distribution

The following is an itemized list of the estimated expenses to be incurred in connection with the offering of the notes being offered hereunder other than underwriting discounts and commissions.

SEC Registration Fee	$	260,000
Printing and Engraving Expenses	$	182,000
Trustee Fees and Expenses	$	91,000
Legal Fees and Expenses	$	390,000
Blue Sky Fees and Expenses	$	6,500
Accountants’ Fees and Expenses	$	162,500
Rating Agency Fees	$	1,430,000
Miscellaneous Fees	$	32,500
Total	$	2,554,500

Item 13.          Indemnification of Directors and Officers

The Nevada General Corporation Law gives Nevada corporations broad powers to indemnify their present and former directors and officers and those affiliated corporations against expenses incurred in the defense of any lawsuit to which they are made parties by reason of being or having been such directors or officers, subject to specified conditions and exclusions; gives a director or officer who successfully defends an action the right to be so indemnified; and authorizes said corporation to buy director’s and officers’ liability insurance.  The registrant’s articles of incorporation authorize the registrant to indemnify its officers and directors to the maximum extent permitted by the Nevada General Corporation Law; provided that any indemnification payments are limited to the extent of funds actually received by the registrant in excess of funds necessary to pay in full all outstanding securities rated by a nationally recognized rating agency.  Such indemnification is not exclusive of any other right to which those indemnified may be entitled under any bylaw, agreement, vote of stockholders or otherwise.

The registrant has also purchased liability policies which indemnify the registrant’s officers and directors against loss arising from claims by reason of their legal liability for acts as officers and directors, subject to limitations and conditions as set forth in the policies.

Pursuant to agreements which the registrant may enter into with underwriters or agents (forms of which will be included as exhibits to this registration statement), officers and directors of the registrant, and affiliates thereof, may be entitled to indemnification by such underwriters or agents against certain liabilities, including liabilities under the Securities Act of 1933, as amended, arising from information which has been or will be furnished to the registrant by such underwriters or agents that appears in the registration statement or any prospectus.

Item 14.          Exhibits

Exhibits

1.1	Form of Underwriting Agreement for the Notes.
3.1	Articles of Incorporation of the depositor (Filed as Exhibit 3.1 to the depositor’s Registration Statement on Form S-3 (Reg. No. 333-37550) and incorporated herein by reference).

3.2	Bylaws of the depositor (Filed as Exhibit 3.2 to the depositor’s Registration Statement on Form S-3 (Reg. No. 333-37550) and incorporated herein by reference).
4.1	Form of Trust Agreement between the depositor and the owner trustee (including form of certificate).
4.2	Form of Indenture between the trust and the indenture trustee (including form of notes).
4.3	Form of Asset Representations Review Agreement.
4.4	Form of Underlying Trust Agreement (including form of underlying certificate).
5.1	Opinion of Foley & Lardner LLP with respect to legality.
5.2	Opinion of Morris James LLP with respect to legality.
8.1	Opinion of Foley & Lardner LLP with respect to tax matters.
10.1	Form of Transfer and Sale Agreement between the seller and the depositor.
10.2	Form of Sale and Servicing Agreement among the trust, the depositor, the servicer and the indenture trustee.
10.3	Form of Administration Agreement between the trust, the administrator, the depositor and the indenture trustee.
23.1	Consent of Foley & Lardner LLP (included as part of Exhibit 5.1).
23.2	Consent of Foley & Lardner LLP (included as part of Exhibit 8.1).
23.3	Consent of Morris James LLP (included as part of Exhibit 5.2).
24.1	Powers of Attorney (included on signature page).
25.1	Statement of Eligibility and Qualification under the Trust Indenture Act of 1939 of indenture trustee.*
36.1	Form of Depositor certification for shelf offerings of asset-backed securities.

* To be filed pursuant to Section 305(b)(2) of the Trust Indenture Act at the time of an offering of notes.

Item 15.          Undertakings

(a) The undersigned registrant on Form SF-3 hereby undertakes:

(1) To file, during any period in which offers or sales are being made, a post-effective amendment to this registration statement:

(i) to include any prospectus required by Section 10(a)(3) of the Securities Act of 1933, as amended (the “Securities Act”);

(ii) to reflect in the prospectus any facts or events arising after the effective date of the registration statement (or the most recent post-effective amendment hereof) which, individually or in the aggregate, represent a fundamental change in the information set forth in the registration statement. Notwithstanding the foregoing, any increase or decrease in volume of securities offered (if the total dollar value of securities offered would not exceed that which was registered) and any deviation from the low or high end of the estimated maximum offering range may be reflected in the form of prospectus filed with the Securities and Exchange Commission (the “Commission”) pursuant to Rule 424(b) if, in the aggregate, the changes in volume and price represent no more than a 20 percent change in the maximum aggregate offering price set forth in the “Calculation of Registration Fee” table in the effective registration statement; and

(iii) to include any material information with respect to the plan of distribution not previously disclosed in the registration statement or any material change to such information in the registration statement;

provided, however, that paragraphs (i), (ii) and (iii) of this section do not apply if the information required to be included in a post-effective amendment by those paragraphs is contained in reports filed with or furnished to the Commission by the registrant pursuant to Section 13 or Section 15(d) of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), that are incorporated by reference in the registration statement, or is contained in a form of prospectus filed pursuant to Rule 424(b) (§ 230.424(b)) that is part of the registration statement;  provided, further, however , that paragraphs (i) and (ii) above will not apply if the information required to be included in a post-effective amendment is provided pursuant to Item 1100(c) of Regulation AB (§229.1100(c)).

(2) That, for the purpose of determining any liability under the Securities Act, each such post-effective amendment shall be deemed to be a new registration statement relating to the securities offered therein, and the offering of such securities at that time shall be deemed to be the initial bona fide offering thereof.

(3) To remove from registration by means of a post-effective amendment any of the securities being registered which remain unsold at the termination of the offering.

(4) That, for the purpose of determining liability under the Securities Act to any purchaser:

(i) If the registrant is relying on §230.430D:

(A) Each prospectus filed by the registrant pursuant to §230.424(b)(3) and (h) shall be deemed to be part of the registration statement as of the date the filed prospectus was deemed part of and included in the registration statement; and

(B) Each prospectus required to be filed pursuant to §230.424(b)(2), (b)(5), or (b)(7) as part of a registration statement in reliance on §230.430D relating to an offering made pursuant to §230.415(a)(1)(vii) or (a)(1)(xii) for the purpose of providing the information required by section 10(a) of the Securities Act of 1933 (15 U.S.C. 77j(a)) shall be deemed to be part of and included in the registration statement as of the earlier of the date such form of prospectus is first used after effectiveness or the date of the first contract of sale of securities in the offering described in the prospectus. As provided in §230.430D, for liability purposes of the issuer and any person that is at that date an underwriter, such date shall be deemed to be a new effective date of the registration statement relating to the securities in the registration statement to which that prospectus relates, and the offering of such securities at that time shall be deemed to be the initial bona fide offering thereof. Provided, however, that no statement made in a registration statement or prospectus that is part of the registration statement or made in a document incorporated or deemed incorporated by reference into the registration statement or prospectus that is part of the registration statement will, as to a purchaser with a time of contract of sale prior to such effective date, supersede or modify any statement that was made in the registration statement or prospectus that was part of the registration statement or made in any such document immediately prior to such effective date.

(5) If the registrant is relying on §230.430D, to file the information previously omitted from the prospectus filed as part of an effective registration statement in accordance with §230.424(h) and §230.430D.

(6) That, for the purpose of determining liability of the registrant under the Securities Act to any purchaser in the initial distribution of the securities:

The undersigned registrant undertakes that in a primary offering of securities of the undersigned registrant pursuant to this registration statement, regardless of the underwriting method used to sell the securities to the purchaser, if the securities are offered or sold to such purchaser by means of any of the following communications, the undersigned registrant will be a seller to the purchaser and will be considered to offer or sell such securities to such purchaser:

(i) Any preliminary prospectus or prospectus of the undersigned registrant relating to the offering required to be filed pursuant to Rule 424 (§ 230.424);

(ii) Any free writing prospectus relating to the offering prepared by or on behalf of the undersigned registrant or used or referred to by the undersigned registrant;

(iii) The portion of any other free writing prospectus relating to the offering containing material information about the undersigned registrant or its securities provided by or on behalf of the undersigned registrant; and

(iv) Any other communication that is an offer in the offering made by the undersigned registrant to the purchaser.

(b) The undersigned registrant hereby undertakes that, for purposes of determining any liability under the Securities Act, each filing of the registrant’s annual report pursuant to Section 13(a) or Section 15(d) of the Exchange Act that is incorporated by reference in the registration statement shall be deemed to be a new registration statement relating to the securities offered therein, and the offering of such securities at that time shall be deemed to be the initial bona fide offering thereof.

(c) [Not applicable]

(d) [Not applicable]

(e) [Not applicable]

(f) [Not applicable]

(g) [Not applicable]

(h) Insofar as indemnification for liabilities arising under the Securities Act may be permitted to directors, officers and controlling persons of the registrant pursuant to the provisions described under Item 13 above, or otherwise, the registrant has been advised that in the opinion of the Commission such indemnification is against public policy as expressed in the Securities Act and is, therefore, unenforceable. In the event that a claim for indemnification against such liabilities (other than the payment by the registrant of expenses incurred or paid by a director, officer or controlling person of the registrant in the successful defense of any action, suit or proceeding) is asserted by such director, officer or controlling person in connection with the securities being registered, the registrant will, unless in the opinion of its counsel the matter has been settled by controlling precedent, submit to a court of appropriate jurisdiction the question whether such indemnification by it is against public policy as expressed in the Securities Act and will be governed by the final adjudication of such issue.

(i) The undersigned registrant hereby undertakes that:

(1) For purposes of determining any liability under the Securities Act, the information omitted from the form of prospectus filed as part of this registration statement in reliance upon Rule 430A and contained in a form of prospectus filed by the registrant pursuant to Rule 424(b)(1) or (4) or 497(h) under the Securities Act shall be deemed to be part of this registration statement as of the time it was declared effective.

(2) For the purpose of determining any liability under the Securities Act, each post-effective amendment that contains a form of prospectus shall be deemed to be a new registration statement relating to the securities offered therein, and the offering of such securities at that time shall be deemed to be the initial bona fide offering thereof.

(j) The undersigned registrant hereby undertakes to file an application for the purpose of determining the eligibility of the trustee to act under subsection (a) of Section 310 of the Trust Indenture Act (the “Act”) in accordance with the rules and regulations prescribed by the Commission under Section 305(b)(2) of the Act.

(k) The undersigned registrant hereby undertakes that, for purposes of determining any liability under the Securities Act, each filing of the annual report pursuant to section 13(a) or section 15(d) of the Exchange Act of a third party that is incorporated by reference in the registration statement in accordance with Item 1100(c)(1) of Regulation AB (17 CFR 229.1100(c)(1)) shall be deemed to be a new registration statement relating to the securities offered therein, and the offering of such securities at that time shall be deemed to be the initial bona fide offering thereof.

Signatures

Pursuant to the requirements of the Securities Act of 1933, as amended, the registrant certifies that it has reasonable grounds to believe that it meets all of the requirements for filing on Form SF-3 and has duly caused this Amendment No. 2 to its registration statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Chicago, State of Illinois, on March 24, 2016.

Harley-Davidson Customer Funding Corp.
By:	/s/ James Darrell Thomas
Name:	James Darrell Thomas
Title:	Vice President, Treasurer and Assistant Secretary of the Registrant

Pursuant to the requirements of the Securities Act of 1933, as amended, this Amendment No. 2 to registration statement has been signed by the following persons in the capacities indicated on March 24, 2016:

Signature	Title
/s/ Lawrence G. Hund	Director and President of the registrant
Lawrence G. Hund	(Principal Executive Officer)
/s/ Ryan O. Green	Vice President and Chief Financial Officer of the registrant (Principal Accounting Officer and Principal Financial Officer)
Ryan O. Green
/s/ Donovan A. Langford, III	Director of the registrant
Donovan A. Langford, III
/s/ Frank B. Bilotta
Frank B. Bilotta	Director of the registrant

S-1

EXHIBIT INDEX

1.1	Form of Underwriting Agreement for the Notes.**
3.1	Articles of Incorporation of the depositor (Filed as Exhibit 3.1 to the depositor’s Registration Statement on Form S-3 (Reg. No. 333-37550) and incorporated herein by reference).
3.2	Bylaws of the depositor (Filed as Exhibit 3.2 to the depositor’s Registration Statement on Form S-3 (Reg. No. 333-37550) and incorporated herein by reference).
4.1	Form of Trust Agreement between the depositor and the owner trustee (including form of certificate).
4.2	Form of Indenture between the trust and the indenture trustee (including form of notes).
4.3	Form of Asset Representations Review Agreement.
4.4	Form of Underlying Trust Agreement (including form of underlying certificate).**
5.1	Opinion of Foley & Lardner LLP with respect to legality.**
5.2	Opinion of Morris James LLP with respect to legality.
8.1	Opinion of Foley & Lardner LLP with respect to tax matters.**
10.1	Form of Transfer and Sale Agreement between the seller and the depositor.
10.2	Form of Sale and Servicing Agreement among the trust, the depositor, the servicer and the indenture trustee.
10.3	Form of Administration Agreement between the trust, the administrator, the depositor and the indenture trustee.**
23.1	Consent of Foley & Lardner LLP (included as part of Exhibit 5.1).
23.2	Consent of Foley & Lardner LLP (included as part of Exhibit 8.1).
23.3	Consent of Morris James LLP (included as part of Exhibit 5.2).
24.1	Powers of Attorney (included on signature page).
25.1	Statement of Eligibility and Qualification under the Trust Indenture Act of 1939 of indenture trustee.*
36.1	Form of Depositor certification for shelf offerings of asset-backed securities.**

* To be filed pursuant to Section 305(b)(2) of the Trust Indenture Act at the time of an offering of notes.

** Previously filed.

E-1

EX-4.1

Exhibit 4.1

TRUST AGREEMENT

by and between

HARLEY-DAVIDSON CUSTOMER FUNDING CORP.,

as Trust Depositor,

and

[                                   ],

as Owner Trustee

Dated as of [                 ]

TABLE OF CONTENTS

		Page
ARTICLE ONE DEFINITIONS		1
Section 1.01.	Capitalized Terms	1
Section 1.02.	Other Definitional Provisions	4
Section 1.03.	Usage of Terms	4
Section 1.04.	Section References	4
Section 1.05.	Accounting Terms	4
ARTICLE TWO ORGANIZATION		5
Section 2.01.	Name	5
Section 2.02.	Office	5
Section 2.03.	Purposes and Powers	5
Section 2.04.	Appointment of Owner Trustee	6
Section 2.05.	Initial Capital Contribution of Owner Trust Estate	6
Section 2.06.	Declaration of Trust	6
Section 2.07.	Liability of Trust Depositor	7
Section 2.08.	Title to Trust Property	7
Section 2.09.	Situs of Trust	7
Section 2.10.	Representations and Warranties of the Trust Depositor	7
Section 2.11.	Tax Treatment	9
Section 2.12.	Texas State Tax Matters	11
ARTICLE THREE TRUST CERTIFICATES AND TRANSFER OF INTERESTS		12
Section 3.01.	Initial Ownership	12
Section 3.02.	The Trust Certificates	12
Section 3.03.	Authentication and Delivery of Trust Certificates	12
Section 3.04.	Registration of Transfer and Exchange of Trust Certificates	13
Section 3.05.	Mutilated, Destroyed, Lost or Stolen Trust Certificates	15
Section 3.06.	Person Deemed Owner	15
Section 3.07.	Access to List of Certificateholders’ Name and Address	15
Section 3.08.	Maintenance of Office or Agency	16
Section 3.09.	Trust Certificates	16
Section 3.10.	Appointment of Paying Agent	16
Section 3.11.	Ownership by Trust Depositor of Initial Trust Certificates	17
ARTICLE FOUR ACTIONS BY OWNER TRUSTEE AND CERTIFICATEHOLDERS		17
Section 4.01.	Prior Notice to Owners with Respect to Certain Matters	17
Section 4.02.	Action by Owners with Respect to Certain Matters	18
Section 4.03.	Action by Owners with Respect to Bankruptcy	18
Section 4.04.	Restrictions on Owners’ Power	18
Section 4.05.	Majority of the Trust Certificates Control	18
ARTICLE FIVE APPLICATION OF TRUST FUNDS; CERTAIN DUTIES		18
Section 5.01.	Establishment of Trust Account; Application of Trust Funds	18
Section 5.02.	Method of Payment	20
Section 5.03.	Accounting and Reports to the Certificateholders, Owners, the Internal Revenue Service and Others	20
Section 5.04.	Signature on Returns; Tax Matters Partner	20
ARTICLE SIX AUTHORITY AND DUTIES OF OWNER TRUSTEE		20
Section 6.01.	General Authority	20
Section 6.02.	General Duties	21
Section 6.03.	Action Upon Instruction	21
Section 6.04.	No Duties Except as Specified in this Agreement or in Instructions	22
Section 6.05.	No Action Except Under Specified Documents or Instructions	22

Section 6.06.	Restrictions	23
Section 6.07.	Pennsylvania Motor Vehicle Sales Finance Act Licenses	23
Section 6.08.	Succession to Rights of the Indenture Trustee	23
ARTICLE SEVEN CONCERNING THE OWNER TRUSTEE		23
Section 7.01.	Acceptance of Trusts and Duties	23
Section 7.02.	Furnishing of Documents	24
Section 7.03.	Representations and Warranties	25
Section 7.04.	Reliance; Advice of Counsel	25
Section 7.05.	Not Acting in Individual Capacity	26
Section 7.06.	Owner Trustee Not Liable for Trust Certificate, Notes or Contracts	26
Section 7.07.	Owner Trustee May Own Trust Certificate and Notes	27
ARTICLE EIGHT COMPENSATION OF OWNER TRUSTEE		27
Section 8.01.	Owner Trustee’s Fees and Expenses	27
Section 8.02.	Indemnification	27
Section 8.03.	Payments to the Owner Trustee	27
ARTICLE NINE TERMINATION OF TRUST AGREEMENT		28
Section 9.01.	Termination of Trust Agreement	28
ARTICLE TEN SUCCESSOR OWNER TRUSTEES AND ADDITIONAL OWNER TRUSTEES		29
Section 10.01.	Eligibility Requirements for Owner Trustee	29
Section 10.02.	Resignation or Removal of Owner Trustee	29
Section 10.03.	Successor Owner Trustee	30
Section 10.04.	Merger or Consolidation of Owner Trustee	30
Section 10.05.	Appointment of Co-Trustee or Separate Trustee	30
ARTICLE ELEVEN MISCELLANEOUS		32
Section 11.01.	Supplements and Amendments	32
Section 11.02.	No Legal Title to Trust Estate in Owners	33
Section 11.03.	Limitations on Rights of Others	33
Section 11.04.	Notices	33
Section 11.05.	Severability of Provisions	34
Section 11.06.	Counterparts	34
Section 11.07.	Successors and Assigns	34
Section 11.08.	Covenants of the Trust Depositor	34
Section 11.09.	No Petition	34
Section 11.10.	No Recourse	35
Section 11.11.	Headings	35
Section 11.12.	Governing Law	35
Section 11.13.	Trust Certificate Transfer Restrictions	35
Section 11.14.	Trust Depositor Payment Obligation	35

EXHIBITS

Exhibit A - Form of Certificate of Trust	A-1
Exhibit B - Form of Trust Certificate	B-1
[Exhibit C - Form of Underlying Trust Certificate	C-1]
Exhibit [C][D] - Form of Transferee Certificate	[C][D]-1

ii

TRUST AGREEMENT dated as of [                    ], between HARLEY-DAVIDSON CUSTOMER FUNDING CORP., a Nevada corporation, as Trust Depositor (the “Trust Depositor”), and [                     ], a [                      ], as owner trustee (the “Owner Trustee”).

WHEREAS, in connection herewith, the Owner Trustee is willing to accept the trust established hereby; and

[USE IF NO GRANTOR TRUST][WHEREAS, in connection herewith, the Trust Depositor is willing to purchase the initial Trust Certificate (as defined herein) to be issued pursuant to this Agreement and to assume certain obligations pursuant hereto;]

[USE IF GRANTOR TRUST][WHEREAS, the Trust will issue the Trust Certificates (as defined below) representing the residual interest in the Trust, which Trust Certificates will be sold to investors in one or more negotiated transactions;]

NOW, THEREFORE, the parties hereto hereby agree as follows:

ARTICLE ONE

DEFINITIONS

Section 1.01.        Capitalized Terms.

Except as otherwise provided in this Agreement, whenever used in this Agreement the following words and phrases, unless the context otherwise requires, shall have the following meanings:

“Administration Agreement” means the Administration Agreement, dated as of [           ], among the Trust, the Trust Depositor, the Indenture Trustee[, the Underlying Trust, the Underlying Trustee] and Harley-Davidson Credit, as administrator.

“Agreement” means this Trust Agreement, as the same may be amended and supplemented from time to time.

[“Beneficial Owner” shall mean the Person in whose name a Certificate is recorded as beneficial owner of such Certificate by a securities depository under a book-entry system, or by a participant or indirect participant in such securities depository, as the case may be.]

“Benefit Plan” means (i) an employee benefit plan (as such term is defined in Section 3(3) of ERISA) that is subject to the provisions of Title I of ERISA, (ii) a plan described in Section 4975(e)(1) of the Code or (iii) any entity whose underlying assets include plan assets by reason of an employee benefit plan’s or a plan’s investment in the entity.

1

“Business Day” means any day other than a Saturday, Sunday or other day on which banking institutions in  the cities of [                      ], [                  ], or New York, New York are authorized or obligated by law, executive order or governmental decree to be closed.

“Certificate Distribution Account” means the account established and maintained as such pursuant to Section 5.01.

“Certificate Interest” means, with respect to a Trust Certificate, the percentage specified on such Trust Certificate as the Certificate Interest, which percentage represents the beneficial interest of such Trust Certificate in the Trust.  [The initial Certificate Interest held by the Trust Depositor shall be 100%.]

“Certificate of Trust” means the Certificate of Trust filed for the Trust pursuant to Section 3810(a) of the Statutory Trust Statute, substantially in the form of Exhibit A hereto.

“Certificate Register” and “Certificate Registrar” mean the register maintained and the registrar (or any successor thereto) appointed pursuant to Section 3.04.

“Certificateholder” or “Holder” means with respect to a Trust Certificate the Person in whose name such Trust Certificate is registered in the Certificate Register.

“Clearing Agency” means an organization registered as a “Clearing Agency” pursuant to Section 17A of the Exchange Act.

“Code” means the Internal Revenue Code of 1986, as amended.

“ERISA” means the Employee Retirement Income Security Act of 1974, as amended.

“Exchange Act” means the Securities Exchange Act of 1934, as amended.

“Expenses” shall have the meaning assigned to such term in Section 8.02.

“Harley-Davidson Credit” means Harley-Davidson Credit Corp., a Nevada corporation.

“Indemnified Parties” shall have the meaning assigned to such term in Section 8.02.

“Indenture” means the Indenture, dated as of [                    ], between the Trust and [                       ].

“Owner” means each Holder of a Trust Certificate.

“Owner Trustee” means [                    ], a [                        ], not in its individual capacity but solely as owner trustee under this Agreement, and any successor Owner Trustee hereunder.

“Owner Trustee Corporate Trust Office” means the office of the Owner Trustee at which its corporate trust business shall be administered, which initially shall be [           ] Attn: [           ], or such other office at such other address as the Owner Trustee may designate from time to time

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by notice to each Certificateholder, the Servicer, the Indenture Trustee, the Trust Depositor and Harley-Davidson Credit.

“Paying Agent” means any paying agent or co-paying agent appointed pursuant to Section 3.10.

[“Percentage Interest”  shall mean, with respect to the Certificates, the proportion of (i) the aggregate nominal par amount represented by all issued and outstanding Certificates held by any Certificateholder or (if applicable) any group of Certificateholders to (ii) the aggregate nominal par amount represented by all issued and outstanding Certificates held by all Certificateholders.]

“Person” means any individual, corporation, estate, partnership, joint venture, association, joint stock company, trust (including any beneficiary thereof), unincorporated organization or government or any agency or political subdivision thereof.

“Qualified Institutional Buyer” means a “qualified institutional buyer” as defined in Rule 144A under the Securities Act.

“Record Date” means, with respect to any Distribution Date, the Business Day immediately preceding such Distribution Date.

“Sale and Servicing Agreement” means the Sale and Servicing Agreement, dated as of [             ], among the Trust, as Issuer, [the Underlying Trust,] the Trust Depositor, Harley-Davidson Credit, as servicer, and [                      ], as Indenture Trustee, as the same may be amended or supplemented from time to time.

“Secretary of State” means the Secretary of State of the State of Delaware.

“Statutory Trust Statute” means Chapter 38 of Title 12 of the Delaware Code, 12 Del. Code § 3801 et seq., as the same may be amended from time to time.

“Tax Matters Partner” shall have the meaning provided in Section [5.04(b)][2.11(f)] hereof.

“Treasury Regulations” means regulations, including proposed or temporary regulations, promulgated under the Code.  References herein to specific provisions of proposed or temporary regulations shall include analogous provisions of final Treasury Regulations or other successor Treasury Regulations.

“Trust” means the trust established by this Agreement.

“Trust Certificate” means a trust certificate evidencing the beneficial equity interest of an Owner in the Trust, substantially in the form of Exhibit B hereto.

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“Trust Depositor” means Harley-Davidson Customer Funding Corp., in its capacity as Trust Depositor hereunder, and its successors.

“Trust Estate” means all right, title and interest of the Trust in and to the property and rights assigned to the Trust pursuant to [Article Two of the Sale and Servicing Agreement][Section [  ] of the Underlying Trust Agreement], all funds on deposit from time to time in the Trust Accounts[, the proceeds of the Interest Rate Swap Agreement] and the Certificate Distribution Account, all other property of the Trust from time to time, including any rights of the Owner Trustee and the Trust pursuant to the Sale and Servicing Agreement[, the Underlying Trust Agreement] and the Administration Agreement.

[“Underlying Trust” means Harley-Davidson Motorcycle Grantor Trust [             ], together with its successors and assigns.]

[“Underlying Trustee” means the Person acting, not in its individual capacity, but solely as Underlying Trustee under the Underlying Trust Agreement, its successors in interest and any successor underlying trustee under the Underlying Trust Agreement.]

Section 1.02.        Other Definitional Provisions.

Capitalized terms used that are not otherwise defined herein shall have the meanings ascribed thereto in the Sale and Servicing Agreement or, if not defined therein, in the Indenture.

Section 1.03.        Usage of Terms.

With respect to all terms in this Agreement, the singular includes the plural and the plural the singular; words importing any gender include the other genders; references to “writing” include printing, typing, lithography and other means of reproducing words in a visible form; references to agreements and other contractual instruments include all amendments, modifications and supplements thereto or any changes therein entered into in accordance with their respective terms and not prohibited by this Agreement; references to Persons include their permitted successors and assigns; and the term “including” means “including without limitation”.

Section 1.04.        Section References.

All section references, unless otherwise indicated, shall be to Sections in this Agreement.

Section 1.05.        Accounting Terms.

All accounting terms used but not specifically defined herein shall be construed in accordance with generally accepted accounting principles in the United States.

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ARTICLE TWO

ORGANIZATION

Section 2.01.        Name.

The Trust created hereby shall be known as “Harley-Davidson  Motorcycle Trust [       ]”, in which name the Owner Trustee may conduct the activities of the Trust, make and execute contracts and other instruments on behalf of the Trust and sue and be sued.

Section 2.02.        Office.

The office of the Trust shall be in care of the Owner Trustee at the Owner Trustee Corporate Trust Office or at such other address in Delaware as the Owner Trustee may designate by written notice to the Owners and the Trust Depositor.

Section 2.03.        Purposes and Powers.

(a)           The sole purpose of the Trust is to manage the Trust Estate and collect and disburse the periodic income therefrom for the use and benefit of the Owners, and in furtherance of such purpose to engage in the following ministerial activities:

(i)            to issue the Notes pursuant to the Indenture and the Trust Certificates pursuant to this Agreement and to sell the Notes;

(ii)           [USE IF NO GRANTOR TRUST][with the proceeds of the sale of the Notes, to purchase the Contracts, to fund the Reserve Fund [and the Risk Retention Reserve Account] and to pay the organizational, start-up and transactional expenses of the Trust and to pay the balance to the Trust Depositor pursuant to the Sale and Servicing Agreement;]

[USE IF GRANTOR TRUST] [establishing a grantor trust (the “Underlying Trust”) and depositing therein, in exchange for a certificate evidencing a 100 percent undivided beneficial ownership interest in the Underlying Trust (the “Underlying Trust Certificate”), funds sufficient for the Underlying Trust to purchase the Contracts, including all books, records and other contracts and documents related thereto;]

(iii)          to assign, grant, transfer, pledge, mortgage and convey the Trust Estate pursuant to the Indenture and to hold, manage and distribute to the Owners pursuant to the Sale and Servicing Agreement any portion of the Trust Estate released from the Lien of, and remitted to the Trust pursuant to, the Indenture;

(iv)          to enter into and perform its obligations under the Transaction Documents to which it is to be a party;

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(v)           to enter into derivative transactions in connection with the Notes or otherwise;

(vi)          to engage in those activities, including entering into agreements, that are necessary, suitable or convenient to accomplish the foregoing or are incidental thereto or connected therewith; [and]

(vii)         subject to compliance with the Transaction Documents, to engage in such other activities as may be required in connection with conservation of the Trust Estate and the making of distributions to the Owners, the Noteholders [and the Swap Counterparty[.][; and]

(viii)        [directing the Underlying Trust and the Administrator to take actions as may be reasonably necessary to collect interest on and principal of the Contracts.]

The Trust shall not engage in any activities other than in connection with the foregoing.  Nothing contained herein shall be deemed to authorize the Owner Trustee to engage in any business operations or any activities other than those set forth in the introductory sentence of this Section.  Specifically, the Owner Trustee shall have no authority to engage in any business operations, or acquire any assets other than those included in the Trust Estate under Section 1.01, or otherwise vary the assets held by the Trust.  Similarly, the Owner Trustee shall have no discretionary duties other than performing those ministerial acts set forth above necessary to accomplish the purpose of this Trust as set forth in the introductory sentence of this Section.  Notwithstanding Section 2.03(a)(iii) above, the Trust shall not assign, sell or transfer the Contracts except as contemplated or permitted by the Indenture or the Sale and Servicing Agreement, without the prior consent of the Trust Depositor.

Section 2.04.        Appointment of Owner Trustee.

The Trust Depositor hereby appoints the Owner Trustee as trustee of the Trust effective as of the date hereof, to have all the rights, powers and duties set forth herein, and the Owner Trustee hereby accepts such appointment.

Section 2.05.        Initial Capital Contribution of Owner Trust Estate.

The Trust Depositor hereby sells, assigns, transfers, conveys and sets over to the Owner Trustee, as of the date hereof, the sum of $1.  The Owner Trustee hereby acknowledges receipt in trust from the Trust Depositor, as of the date hereof, of the foregoing contribution, which shall constitute the initial Trust Estate.  The Trust Depositor shall pay organizational expenses of the Trust as they may arise or shall, upon the request of the Owner Trustee, promptly reimburse the Owner Trustee for any such expenses paid by the Owner Trustee.

Section 2.06.        Declaration of Trust.

The Owner Trustee hereby declares that it will hold the Trust Estate in trust upon and subject to the conditions set forth herein for the sole purpose of conserving the Trust Estate and collecting and disbursing the periodic income therefrom for the use and benefit of the Owners,

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subject to the obligations of the Trust under the Transaction Documents.  It is the intention of the parties hereto that the Trust constitute a statutory trust under the Statutory Trust Statute and that this Agreement constitute the governing instrument of such statutory trust.  Effective as of the date hereof, the Owner Trustee shall have all rights, powers and duties set forth herein and in the Statutory Trust Statute for the sole purpose and to the extent necessary to accomplish the purpose of this Trust as set forth in the introductory sentence of Section 2.03.

Section 2.07.        Liability of Trust Depositor.

(a)           All liabilities of the Trust, to the extent not paid by a third party, are and shall be obligations of the Trust and when due and payable shall be satisfied out of the Trust Estate.

(b)           Except as provided in the Statutory Trust Statute, no Certificateholder shall be personally liable for any liability of the Trust.

Section 2.08.        Title to Trust Property.

Legal title to the Trust Estate shall be vested at all times in the Trust as a separate legal entity except where applicable law in any jurisdiction requires title to any part of the Trust Estate to be vested in an owner trustee or owner trustees, in which case title shall be deemed to be vested in the Owner Trustee, a co-trustee and/or a separate trustee, as the case may be.

Section 2.09.        Situs of Trust.

The Trust will be located and administered in the State of Delaware.  All bank accounts maintained by the Owner Trustee on behalf of the Trust shall be located in the State of Illinois or the State of Delaware.  The Trust shall not have any employees in any state other than Delaware; provided, however, that nothing herein shall restrict or prohibit the Owner Trustee from having employees within or without the State of Delaware.  Payments will be received by the Trust only in Delaware and payments will be made by the Trust only from Delaware.  The only office of the Trust will be at the Owner Trustee Corporate Trust Office.

Section 2.10.        Representations and Warranties of the Trust Depositor.

The Trust Depositor hereby represents and warrants to the Owner Trustee that:

(i)            The Trust Depositor is duly organized and validly existing as a corporation organized and existing and in good standing under the laws of the State of Nevada, with power and authority to own its properties and to conduct its business and had at all relevant times, and has, power, authority and legal right to acquire and own the Contracts.

(ii)           The Trust Depositor is duly qualified to do business as a foreign corporation in good standing and has obtained all necessary licenses and approvals in all jurisdictions in which the ownership or lease of property or the conduct of its business

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requires such qualifications, and where the failure to so qualify or obtain such licenses and approvals would have a material adverse effect on the Trust, the Contracts, the operations or business of the Trust Depositor, or the ability of the Trust Depositor to perform its obligations under this Agreement.

(iii)          The Trust Depositor has the power and authority to execute and deliver this Agreement and to carry out its terms; the Trust Depositor has full power and authority to sell and assign the property to be sold and assigned to and deposited with the Owner Trustee on behalf of the Trust as part of the Trust Estate and has duly authorized such sale and assignment and deposit with the Owner Trustee on behalf of the Trust by all necessary corporate action; and the execution, delivery and performance of this Agreement have been duly authorized by the Trust Depositor by all necessary corporate action.

(iv)          The consummation of the transactions contemplated by this Agreement and the fulfillment of the terms hereof do not conflict with, result in any breach of any of the terms and provisions of, nor constitute (with or without notice or lapse of time) a default under, the articles of incorporation or bylaws of the Trust Depositor, or any indenture, agreement or other instrument to which the Trust Depositor is a party or by which it is bound; nor result in the creation or imposition of any Lien upon any of the properties of the Trust Depositor pursuant to the terms of any such indenture, agreement or other instrument (other than pursuant to the Transaction Documents); nor violate any law or any order, rule or regulation applicable to the Trust Depositor of any court or of any federal or state regulatory body, administrative agency or other governmental instrumentality having jurisdiction over the Trust Depositor or its properties; which breach, default, conflict, Lien or violation in any case would have a material adverse effect on the Trust, the Contracts, the operations or business of the Servicer, or the ability of the Trust Depositor to perform its obligations under this Agreement.

(v)           There are no proceedings or investigations pending, or to the Trust Depositor’s best knowledge threatened, before any court, regulatory body, administrative agency or other governmental instrumentality having jurisdiction over the Trust Depositor or its properties: (A) asserting the invalidity of this Agreement, any of the other Transaction Documents or the Trust Certificates, (B) seeking to prevent the issuance of the Trust Certificates or the consummation of any of the transactions contemplated by this Agreement or any of the other Transaction Documents, (C) seeking any determination or ruling that might materially and adversely affect the performance by the Trust Depositor of its obligations under, or the validity or enforceability of, this Agreement, any of the other Transaction Documents or the Trust Certificates or (D) involving the Trust Depositor and which would adversely affect the federal income tax or other federal, state or local tax attributes of the Trust Certificates.

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Section 2.11.        Tax Treatment[; Grantor Trust Arrangement].

[USE IF NO GRANTOR TRUST][It is the intention of the Trust Depositor that (i) so long as there is only one Certificateholder, the Trust be disregarded as a separate entity pursuant to Treasury Regulations Section 301.7701-3(b)(1)(ii) as in effect for periods after January 1, 1997 (and, in such case, Trust items of income, gain, loss and deduction for any month as determined for federal income tax purposes shall be allocated entirely to the Trust Depositor (or subsequent purchaser of the sole Trust Certificate) as the sole Certificateholder) and (ii) if there is more than one Certificateholder, the Trust shall be treated as a partnership for purposes of federal income, state and local income and single business tax and any other income taxes.  The parties agree that, unless otherwise required by appropriate tax authorities, the Trust will file or cause to be filed annual or other necessary returns, reports and other forms consistent with the characterization of the Trust as provided in the preceding sentence for such tax purposes.]

[USE WITH GRANTOR TRUST]

[The following shall apply to the Trust solely with respect to tax matters, it being understood that no separate trust is being created under the Delaware Act:

(a)           The Administrator shall, acting as an agent of the Underlying Trust, keep or cause to be kept, at its principal office, a register setting forth the beneficial ownership of the Contracts, which shall indicate the Trust as sole owner of the beneficial interest in the Contracts, and of transfers and exchanges of such beneficial ownership as herein provided and any such transfer shall not be effective until reflected in such register and the Underlying Trust Certificate is issued in the name of the new holder.  The sole beneficial ownership interest in the Underlying Trust shall be evidenced by one physical certificate, substantially in the form of Exhibit C attached hereto, to be held by the Trust (the “Underlying Trust Certificate”).  The beneficial ownership of the Contracts represented by the Underlying Trust Certificate may not be sold, transferred, assigned, participated, pledged, or otherwise disposed of to any Person except in accordance with the provisions of this Section 2.11(a), and any attempted transfer in violation of this Section 2.11(a) shall be null and void.  The Trust shall be the initial beneficial owner of 100% of the Contracts through its ownership of the Underlying Trust, and shall not transfer its beneficial ownership interest in the Contracts (except simultaneously with a concurrent transfer of the record ownership of any such Contract); provided, however, that such Certificate may be pledged to the Indenture Trustee pursuant to the Indenture.  The Underlying Trust Certificate may not be transferred to any Person [(other than the Indenture Trustee or pursuant to Article [        ] of the Indenture)] unless the Holders of 100% of the Certificates and the Holders of 100% of the Notes have consented thereto.  The purpose of this Section 2.11(a) is to cause the beneficial ownership in the Contracts through the Underlying Trust to be treated as in registered form for purposes of Treasury Regulation Section 1.871-14(c)(1) and shall be interpreted and applied in accordance with such intent.  For the avoidance of doubt, any transfer of a Contract that results in the Owner Trustee no longer holding legal title to such Contract shall no longer be subject to this provision.

(b)           The Owner Trustee hereby agrees that the arrangement pursuant to which it holds legal title to the Contracts is a “grantor trust” for United States Federal income tax purposes which shall be known as “Harley-Davidson Motorcycle Grantor Trust [         ]” (the “Underlying

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Trust”).  The Underlying Trust shall be deemed to have been created and effective on and as of the Closing Date (the “Underlying Trust Creation Date”) and no party to this Trust Agreement shall take an inconsistent position on any United States Federal, state, local or other tax return or in any proceeding with any taxing or other governmental authority.  No Contracts may be added to the Underlying Trust after the Underlying Trust Creation Date.  Only the Contracts and any collections or proceeds thereof shall be treated as assets of the Underlying Trust , and no other portion of the Trust Estate shall be treated as part of the Underlying Trust.  Neither the Owner Trustee nor any other person acting on behalf of the Owner Trustee shall have the “power to vary” the Contracts in a manner that would prevent the Underlying Trust from qualifying as a “grantor trust” for United States Federal income tax purposes and any rights or powers granted in any Transaction Document and any other relevant provision of any Transaction Document shall be interpreted in a manner so as to ensure that such “power to vary” does not exist.  The Owner Trustee shall, at the written direction of the Administrator, sign and return to the Administrator for filing on behalf of the Underlying Trust any tax or information returns prepared for it by the Administrator.  The Administrator shall prepare for signature by the Owner Trustee and file any tax or information returns required as a result of the Underlying Trust.  The Owner Trustee shall have no duty to review or verify the information contained in any tax or information returns with respect to the Underlying Trust and shall not have any liability for any related taxes, fees or penalties in connection therewith.

(c)           The parties hereto acknowledge that it is intended that (i) the beneficial ownership in the Contracts through the Underlying Trust be treated as in “registered form,” for purposes of Treasury Regulation Section 1.871-14(c)(1), and (ii) no deduction or payment of withholding tax will be made with respect to any allocation, distribution or payment made to a Certificateholder in respect of a Certificate, except for United States withholding tax that is required to be withheld due to (x) a failure of such Certificateholder to furnish a valid IRS Form W-8IMY and/or IRS Forms W-8BEN and W-9, or such other documentation required under the Code upon a reasonable written request, or (y) a change in law.

(d)           The provisions of this subsection (d) apply in the event that 100% of the interests in the Certificates are held by the same Person.  In such case, it is the intention of the parties hereto that, solely for income and franchise tax purposes, the Trust shall be treated as a security device and as a disregarded and fiscally transparent entity.  If there is only a single Certificateholder, the Trust shall be treated as an entity whose separate existence for such Certificateholder is disregarded for United States Federal, state and local income and franchise tax, and any other tax measured in whole or in part by income.

(e)           In the event that 100% of the interests in the Certificates are not held by the same Person, the Trust shall be treated as a partnership for purposes of United States Federal, state and local income and franchise tax, and any other tax measured in whole or in part by income.  The Administrator shall timely prepare for the Tax Matters Partner to sign, and shall file, any and all forms required to effect such treatment and the Certificateholders as the partners of the Trust for all United States Federal, state, and local tax purposes.  Each owner of a Certificate shall provide the Administrator any information or certifications the Administrator requires for tax purposes and reasonably requests in writing.  The Administrator will timely prepare, for the Tax Matters

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Partner to sign and file, a partnership information return (Internal Revenue Service Form 1065) with the Internal Revenue Service for each taxable year of the Trust and will report the allocable share of items of income, gain, loss, deduction, expense and credit of the Trust and of each Certificateholder to the Certificateholders and the Internal Revenue Service on Schedule K-1.  Capital accounts shall be maintained by the Administrator for each Certificateholder in accordance with the Treasury regulations promulgated under Section 704(b) of the Code and the capital account balance for each Certificateholder shall be determined by the Administrator in accordance with the terms of this Trust Agreement.  All income, gain, deduction, expense, and loss of the Trust shall be allocated solely to the Certificateholders based on the relative Percentage Interests of their respective Certificates.  The Administrator shall cause to be prepared all necessary tax forms (including without limitation, IRS Form 1065 and Schedule K-1) but shall not be obligated to sign any such tax return as a “tax preparer.”  Unless specifically directed otherwise by a majority of the Certificateholders with respect to a specific election, the return of the Trust shall be prepared with any election as the Tax Matters Partner determines in its sole discretion.  Notwithstanding the foregoing, no election shall be made to have the Trust treated as a corporation for United States federal income tax purposes.  Notwithstanding the foregoing, the Administrator shall have no responsibility to verify any information provided by any owner of a Certificate for such purposes, or to prepare documentation dependent upon information not timely received from applicable owners of the Certificates.  The Administrator shall have no duty to investigate the identity or addresses of any of the owners of the Certificates, but shall rely solely on information provided by persons purporting to be such owners.

(f)            [The [Owner Trustee] shall at all times ensure that if there is more than one Beneficial Owner of Certificates that there is a Beneficial Owner that shall have agreed in writing to sign the tax returns on behalf of the Trust and to be designated the “tax matters partner” of the Trust within the meaning of Section 6231(a)(7) of the Code.]

Section 2.12.        Texas State Tax Matters.

For purposes of Texas franchise taxes, it is the intention of the parties that the Trust be classified (i) as a passive entity within the meaning of Sections 171.0002 through 171.0004 of the Texas Tax Code, and (ii) not as a “business trust” within the meaning of Treasury Regulations Section 301.7701-4(b).  The Trust Depositor and each Certificateholder, by acceptance of a Trust Certificate, agree to treat the Trust in a manner consistent with such intention, unless otherwise required by law.  Notwithstanding anything to the contrary contained herein, nothing in this Agreement should be read to imply that the Trust is doing business in Texas or has sufficient nexus with Texas in order for the Texas franchise tax to apply to the Trust.

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ARTICLE THREE

TRUST CERTIFICATES AND TRANSFER OF INTERESTS

Section 3.01.        Initial Ownership.

Upon the formation of the Trust by the contribution by the Trust Depositor pursuant to Section 2.05 and until the issuance of the Trust Certificates, the Trust Depositor shall be the sole beneficiary of the Trust.

Section 3.02.        The Trust Certificates.

The Trust Certificates shall be substantially in the form of Exhibit B hereto and represent the entire beneficial interest in the Trust.  The Trust Certificates shall be executed by the Owner Trustee on behalf of the Trust by manual or facsimile signature of an authorized officer of the Owner Trustee and shall be deemed to have been validly issued when so executed.  A Trust Certificate bearing the manual or facsimile signature of an individual who was, at the time when such signature was affixed, authorized to sign on behalf of the Owner Trustee shall be a valid and binding obligation of the Trust, notwithstanding that such individual has ceased to be so authorized prior to the authentication and delivery of such Trust Certificate or did not hold such office at the date of such Trust Certificate.  Each Trust Certificate shall be dated the date of its authentication.

Section 3.03.        Authentication and Delivery of Trust Certificates.

[The Owner Trustee shall cause to be authenticated and delivered upon the order of the Trust Depositor, in exchange for the Contracts and the other assets included in the Trust Estate, simultaneously with the sale, assignment and transfer to the Trust of the Contracts and other assets included in the Trust Estate, and the constructive delivery to the Owner Trustee of the Contract Files and the other assets included in the Trust Estate, a Trust Certificate duly authenticated by the Owner Trustee, evidencing the entire ownership of the Trust.][Simultaneously with the sale, assignment and transfer to the Underlying Trust of the Contracts and other assets included in the Trust Estate, and the constructive delivery to the Underlying Trustee of the Contract Files and the other assets included in the Trust Estate, the Owner Trustee shall duly authenticate the Certificates, evidencing the entire ownership of the Trust.]

No Trust Certificate shall be valid for any purpose unless there appears on such Trust Certificate a certificate of authentication substantially in the form set forth in the form of Trust Certificate attached hereto as Exhibit B, executed by the Owner Trustee or its authenticating agent, by manual signature, and such certificate upon any Trust Certificate shall be conclusive evidence, and the only evidence, that such Trust Certificate has been duly authenticated and delivered hereunder.  Upon issuance, authorization and delivery pursuant to the terms hereof, the Trust Certificates will be entitled to the benefits of this Agreement.

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Section 3.04.        Registration of Transfer and Exchange of Trust Certificates.

(a)           The Certificate Registrar shall keep or cause to be kept, a Certificate Register, subject to such reasonable regulations as it may prescribe.  The Certificate Register shall provide for the registration of the Trust Certificates and transfers and exchanges of the Trust Certificates as provided herein.  The Owner Trustee is hereby initially appointed Certificate Registrar for the purpose of registering the Trust Certificates and transfers and exchanges of the Trust Certificates as herein provided.  In the event that, subsequent to the Closing Date, the Owner Trustee notifies the Servicer that it is unable to act as Certificate Registrar, the Servicer shall appoint another bank or trust company, having an office or agency located in the City of Chicago, Illinois, agreeing to act in accordance with the provisions of this Agreement applicable to it, and otherwise acceptable to the Owner Trustee, to act as successor Certificate Registrar hereunder.

(b)           Upon surrender for registration of transfer of a Trust Certificate at the Owner Trustee Corporate Trust Office, the Owner Trustee shall execute, authenticate and deliver (or shall cause its authenticating agent to authenticate and deliver), in the name of the designated transferee, one or more new Trust Certificates representing the same aggregate Certificate Interest.

(c)           Every Trust Certificate presented or surrendered for registration of transfer shall be accompanied by a written instrument of transfer in form satisfactory to the Owner Trustee and the Certificate Registrar duly executed by the Holder thereof or his attorney duly authorized in writing.

(d)           No transfer of a Trust Certificate shall be made unless such transfer is made in a transaction which does not require registration or qualification under the Securities Act of 1933 or qualification under any state securities or “Blue Sky” laws.  Neither the Owner Trustee nor the Certificate Registrar shall effect the registration of any transfer of a Trust Certificate unless prior to such transfer the Owner Trustee shall have received an Opinion of Counsel that (x) the transfer of such Trust Certificate is being made pursuant to an effective registration under the Securities Act of 1933 or is exempt from the registration requirements of the Securities Act of 1933 and (y) such transfer will not cause the Trust to be treated as an association (or a publicly traded partnership) taxable as a corporation for federal income tax purposes.  Any transferee of a Trust Certificate must be either an Affiliate of the Trust Depositor or a Qualified Institutional Buyer.  Prior to any resale, assignment or transfer of a Trust Certificate described in this Section 3.04, each prospective purchaser of a Trust Certificate shall have acknowledged, represented and agreed as follows:

(i)            It (and any Person for which it holds Trust Certificates) has neither acquired nor will it transfer any Trust Certificate it purchases (or any interest therein) or cause any such Trust Certificate (or any interest therein) to be marketed on or through an “established securities market” within the meaning of Section 7704(b)(1) of the Code, including, without limitation, an over-the-counter-market or an interdealer quotation system that regularly disseminates firm buy or sell quotations.

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(ii)           It (and any Person for which it holds Trust Certificates, collectively for purposes of this Section 3.4(d), a “transferee”) either (A) is not, and will not become, a partnership, S corporation or grantor trust for U.S. federal income tax purposes (or a disregarded entity of any of the foregoing) or (B) is such an entity, but none of the direct or indirect beneficial owners of any of the interests in such transferee have allowed or caused, or will allow or cause, 50% or more (or, if the Owner Trustee has received an Opinion of Counsel in form and substance acceptable to the Trust Depositor that the proposed transfer to such transferee will not cause the Trust to be treated as a publicly traded partnership within the meaning of Section 7704 of the Code, such other percentage as the Owner Trustee may establish prior to the time of such proposed transfer) of the value of such interests in the transferee to be attributable to such transferee’s ownership of Trust Certificates.

(iii)          It understands that if it is acquiring any Trust Certificate for the account of one or more Persons, (A) it shall provide to the Owner Trustee and the Trust Depositor information as to the number of such Persons and any changes in the number of such Persons and (B) any such change in the number of Persons for whose account a Trust Certificate is held shall require the written consent of the Owner Trustee, which consent shall be granted unless the Owner Trustee determines that such proposed change in number of Persons would create a risk that the Trust would be classified for federal or any applicable state tax purposes as an association (or a publicly traded partnership) taxable as a corporation.

(iv)          It understands that no subsequent transfer of the Trust Certificates (or any interest therein) is permitted unless (A) such transfer is of a Trust Certificate with a Certificate Interest of at least 5%, (B) it causes its proposed transferee to provide to the Owner Trustee and the Trust Depositor a letter substantially in the form of Exhibit D hereto, or such other written statement as the Owner Trustee shall prescribe and (C) the Trust consents in writing to the proposed transfer, which consent shall be granted unless the Owner Trustee determines that such transfer would create a risk that the Trust would be classified for federal or any applicable state tax purposes as an association (or a publicly traded partnership) taxable as a corporation; provided, however, that any attempted transfer that would cause the number of beneficial owners of Trust Certificates in the aggregate to exceed 100 or otherwise cause the Trust to become a publicly traded partnership for income tax purposes shall be a void transfer.

Notwithstanding anything else to the contrary herein, any purported transfer of a Trust Certificate or an interest therein to or on behalf of a Benefit Plan or utilizing the assets of a Benefit Plan shall be void and of no effect.  The Owner Trustee shall not be obligated to register any transfer of a Trust Certificate unless each of the transferor and the transferee have certified to the Owner Trustee that such transfer does not violate any of the transfer restrictions stated herein.  The Owner Trustee shall not be liable to any Person for registering any transfer based on such certifications.

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(e)           No service charge shall be made for any registration of transfer or exchange of a Trust Certificate, but the Owner Trustee may require payment of a sum sufficient to cover any tax or governmental charge that may be imposed in connection with any transfer of a Trust Certificate.

(f)            All Trust Certificates surrendered for registration of transfer shall be canceled and subsequently destroyed by the Owner Trustee.

Section 3.05.        Mutilated, Destroyed, Lost or Stolen Trust Certificates.

If (i) any mutilated Trust Certificate is surrendered to the Certificate Registrar, or the Certificate Registrar receives evidence to its satisfaction of the destruction, loss or theft of any Trust Certificate, and (ii) there is delivered to the Certificate Registrar and the Owner Trustee such security or indemnity as may be required by them to save each of them harmless, then, in the absence of notice that such Trust Certificate has been acquired by a bona fide purchaser, the Owner Trustee on behalf of the Trust shall execute and the Owner Trustee or its authenticating agent shall authenticate and deliver, in exchange for or in lieu of any such mutilated, destroyed, lost or stolen Trust Certificate, a new Trust Certificate of like tenor and Certificate Interest.  In connection with the issuance of any new Trust Certificate under this Section, the Owner Trustee may require the payment by the Holder of a sum sufficient to cover any tax or other governmental charge that may be imposed in relation thereto.  Any duplicate Trust Certificate issued pursuant to this Section shall constitute complete and indefeasible evidence of ownership in the Trust, as if originally issued, whether or not the lost, stolen or destroyed Trust Certificate shall be found at any time.

Section 3.06.        Person Deemed Owner.

Prior to due presentation of a Trust Certificate for registration of transfer, the Owner Trustee, the Certificate Registrar and any of their respective agents may treat the Person in whose name any Trust Certificate is registered as the owner of such Trust Certificate for the purpose of receiving distributions pursuant to Section 5.01 and for all other purposes whatsoever, and none of the Owner Trustee, the Certificate Registrar, any Paying Agent or any of their respective agents shall be affected by any notice of the contrary.

Section 3.07.        Access to List of Certificateholders’ Name and Address.

The Owner Trustee shall furnish or cause to be furnished to the Servicer and the Trust Depositor, within 15 days after receipt by the Certificate Registrar of a written request therefor from the Servicer or the Trust Depositor, the name and address of the Certificateholders as of the most recent Record Date in such form as the Servicer or the Trust Depositor may reasonably require.  If (i) one or more Certificateholders evidencing, in the aggregate, not less than 25% of the Certificate Interests or (ii) three or more Certificateholders apply in writing to the Owner Trustee, and such application states that the applicants desire to communicate with other Certificateholders with respect to their rights under this Agreement or under the Trust Certificates and such application is accompanied by a copy of the communication that such applicants propose to transmit, then the Owner Trustee shall, within five Business Days after the

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receipt of such application, afford such applicants access during normal business hours to the current list of Certificateholders.  Each Certificateholder, by receiving and holding a Trust Certificate, agrees with the Servicer, the Trust Depositor and the Owner Trustee that none of the Servicer, the Trust Depositor or the Owner Trustee shall be held accountable by reason of the disclosure of any such information as to the name and address of such Certificateholder hereunder, regardless of the source from which such information was derived.

Section 3.08.        Maintenance of Office or Agency.

The Owner Trustee shall maintain in Wilmington, Delaware, an office or offices or agency or agencies where the Trust Certificates may be surrendered for registration of transfer or exchange and where notices and demands to or upon the Owner Trustee in respect of the Trust Certificates and this Agreement may be served.  The Owner Trustee hereby designates the Owner Trustee Corporate Trust Office as its office for such purposes.  The Owner Trustee shall give prompt written notice to the Trust Depositor, the Servicer and to each Certificateholder of any change in the location of the Certificate Register or any such office or agency.

Section 3.09.        Trust Certificates.

The Owner Trustee, on behalf of the Trust, shall execute, authenticate and deliver, the initial Trust Certificate.

Section 3.10.        Appointment of Paying Agent.

The Paying Agent shall make distributions to the Certificateholders from the Certificate Distribution Account pursuant to Section 5.01(a) and shall report the amounts of such distributions to the Owner Trustee.  The Paying Agent initially shall be [                   ] and any co-paying agent chosen by the Paying Agent that is acceptable to the Owner Trustee.  Each Paying Agent shall be permitted to resign as Paying Agent upon 30 days’ written notice to the Owner Trustee.  In the event that [                   ] shall no longer be the Paying Agent, the Owner Trustee shall appoint a successor to act as Paying Agent (which shall be a bank or trust company).  The Owner Trustee shall cause such successor Paying Agent or any additional Paying Agent appointed by the Owner Trustee to execute and deliver to the Owner Trustee an instrument in which such successor Paying Agent or additional Paying Agent shall agree with the Owner Trustee that, as Paying Agent, such successor Paying Agent or additional Paying Agent will hold all sums, if any, held by it for payment to the Certificateholders in trust for the benefit of the Certificateholders entitled thereto until such sums shall be paid to such Certificateholders.  The Paying Agent shall return all unclaimed funds to the Owner Trustee and upon removal of a Paying Agent such Paying Agent shall also return all funds in its possession to the Owner Trustee.  The provisions of Sections 7.01, 7.03, 7.04 and 8.01 shall apply to the Owner Trustee also in its role as Paying Agent, for so long as the Owner Trustee shall act as Paying Agent and, to the extent applicable, to any other Paying Agent appointed hereunder.  Any reference in this Agreement to the Paying Agent shall include any co-paying agent unless the context requires otherwise.

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Section 3.11.        [Ownership by Trust Depositor of Initial Trust Certificates.

On the Closing Date, the Trust Depositor or one of its affiliates shall hold a Trust Certificate evidencing 100% of the Certificate Interest.]

ARTICLE FOUR

ACTIONS BY OWNER TRUSTEE AND CERTIFICATEHOLDERS

Section 4.01.        Prior Notice to Owners with Respect to Certain Matters.

Subject to the provisions and limitation of Section 4.04, with respect to the following matters, the Owner Trustee shall not take action unless (i) at least 30 days before the taking of such action, the Owner Trustee shall have notified the Certificateholders in writing of the proposed action, (ii) the Indenture Trustee shall have consented to such action in the event any Notes are outstanding, and (iii) the Owners shall not have notified the Owner Trustee in writing prior to the 30th day after such notice is given that such Owners have withheld consent or provided alternative direction:

(a)           the initiation of any claim or lawsuit by the Trust (except claims or lawsuits brought in connection with the collection of the Contracts) or the compromise of any action, claim or lawsuit brought by or against the Trust (except with respect to the aforementioned claims or lawsuits for collection of the Contracts);

(b)           the election by the Trust to file an amendment to the Certificate of Trust (unless such amendment is required to be filed under the Statutory Trust Statute);

(c)           the amendment of the Indenture by a supplemental indenture in circumstances where the consent of any Noteholder [or the Swap Counterparty] is required;

(d)           the amendment of the Indenture by a supplemental indenture in circumstances where the consent of any Noteholder [or the Swap Counterparty] is not required and such amendment materially and adversely affects the interest of the Owners;

(e)           the amendment, change or modification of the Administration Agreement, except to cure any ambiguity or to amend or supplement any provision in a manner or add any provision that would not materially and adversely affect the interests of the Owners; or

(f)            the appointment pursuant to the Indenture of a successor Note Registrar or Indenture Trustee or pursuant to this Agreement of a successor Certificate Registrar, or the consent to the assignment by the Note Registrar, Indenture Trustee or Certificate Registrar of its obligations under the Indenture or this Agreement, as applicable.

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Section 4.02.        Action by Owners with Respect to Certain Matters.

Subject to the provisions and limitations of Section 4.04, the Owner Trustee shall not have the power, except upon the direction of the Owners, to (a) remove the Administrator pursuant to Section 8 of the Administration Agreement, (b) appoint a successor Administrator pursuant to Section 8 of the Administration Agreement, (c) except as expressly provided in the Transaction Documents, sell the Contracts or other assets included in the Trust Estate after the termination of the Indenture, (d) initiate any claim, suit or proceeding by the Trust or compromise any claim, suit or proceeding brought by or against the Trust, (e) authorize the merger or consolidation of the Trust with or into any other statutory trust or entity (other than in accordance with Section 3.10 of the Indenture) or (f) amend the Certificate of Trust.  The Owner Trustee shall take the actions referred to in the preceding sentence only upon written instructions assigned by the Owners.

Section 4.03.        Action by Owners with Respect to Bankruptcy.

The Owner Trustee shall not have the power to commence a voluntary proceeding in a bankruptcy relating to the Trust without the prior approval of all Owners (including the Trust Depositor) and the delivery to the Owner Trustee by each such Owner of a certificate certifying that such Owner reasonably believes that the Trust is insolvent.

Section 4.04.        Restrictions on Owners’ Power.

The Owners shall not direct the Owner Trustee to take or to refrain from taking any action if such action or inaction would be contrary to any obligation of the Trust or the Owner Trustee under this Agreement or any of the Transaction Documents or would be contrary to the purpose of this Trust as set forth in Section 2.03, nor shall the Owner Trustee be obligated to follow any such direction, if given.

Section 4.05.        Majority of the Trust Certificates Control.

Except as otherwise expressly provided herein, any action that may be taken by the Certificateholders under this Agreement may be taken by the Holders of the Trust Certificates evidencing not less than a majority of the Certificate Interests.  Except as expressly provided herein, any written notice of the Certificateholders delivered pursuant to this Agreement shall be effective if signed by Holders of the Trust Certificates evidencing not less than a majority of the Certificate Interests at the time of the delivery of such notice.

ARTICLE FIVE

APPLICATION OF TRUST FUNDS;
CERTAIN DUTIES

Section 5.01.        Establishment of Trust Account; Application of Trust Funds.

(a)           On or before the Distribution Date on which the Notes have been paid in full, the Owner Trustee, for the benefit of the Certificateholders, shall establish and maintain (or

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shall cause to be established and maintained) in the name of the Trust an Eligible Account (the “Certificate Distribution Account”), bearing a designation clearly indicating that the funds deposited therein are held for the benefit of the Certificateholders.

The Trust shall possess all right, title and interest in funds on deposit from time to time in the Certificate Distribution Account and in the proceeds thereof.  Except as otherwise expressly provided herein, the Certificate Distribution Account shall be under the sole dominion and control of the Owner Trustee for the benefit of the Certificateholders. If, at any time, the Certificate Distribution Account ceases to be an Eligible Account, the Owner Trustee (or the Trust Depositor on behalf of the Owner Trustee, if the Certificate Distribution Account is not then held by the Owner Trustee or an Affiliate thereof) shall within ten Business Days establish a new Certificate Distribution Account as an Eligible Account and shall transfer any cash and/or any investments to such new Certificate Distribution Account. Monies on deposit in the Certificate Distribution Account may be invested in Eligible Investments upon the terms set forth in Section 5.05 of the Sale and Servicing Agreement, as if the Certificate Distribution Account were a Trust Account.

(b)           On each Distribution Date, the Paying Agent will distribute to the Certificateholders from amounts on deposit in the Certificate Distribution Account, on a pro rata basis in accordance with their respective Certificate Interests, amounts received pursuant to Sections 7.05(a)(xi),  7.05(b)(vii) or 7.05(c)(vii) of the Sale and Servicing Agreement with respect to such Distribution Date.

(c)           On each Distribution Date, the Paying Agent shall send to the Certificateholders the statement or statements provided to the Owner Trustee by the Servicer pursuant to Section 9.01 of the Sale and Servicing Agreement with respect to such Distribution Date.

(d)           In the event that any withholding tax is imposed on the Trust’s payment (or allocation of income) to the Certificateholders, such tax shall reduce the amount otherwise distributable to the Certificateholders in accordance with this Section.  The Paying Agent is hereby authorized and directed to retain from amounts otherwise distributable to the Owners sufficient funds for the payment of any tax that is legally owed by the Trust (but such authorization shall not prevent the Owner Trustee from contesting any such tax in appropriate proceedings, and withholding payment of such tax, if permitted by law, pending the outcome of such proceedings).  The amount of any withholding tax imposed with respect to any Certificateholder shall be treated as cash distributed to such Certificateholder at the time it is withheld by the Trust and remitted to the appropriate taxing authority.  If there is a possibility that withholding tax is payable with respect to a distribution, the Paying Agent may in its sole discretion withhold such amounts in accordance with this paragraph (d).

(e)           At such time as the Trust, as issuer, has paid or performed or caused to be paid or performed all amounts and obligations which the Trust owed to or on behalf of the Indenture Trustee for the benefit of the Noteholders under the Indenture, the balance of the Trust Estate and related interests therein previously transferred to the Trust shall be distributed to the

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Certificateholders (and, if the Trust Depositor is the sole Certificateholder, such distribution shall be for accounting purposes treated as a return of capital).

Section 5.02.        Method of Payment.

Subject to Section 9.01(c) respecting the final payment upon retirement of the Trust Certificates, distributions required to be made to the Certificateholders of record on the related Record Date shall be made by check mailed to such Certificateholders at the addresses of such Holders appearing in the Certificate Register.

Section 5.03.        Accounting and Reports to the Certificateholders, Owners, the Internal Revenue Service and Others.

The Owner Trustee shall (a) maintain (or cause to be maintained) the books of the Trust on a calendar year basis and the accrual method of accounting, (b) deliver to the Owners, as may be required by the Code and applicable Treasury Regulations, such information as may be required to enable each Owner to prepare its federal and state income tax returns, (c) file such tax returns relating to the Trust and make such elections as from time to time may be required or appropriate under any applicable state or federal statute or any rule or regulation thereunder so as to maintain the federal income tax treatment for the Trust as set forth in Section 2.11, (d) cause such tax returns to be signed in the manner required by law and (e) collect or cause to be collected any withholding tax as described in and in accordance with Section 5.01(d) with respect to income or distributions to Owners; provided, however, that the Administrator shall be responsible for the performance of such duties of the Owner Trustee to the extent set forth in Section 1(b)(iii) of the Administration Agreement.  The Owner Trustee shall elect under Section 1278 of the Code to include in income currently any market discount that accrues with respect to the Contracts.  If applicable, the Owner Trustee shall not make the election provided under Section 754 or Section 761 of the Code.

Section 5.04.        Signature on Returns; Tax Matters Partner.

(a)           The Trust Depositor shall sign on behalf of the Trust the tax returns of the Trust.

(b)           [If subchapter K of the Code should be applicable to the Trust, the Trust Depositor shall be designated the “tax matters partner” of the Trust pursuant to Section 6231(a)(7)(A) of the Code and applicable Treasury Regulations.]

ARTICLE SIX

AUTHORITY AND DUTIES OF OWNER TRUSTEE

Section 6.01.        General Authority.

Subject to the provisions and limitations of Sections 2.03 and 2.06, the Owner Trustee is authorized and directed to execute and deliver the Transaction Documents to which the Trust is

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to be a party and each certificate or other document attached as an exhibit to or contemplated by the Transaction Documents to which the Trust is to be a party and any amendment or other agreement, as evidenced conclusively by the Owner Trustee’s execution thereof.  In addition to the foregoing, the Owner Trustee is authorized, but shall not be obligated, to take all actions required of the Trust pursuant to the Transaction Documents.  The Owner Trustee is further authorized from time to time to take such action as the Administrator recommends with respect to the Transaction Documents.

Section 6.02.        General Duties.

Subject to the provisions and limitations of Sections 2.03 and 2.06, it shall be the duty of the Owner Trustee to discharge (or cause to be discharged through the Administrator) all of its responsibilities pursuant to the terms of this Agreement and the Transaction Documents to which the Trust is a party and to administer the Trust in the interest of the Owners, subject to the Transaction Documents and in accordance with the provisions of this Agreement.  Without limiting the foregoing, the Owner Trustee shall on behalf of the Trust file and prove any claim or claims that may exist against Harley-Davidson Credit in connection with any claims-paying procedure as part of an insolvency or receivership proceeding involving Harley-Davidson Credit.  Notwithstanding the foregoing, the Owner Trustee shall be deemed to have discharged its duties and responsibilities hereunder and under the Transaction Documents to the extent the Administrator has agreed in the Administration Agreement to perform any act or to discharge any duty of the Owner Trustee hereunder or under any Transaction Document, and the Owner Trustee shall not be held liable for the default or failure of the Administrator to carry out its obligations under the Administration Agreement.

Section 6.03.        Action Upon Instruction.

(a)           Subject to Article Four, in accordance with the terms of the Transaction Documents, the Owners may by written instruction direct the Owner Trustee in the management of the Trust.

(b)           The Owner Trustee shall not be required to take any action hereunder or under any other Transaction Document if the Owner Trustee shall have reasonably determined, or shall have been advised by counsel, that such action is likely to result in liability on the part of the Owner Trustee or is contrary to the terms hereof or of any other Transaction Document or is otherwise contrary to law.

(c)           Whenever the Owner Trustee is unable to decide between alternative courses of action permitted or required by the terms of this Agreement or under any other Transaction Document, the Owner Trustee shall promptly give notice (in such form as shall be appropriate under the circumstances) to the Owners requesting instruction as to the course of action to be adopted, and to the extent the Owner Trustee acts in good faith in accordance with any written instruction of the Owners received, the Owner Trustee shall not be liable on account of such action to any Person.  If the Owner Trustee shall not have received appropriate instruction within ten days of such notice (or within such shorter period of time as reasonably

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may be specified in such notice or may be necessary under the circumstances) it may, but shall be under no duty to, take or refrain from taking such action not inconsistent with this Agreement and the other Transaction Documents, as it shall deem to be in the best interests of the Owners, and shall have no liability to any Person for such action or inaction.

(d)           In the event that the Owner Trustee is unsure as to the applicability of any provision of this Agreement or any other Transaction Document or any such provision is ambiguous as to its application, or is, or appears to be, in conflict with any other applicable provision, or in the event that this Agreement permits any determination by the Owner Trustee or is silent or is incomplete as to the course of action that the Owner Trustee is required to take with respect to a particular set of facts, the Owner Trustee may give notice (in such form as shall be appropriate under the circumstances) to the Owners requesting instruction and, to the extent that the Owner Trustee acts or refrains from acting in good faith in accordance with any such instruction received, the Owner Trustee shall not be liable, on account of such action or inaction, to any Person.  If the Owner Trustee shall not have received appropriate instruction within ten days of such notice (or within such shorter period of time as reasonably may be specified in such notice or may be necessary under the circumstances) it may, but shall be under no duty to, take or refrain from taking such action not inconsistent with this Agreement or the other Transaction Documents, as it shall deem to be in the best interests of the Owners, and shall have no liability to any Person for such action or inaction.

Section 6.04.        No Duties Except as Specified in this Agreement or in Instructions.

The Owner Trustee shall not have any duty or obligation to manage, make any payment with respect to, register, record, sell, dispose of or otherwise deal with the Trust Estate, or to otherwise take or refrain from taking any action under, or in connection with, any document contemplated hereby to which the Owner Trustee is a party, except as expressly provided by the terms of this Agreement or any document or written instruction received by the Owner Trustee pursuant to Section 6.03; and no implied duties or obligations shall be read into this Agreement or any other Transaction Document against the Owner Trustee.  The Owner Trustee shall have no responsibility for filing any financing or continuation statement in any public office at any time or to otherwise perfect or maintain the perfection of any security interest or lien granted to it hereunder or to prepare or file any Commission filing for the Trust or to record this Agreement or any other Transaction Document.  The Owner Trustee nevertheless agrees that it will, at its own cost and expense, promptly take all action as may be necessary to discharge any liens on any part of the Trust Estate that result from actions by, or claims against, the Owner Trustee that are not related to the ownership or the administration of the Trust Estate.

Section 6.05.        No Action Except Under Specified Documents or Instructions.

The Owner Trustee shall not manage, control, use, sell, dispose of or otherwise deal with any part of the Trust Estate except (i) in accordance with the powers granted to and the authority conferred upon the Owner Trustee pursuant to this Agreement, (ii) in accordance with the other Transaction Documents or (iii) in accordance with any document or instruction delivered to the Owner Trustee pursuant to Section 6.03.

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Section 6.06.        Restrictions.

The Owner Trustee shall not take any action (i) that is inconsistent with the purposes of the Trust set forth in Section 2.03 or (ii) that, to the actual knowledge of the Owner Trustee, would result in the Trust’s becoming taxable as a corporation for federal or state income tax purposes.  The Owners shall not direct the Owner Trustee to take actions that would violate the provisions of this Section.

Section 6.07.        Pennsylvania Motor Vehicle Sales Finance Act Licenses.

The Owner Trustee shall use its best efforts to maintain the effectiveness of all licenses required under the Pennsylvania Motor Vehicle Sales Finance Act in connection with the transactions contemplated by the Transaction Documents until the lien and security interest of the Indenture shall no longer be in effect in accordance with its terms.

Section 6.08.        Succession to Rights of the Indenture Trustee.

Following the satisfaction and discharge of the Indenture and the payment in full of the principal of and interest on the Notes, the Owner Trustee will succeed to the rights of, and assume the obligations of, the Indenture Trustee pursuant to the Sale and Servicing Agreement.

ARTICLE SEVEN

CONCERNING THE OWNER TRUSTEE

Section 7.01.        Acceptance of Trusts and Duties.

The Owner Trustee accepts the trusts hereby created and agrees to perform its duties hereunder with respect to such trusts but only upon the terms of this Agreement.  The Owner Trustee also agrees to disburse all moneys actually received by it constituting part of the Trust Estate upon the terms of the Transaction Documents and this Agreement.  The Owner Trustee shall not be answerable or accountable hereunder or under any other Transaction Document under any circumstances, except (i) for its own willful misconduct or negligence or (ii) in the case of the inaccuracy of any representation or warranty contained in Section 7.03 expressly made by the Owner Trustee.  In particular, but not by way of limitation (and subject to the exceptions set forth in the preceding sentence):

(a)           the Owner Trustee shall not be liable for any error of judgment made by a responsible officer of the Owner Trustee;

(b)           the Owner Trustee shall not be liable with respect to any action taken or omitted to be taken by it in accordance with the instructions of the Administrator or the Owners;

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(c)           no provision of this Agreement or any other Transaction Document shall require the Owner Trustee to expend or risk funds or otherwise incur any financial liability in the performance of any of its rights or powers hereunder or under any Transaction Document if the Owner Trustee shall have reasonable grounds for believing that repayment of such funds or adequate indemnity against such risk or liability is not reasonably assured or provided to it;

(d)           under no circumstances shall the Owner Trustee be liable for indebtedness evidenced by or arising under any of the Transaction Documents, including the principal of and interest on the Notes;

(e)           the Owner Trustee shall not be responsible for or in respect of the validity or sufficiency of this Agreement or for the due execution hereof by the Trust Depositor or for the form, character, genuineness, sufficiency, value or validity of any of the Trust Estate, or for or in respect of the validity or sufficiency of the Transaction Documents, other than the certificate of authentication on the Trust Certificates, and the Owner Trustee shall in no event assume or incur any liability, duty, or obligation to any Noteholder[, the Swap Counterparty] or to any Owner, other than as expressly provided for herein or expressly agreed to in the Transaction Documents;

(f)            the Owner Trustee shall not be liable for the default or misconduct of the Administrator, the Trust Depositor, the Indenture Trustee or the Servicer under any of the Transaction Documents or otherwise and the Owner Trustee shall have no obligation or liability to perform the obligations of the Trust under this Agreement or the other Transaction Documents that are required to be performed by the Administrator under the Administration Agreement, the Indenture Trustee under the Indenture, or the Servicer or the Trust Depositor under the Sale and Servicing Agreement; and

(g)           the Owner Trustee shall be under no obligation to exercise any of the rights or powers vested in it by the Agreement, or to institute, conduct or defend any litigation under this Agreement or otherwise or in relation to this Agreement or any other Transaction Document, at the request, order or direction of any Owner, unless such Owner has offered to the Owner Trustee security or indemnity satisfactory to it against the costs, expenses and liabilities that may be incurred by the Owner Trustee therein or thereby.  The right of the Owner Trustee to perform any discretionary act enumerated in this Agreement or in any other Transaction Document shall not be construed as a duty, and the Owner Trustee shall not be answerable for other than its negligence or willful misconduct in the performance of any such act.

Section 7.02.        Furnishing of Documents.

The Owner Trustee shall furnish to the Owners, promptly upon receipt of a written request therefor, duplicates or copies of all reports, notices, requests, demands, certificates, financial statements and any other instruments furnished to the Owner Trustee under the Transaction Documents.

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Section 7.03.        Representations and Warranties.

The Owner Trustee hereby represents and warrants to the Trust Depositor and the Owners that:

(a)           It is a [national banking association] duly formed under the laws of the [United States of America] and is authorized thereunder to exercise trust powers.  It has all requisite corporate power and authority to execute, deliver and perform its obligations under this Agreement.

(b)           It has taken all corporate action necessary to authorize the execution and delivery by it of this Agreement, and this Agreement will be executed and delivered by one of its officers who is duly authorized to execute and deliver this Agreement on its behalf.

(c)           Neither the execution nor the delivery by it of this Agreement, nor the consummation by it of the transactions contemplated hereby nor compliance by it with any of the terms or provisions hereof will contravene any federal or Delaware law, governmental rule or regulation governing the banking or trust powers of the Owner Trustee or any judgment or order binding on it, or constitute any default under its charter documents or bylaws or any indenture, mortgage, contract, agreement or instrument to which it is a party or by which any of its properties may be bound or result in the creation or imposition of any lien, charge or encumbrance on the Trust Estate resulting from actions by or claims against the Owner Trustee individually which are unrelated to this Agreement or the other Transaction Documents.

(d)           This Agreement constitutes the legal, valid and binding obligation of the Owner Trustee, enforceable against it in accordance with its terms except as the enforceability thereof may be limited by bankruptcy, insolvency, moratorium, reorganization or other similar laws affecting the enforcement of creditors’ rights generally and by general principles of equity.

(e)           There are no proceedings or investigations pending or, to the Owner Trustee’s actual knowledge, threatened, before any court, regulatory body, administrative agency, or other governmental instrumentality having jurisdiction over the Owner Trustee or its properties: (i) asserting the invalidity of this Agreement or (ii) seeking any determination or ruling that might materially and adversely affect the performance by the Owner Trustee of its obligations under, or the validity or enforceability of, this Agreement or any other Transaction Document to which it is a party.

Section 7.04.        Reliance; Advice of Counsel.

(a)           The Owner Trustee shall incur no liability to anyone in acting upon any signature, instrument, notice, resolution, request, consent, order, certificate, report, opinion, bond or other document or paper believed by it to be genuine and believed by it to be signed by the proper party or parties.  The Owner Trustee may accept a certified copy of a resolution of the board of directors or other governing body of any corporate party as conclusive evidence that such resolution has been duly adopted by such body and that the same is in full force and effect.  As to any fact or matter the method of determination of which is not specifically prescribed herein, the Owner Trustee may for all purposes hereof rely on a certificate, signed by the

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president or any vice president or by the treasurer or other authorized officers of the relevant party, as to such fact or matter and such certificate shall constitute full protection to the Owner Trustee for any action taken or omitted to be taken by it in good faith in reliance thereon.

(b)           In the exercise or administration of the trusts hereunder and in the performance of its duties and obligations under this Agreement or the other Transaction Documents, the Owner Trustee (i) may act directly or through its agents or attorneys pursuant to agreements entered into by any of them, and the Owner Trustee shall not be liable for the conduct or misconduct of such agents or attorneys as shall have been selected by the Owner Trustee with reasonable care, and (ii) may consult with counsel, accountants and other skilled persons to be selected with reasonable care and employed by it.   The Owner Trustee shall not be liable for anything done, suffered or omitted in good faith by it in accordance with the written opinion or advice of any such counsel, accountants or other such persons.

Section 7.05.        Not Acting in Individual Capacity.

Except as provided in this Article Seven, in accepting the trusts hereby created, [                   ] acts solely as Owner Trustee hereunder and not in its individual capacity, and all Persons having any claim against the Owner Trustee by reason of the transactions contemplated by this Agreement or any other Transaction Document shall look only to the Trust Estate for payment or satisfaction thereof.

Section 7.06.        Owner Trustee Not Liable for Trust Certificate, Notes or Contracts.

The recitals contained herein and in the Trust Certificates (other than the signature of the Owner Trustee and the certificate of authentication on the Trust Certificates) shall be taken as the statements of the Trust Depositor, and the Owner Trustee assumes no responsibility for the correctness thereof.  The Owner Trustee makes no representations as to the validity or sufficiency of this Agreement, any other Transaction Document or the Trust Certificates (other than the signature of the Owner Trustee and the certificate of authentication on the Trust Certificates) or the Notes, or of any Contract or related documents.  The Owner Trustee shall at no time have any responsibility or liability for or with respect to the legality, validity and enforceability of any Contract, or the perfection and priority of any security interest created by any Contract in any Motorcycle or the maintenance of any such perfection and priority, or for or with respect to the sufficiency of the Trust Estate or its ability to generate the payments to be distributed to the Certificateholders under this Agreement or the Noteholders [or the Swap Counterparty] under the Indenture or the Sale and Servicing Agreement, including, without limitation, the existence, condition and ownership of any Motorcycle; the existence and enforceability of any insurance thereon; the existence and contents of any Contract on any computer or other record thereof; the validity of the assignment of any Contract to the Trust or of any intervening assignment; the completeness of any Contract; the performance or enforcement of any Contract; the compliance by the Trust Depositor or the Servicer with any warranty or representation made under any Transaction Document or in any related document or the accuracy of any such warranty or representation; or any action of the Administrator, the Indenture Trustee or the Servicer or any subservicer taken in the name of the Owner Trustee.

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Section 7.07.        Owner Trustee May Own Trust Certificate and Notes.

The Owner Trustee in its individual or any other capacity may become the owner or pledgee of a Trust Certificate or Notes and may deal with the Trust Depositor, the Administrator, the Indenture Trustee and the Servicer in banking transactions with the same rights as it would have if it were not Owner Trustee.

ARTICLE EIGHT

COMPENSATION OF OWNER TRUSTEE

Section 8.01.        Owner Trustee’s Fees and Expenses.

The Owner Trustee shall receive as compensation for its services hereunder such fees as have been separately agreed upon between the Owner Trustee and the Trust Depositor.  Additionally, the Owner Trustee shall be entitled to be reimbursed by the Trust Depositor for its other reasonable expenses hereunder, including the reasonable compensation, expenses and disbursements of such agents, representatives, experts and counsel as the Owner Trustee may employ in connection with the exercise and performance of its rights and its duties hereunder.

Section 8.02.        Indemnification.

The Trust Depositor shall be liable as primary obligor for, and shall indemnify the Owner Trustee and its successors, assigns and servants (collectively, the “Indemnified Parties”) from and against, any and all liabilities, obligations, losses, damages, taxes, claims, actions and suits, and any and all reasonable costs, expenses and disbursements (including reasonable legal fees and expenses) of any kind and nature whatsoever (collectively, “Expenses”) which may at any time be imposed on, incurred by or asserted against the Owner Trustee or any Indemnified Party in any way relating to or arising out of this Agreement, the other Transaction Documents, the Trust Estate, the administration of the Trust Estate or the action or inaction of the Owner Trustee hereunder, except only that the Trust Depositor shall not be liable for or required to indemnify an Indemnified Party from and against Expenses arising or resulting from any of the matters described in the third sentence of Section 7.01.  The indemnities contained in this Section shall survive the resignation or termination of the Owner Trustee or the termination of this Agreement.  In the event of any claim, action or proceeding for which indemnity will be sought pursuant to this Section, the Owner Trustee’s choice of legal counsel shall be subject to the approval of the Trust Depositor, which approval shall not be unreasonably withheld.

Section 8.03.        Payments to the Owner Trustee.

Any amounts paid to the Owner Trustee pursuant to this Article shall be deemed not to be a part of the Trust Estate immediately after such payment.

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ARTICLE NINE

TERMINATION OF TRUST AGREEMENT

Section 9.01.Termination of Trust Agreement.

(a)This Agreement (other than Article Eight) and the Trust shall terminate and be of no further force or effect upon the earlier of (i) the maturity or other liquidation of the last Contract and the disposition of any amounts received upon liquidation of any property remaining in the Trust, (ii) final distribution by the Owner Trustee of all moneys or other property or proceeds of the Trust Estate in accordance with the terms of the Indenture, the Sale and Servicing Agreement and Article Five and (iii) the expiration of 21 years from the death of the last survivor of the descendants of Joseph P. Kennedy, the late Ambassador of the United States to the Court of St. James’s, living on the date hereof.  The bankruptcy, liquidation, dissolution, death or incapacity of any Owner shall not (i) operate to terminate this Agreement or the Trust, (ii) entitle such Owner’s legal representatives or heirs to claim an accounting or to take any action or proceeding in any court for a partition or winding up of all or any part of the Trust or Trust Estate or (iii) otherwise affect the rights, obligations and liabilities of the parties hereto.

(b)Except as provided in Section 9.01(a), neither the Trust Depositor nor any Owner shall be entitled to revoke or terminate the Trust.

(c)Notice of any termination of the Trust, specifying the Distribution Date upon which the Certificateholders shall surrender their Trust Certificates to the Paying Agent for payment of the final distribution and cancellation, shall be given by the Owner Trustee by letter to the Certificateholders mailed within five Business Days of receipt of notice of such termination from the Servicer given pursuant to Section 10.01 of the Sale and Servicing Agreement, stating (i) the Distribution Date upon or with respect to which final payment of the Trust Certificates shall be made upon presentation and surrender of the Trust Certificates at the office of the Paying Agent therein designated, (ii) the amount of any such final payment and (iii) that the Record Date otherwise applicable to such Distribution Date is not applicable, payments being made only upon presentation and surrender of the Trust Certificates at the office of the Paying Agent therein specified.  The Owner Trustee shall give such notice to the Certificate Registrar (if other than the Owner Trustee) and the Paying Agent at the time such notice is given to the Certificateholders.  Upon presentation and surrender of a Trust Certificate, the Paying Agent shall cause to be distributed to the Certificateholders amounts distributable on such Distribution Date pursuant to Section 5.01.

(d)Upon the winding up of the Trust and its termination, the Owner Trustee shall cause the Certificate of Trust to be canceled by filing a certificate of cancellation with the Secretary of State in accordance with the provisions of Section 3810 of the Statutory Trust Statute.

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ARTICLE TEN

SUCCESSOR OWNER TRUSTEES AND ADDITIONAL OWNER TRUSTEES

Section 10.01.Eligibility Requirements for Owner Trustee.

The Owner Trustee shall at all times be a corporation satisfying the provisions of Section 3807(a) of the Statutory Trust Statute; authorized to exercise corporate trust powers; and (a)(i) having a combined capital and surplus of at least $50,000,000 and subject to supervision or examination by federal or state authorities and (ii) having (or having a parent that has) a rating of at least Baa3 by Moody’s, or (b) that satisfies the Rating Agency Condition.  If such corporation shall publish reports of condition at least annually pursuant to law or to the requirements of the aforesaid supervising or examining authority, then for the purpose of this Section, the combined capital and surplus of such corporation shall be deemed to be its combined capital and surplus as set forth in its most recent report of condition so published.  In case at any time the Owner Trustee shall cease to be eligible in accordance with the provisions of this Section, the Owner Trustee shall resign immediately in the manner and with the effect specified in Section 10.02.

Section 10.02.Resignation or Removal of Owner Trustee.

The Owner Trustee may at any time resign and be discharged from the trusts hereby created by giving written notice thereof to the Administrator.  Upon receiving such notice of resignation, the Administrator shall promptly appoint a successor Owner Trustee by written instrument, in duplicate, one copy of which instrument shall be delivered to the resigning Owner Trustee and one copy to the successor Owner Trustee.  If no successor Owner Trustee shall have been so appointed and have accepted appointment within 30 days after the giving of such notice of resignation, the resigning Owner Trustee may petition any court of competent jurisdiction for the appointment of a successor Owner Trustee.

If at any time the Owner Trustee shall cease to be eligible in accordance with the provisions of Section 10.01 and shall fail to resign after written request therefor by the Administrator, or if at any time the Owner Trustee shall be legally unable to act, or shall be adjudged bankrupt or insolvent, or a receiver of the Owner Trustee or of its property shall be appointed or any public officer shall take charge or control of the Owner Trustee or of its property or affairs for the purpose of rehabilitation, conservation or liquidation, then the Administrator may remove the Owner Trustee.  If the Administrator shall remove the Owner Trustee under the authority of the immediately preceding sentence, the Administrator shall promptly appoint a successor Owner Trustee by written instrument, in duplicate, one copy of which instrument shall be delivered to the outgoing Owner Trustee so removed and one copy to the successor Owner Trustee, and shall pay all fees owed to the outgoing Owner Trustee.

Any resignation or removal of the Owner Trustee and appointment of a successor Owner Trustee pursuant to any of the provisions of this Section shall not become effective until acceptance of appointment by the successor Owner Trustee pursuant to Section 10.03 and payment of all fees and expenses owed to the outgoing Owner Trustee.  The Administrator shall provide notice of such resignation or removal of the Owner Trustee to each Rating Agency.

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Section 10.03.Successor Owner Trustee.

Any successor Owner Trustee appointed pursuant to Section 10.02 shall execute, acknowledge and deliver to the Administrator, and to its predecessor Owner Trustee, an instrument accepting such appointment under this Agreement, and thereupon the resignation or removal of the predecessor Owner Trustee shall become effective, and such successor Owner Trustee, without any further act, deed or conveyance, shall become fully vested with all the rights, powers, duties and obligations of its predecessor under this Agreement, with like effect as if originally named as Owner Trustee.  The predecessor Owner Trustee shall upon payment of its fees and expenses deliver to the successor Owner Trustee all documents and statements and monies held by it under this Agreement; and the Administrator and the predecessor Owner Trustee shall execute and deliver such instruments and do such other things as may reasonably be required for fully and certainly vesting and confirming in the successor Owner Trustee all such rights, powers, duties and obligations.

No successor Owner Trustee shall accept appointment as provided in this Section unless at the time of such acceptance such successor Owner Trustee shall be eligible pursuant to Section 10.01.

Upon acceptance of appointment by a successor Owner Trustee pursuant to this Section, the Administrator shall mail notice thereof to the Certificateholders, the Indenture Trustee, the Noteholders[, the Swap Counterparty] and each Rating Agency.

Section 10.04.Merger or Consolidation of Owner Trustee.

Any corporation into which the Owner Trustee may be merged or converted or with which it may be consolidated, or any corporation resulting from any merger, conversion or consolidation to which the Owner Trustee shall be a party, or any corporation succeeding to all or substantially all of the corporate trust business of the Owner Trustee, shall be the successor of the Owner Trustee hereunder, without the execution or filing of any instrument or any further act on the part of any of the parties hereto, anything herein to the contrary notwithstanding; provided, that such corporation shall be eligible pursuant to Section 10.01.  The Owner Trustee shall, upon any merger, conversion or consolidation described in this Section 10.04, provide notice to the Administrator detailing such merger, conversion or consolidation, including the full legal name, entity type and jurisdiction of formation or incorporation, of each entity involved in such merger, conversion or consolidation.  Upon receipt of such notice thereof from the Owner Trustee, the Administrator shall mail notice of such merger or consolidation to each Rating Agency.

Section 10.05.Appointment of Co-Trustee or Separate Trustee.

Notwithstanding any other provisions of this Agreement, at any time, for the purpose of meeting any legal requirements of any jurisdiction in which any part of the Trust Estate or any financed Motorcycle may at the time be located, the Administrator and the Owner Trustee acting jointly shall have the power and shall execute and deliver all instruments to appoint one or more Persons approved by the Administrator and Owner Trustee to act as co-trustee, jointly with the

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Owner Trustee, or as separate trustee or separate trustees, of all or any part of the Trust Estate, and to vest in such Person, in such capacity, such title to the Trust Estate or any part thereof and, subject to the other provisions of this Section, such powers, duties, obligations, rights and trusts as the Administrator and the Owner Trustee may consider necessary or desirable.  If the Administrator shall not have joined in such appointment within 15 days after the receipt by it of a request so to do, the Owner Trustee alone shall have the power to make such appointment.  No co-trustee or separate trustee under this Agreement shall be required to meet the terms of eligibility as a successor Owner Trustee pursuant to Section 10.01 and no notice of the appointment of any co-trustee or separate trustee shall be required pursuant to Section 10.03.

Each separate trustee and co-trustee shall, to the extent permitted by law, be appointed and act subject to the following provisions and conditions:

(a)all rights, powers, duties and obligations conferred or imposed upon the Owner Trustee shall be conferred upon and exercised or performed by the Owner Trustee and such separate trustee or co-trustee jointly (it being understood that such separate trustee or co-trustee is not authorized to act separately without the Owner Trustee joining in such act), except to the extent that under any law of any jurisdiction in which any particular act or acts are to be performed, the Owner Trustee shall be incompetent or unqualified to perform such act or acts, in which event such rights, powers, duties and obligations (including the holding of title to the Trust Estate or any portion thereof in any such jurisdiction) shall be exercised and performed singly by such separate trustee or co-trustee, but solely at the direction of the Owner Trustee;

(b)no trustee under this Agreement shall be personally liable by reason of any act or omission of any other trustee under this Agreement; and

(c)the Administrator and the Owner Trustee acting jointly may at any time accept the resignation of or remove any separate trustee or co-trustee.

Any notice, request or other writing given to the Owner Trustee shall be deemed to have been given to each of the then separate trustees and co-trustees, as effectively as if given to each of them.  Every instrument appointing any separate trustee or co-trustee shall refer to this Agreement and the conditions of this Article.  Each separate trustee and co-trustee, upon its acceptance of the trusts conferred, shall be vested with the estates or property specified in its instrument of appointment, either jointly with the Owner Trustee or separately, as may be provided therein, subject to all the provisions of this Agreement, specifically including every provision of this Agreement relating to the conduct of, affecting the liability of or affording protection to, the Owner Trustee.  Each such instrument shall be filed with the Owner Trustee and a copy thereof given to the Administrator.

Any separate trustee or co-trustee may at any time appoint the Owner Trustee as its agent or attorney-in-fact with full power and authority, to the extent not prohibited by law, to do any lawful act under or in respect of this Agreement on its behalf and in its name.  If any separate trustee or co-trustee shall die, become incapable of acting, resign or be removed, all of its estates, properties, rights, remedies and trusts shall vest in and be exercised by the Owner Trustee, to the

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extent permitted by law, without the appointment of a new or successor co-trustee or separate trustee.

ARTICLE ELEVEN

MISCELLANEOUS

Section 11.01.Supplements and Amendments.

(a)This Agreement may be amended by the Trust Depositor and the Owner Trustee, without the consent of any of the Noteholders[, the Swap Counterparty] or the Certificateholders, to cure any ambiguity, to correct or supplement any provisions in this Agreement or to add any other provisions with respect to matters or questions arising under this Agreement that shall not be inconsistent with the provisions of this Agreement; provided, however, that any such action shall not, as evidenced by an Opinion of Counsel, adversely affect in any material respect the interests of any Noteholder[, the Swap Counterparty] or Certificateholders.

(b)This Agreement may also be amended from time to time by the Trust Depositor and the Owner Trustee, with the consent of the Required Holders and the Holders of Trust Certificates evidencing not less than a majority of the Certificate Interests, for the purpose of adding any provisions to or changing in any manner or eliminating any of the provisions of this Agreement, or of modifying in any manner the rights of the Noteholders[, the Swap Counterparty] or the Certificateholders; provided, however, that no such amendment shall (i) increase or reduce in any manner the amount of, or accelerate or delay the timing of, collections of payments on Contracts or distributions that shall be required to be made for the benefit of the Noteholders[, the Swap Counterparty] or the Certificateholders or (ii) eliminate the requirement for Certificateholders’ consent or reduce the aforesaid percentage of the Outstanding Amount of the Notes required to consent to any such amendment, without the consent of all Certificateholders and Noteholders affected.

(c)Prior to the execution of any such amendment or consent, the Trust Depositor shall furnish written notification of the substance of such amendment or consent, together with a copy thereof, to the Indenture Trustee, the Administrator and each Rating Agency.

(d)Promptly after the execution of any such amendment or consent, the Owner Trustee shall furnish written notification of the substance of such amendment or consent to each Certificateholder.  It shall not be necessary for the consent of any Certificateholder[, the Swap Counterparty], the Noteholders or the Indenture Trustee pursuant to this Section to approve the particular form of any proposed amendment or consent, but it shall be sufficient if such consent shall approve the substance thereof.  The manner of obtaining such consents (and any other consents of the Certificateholders provided for in this Agreement or in any other Transaction Document) and of evidencing the authorization of the execution thereof by the

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Certificateholders shall be subject to such reasonable requirements as the Owner Trustee may prescribe.

(e)Promptly after the execution of any amendment to the Certificate of Trust, the Owner Trustee shall cause the filing of such amendment with the Secretary of State.

(f)Prior to the execution of any amendment to this Agreement or the Certificate of Trust, the Owner Trustee shall be entitled to receive and rely upon an Opinion of Counsel stating that the execution of such amendment is authorized or permitted by this Agreement.  The Owner Trustee may, but shall not be obligated to, enter into any such amendment that affects the Owner Trustee’s own rights, duties or immunities under this Agreement or otherwise.

Section 11.02.No Legal Title to Trust Estate in Owners.

No Owner shall have legal title to any part of the Trust Estate.  The Owners shall be entitled to receive distributions with respect to their undivided ownership interest in the Trust only in accordance with Articles Five and Nine.  No transfer, by operation of law or otherwise, of any right, title or interest of the Owners to and in their ownership interest in the Trust Estate shall operate to terminate this Agreement or the trusts hereunder or entitle any transferee to an accounting or to the transfer to it of legal title to any part of the Trust Estate.

Section 11.03.Limitations on Rights of Others.

The provisions of this Agreement are solely for the benefit of the Owner Trustee, the Trust Depositor, the Owners, the Administrator and, to the extent expressly provided herein, the Indenture Trustee[, the Swap Counterparty] and the Noteholders, and nothing in this Agreement, whether express or implied, shall be construed to give to any other Person any legal or equitable right, remedy or claim in the Trust Estate or under or in respect of this Agreement or any covenants, conditions or provisions contained herein.

Section 11.04.Notices.

All notices, demands, certificates, requests and communications hereunder (“notices”) shall be in writing and shall be effective (a) upon receipt when sent through the U.S. mail, registered or certified mail, return receipt requested, postage prepaid, with such receipt to be effective the date of delivery indicated on the return receipt, or (b) upon receipt when sent through an overnight courier, or (c) on the date personally delivered to an Authorized Officer of the party to which sent, or (d) on the date transmitted by legible telecopier or electronic mail transmission with a confirmation of receipt, in all cases addressed to the recipient at the address for such recipient set forth in the Sale and Servicing Agreement.

Each party hereto may, by notice given in accordance herewith to each of the other parties hereto, designate any further or different address to which subsequent notices shall be sent.

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Section 11.05.Severability of Provisions.

If any one or more of the covenants, agreements, provisions, or terms of this Agreement shall be for any reason whatsoever held invalid, then such covenants, agreements, provisions or terms shall be deemed severable from the remaining covenants, agreements, provisions or terms of this Agreement and shall in no way affect the validity or enforceability of the other provisions of this Agreement or of the Trust Certificates or the rights of the Holders thereof.

Section 11.06.Counterparts.

This Agreement may be executed in several counterparts, each of which shall be an original and all of which shall constitute but one and the same instrument.

Section 11.07.Successors and Assigns.

All covenants and agreements contained herein shall be binding upon, and inure to the benefit of, each of the Trust Depositor and the Owner Trustee and their respective successors and permitted assigns and each Owner and its successors and permitted assigns, all as herein provided.  Any request, notice, direction, consent, waiver or other instrument or action by an Owner shall bind the successors and assigns of such Owner.

Section 11.08.Covenants of the Trust Depositor.

In the event that any litigation with claims in excess of $1,000,000 to which the Trust Depositor is a party which shall be reasonably likely to result in a material judgment against the Trust Depositor that the Trust Depositor will not be able to satisfy shall be commenced, during the period beginning immediately following the commencement of such litigation and continuing until such litigation is dismissed or otherwise terminated (and, if such litigation has resulted in a final judgment against the Trust Depositor, such judgment has been satisfied), the Trust Depositor shall not pay any dividend to the Servicer, or make any distribution on or in respect of its capital stock to the Servicer, or repay the principal amount of any indebtedness of the Trust Depositor held by the Servicer, unless after giving effect to such payment, distribution or repayment, the Trust Depositor’s liquid assets shall not be less than the amount of actual damages claimed in such litigation.

Section 11.09.No Petition.

(a)The Trust Depositor will not at any time institute against the Trust any bankruptcy proceedings under any United States federal or state bankruptcy or similar law in connection with any obligations relating to the Trust Certificates, the Notes, this Agreement or any of the other Transaction Documents.

(b)The Owner Trustee, by entering into this Agreement, each Certificateholder, by accepting a Trust Certificate, and the Indenture Trustee[, the Swap Counterparty] and each Noteholder, by accepting the benefits of this Agreement, hereby covenant and agree that they will not at any time institute against the Trust Depositor or the

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Trust, or join in any institution against the Trust Depositor, or the Trust of, any bankruptcy, reorganization, arrangement, insolvency, or liquidation proceedings or other similar proceedings under any United States federal or state bankruptcy or similar law in connection with any obligations relating to the Trust Certificates, the Notes, this Agreement or any of the other Transaction Documents.

Section 11.10.No Recourse.

Each Certificateholder by accepting a Trust Certificate acknowledges that such Certificateholder’s Trust Certificate represents beneficial interests in the Trust only and does not represent interests in or obligations of the Trust Depositor, the Servicer, the Seller, the Administrator, the Owner Trustee, the Indenture Trustee or any of the respective Affiliates (other than the Trust) and no recourse may be had against such parties or their assets, except as may be expressly set forth or contemplated in this Agreement, the Trust Certificates or the other Transaction Documents.

Section 11.11.Headings.

The headings of the various Articles and Sections herein are for convenience of reference only and shall not define or limit any of the terms or provisions hereof.

Section 11.12.Governing Law.

THIS AGREEMENT SHALL BE CONSTRUED IN ACCORDANCE WITH THE LAWS OF THE STATE OF DELAWARE, WITHOUT REFERENCE TO ITS CONFLICT OF LAW PROVISIONS, AND THE OBLIGATIONS, RIGHTS AND REMEDIES OF THE PARTIES HEREUNDER SHALL BE DETERMINED IN ACCORDANCE WITH SUCH LAWS.

Section 11.13.Trust Certificate Transfer Restrictions.

No Trust Certificate or any interest therein may be acquired or held by or for the account of, or with the assets of, a Benefit Plan.  By accepting and holding a Trust Certificate, the Holder thereof shall be required to have represented and warranted that it is not a Benefit Plan and that it is not acquiring and will not hold such Trust Certificate or any interest therein for the account of, or with the assets of, a Benefit Plan.

Section 11.14.Trust Depositor Payment Obligation.

The Trust Depositor shall be responsible for payment of the Administrator’s compensation pursuant to Section 3 of the Administration Agreement and shall reimburse the Administrator for all expenses and liabilities of the Administrator incurred thereunder.

[signature page follows]

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IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be duly executed by their respective officers hereunto duly authorized, as of the day and year first above written.

HARLEY-DAVIDSON CUSTOMER FUNDING

CORP., as Trust Depositor

By:

Printed Name:

Title:

[                                         ],

as Owner Trustee

By:

Printed Name:

Title:

Signature Page to Trust Agreement

EXHIBIT A

FORM OF CERTIFICATE OF TRUST OF

Harley-Davidson Motorcycle Trust [              ]

This Certificate of Trust of Harley-Davidson Motorcycle Trust [            ] (the “Trust”), dated [                     ], is being duly executed and filed by [                  ], a [                 ], as Owner Trustee, to form a statutory trust under the Delaware Statutory Trust Act (12 Del. Code, § 3801 et seq.).

1.Name.  The name of the statutory trust formed hereby is Harley-Davidson Motorcycle Trust [             ].

2.Delaware Trustee.  The name and business address of the Owner Trustee of the Trust in the State of Delaware is [                        ], [                        ].

IN WITNESS WHEREOF, the undersigned, being the sole Owner Trustee of the Trust, has executed this Certificate of Trust as of the date first above written.

[                                    ],

not in its individual capacity but solely as

Owner Trustee

By:

Printed Name:

Title:

EXHIBIT B

FORM OF TRUST CERTIFICATE

THIS TRUST CERTIFICATE REPRESENTS A BENEFICIAL INTEREST IN THE TRUST (AS DEFINED BELOW) AND IS ENTITLED TO PAYMENTS AS DESCRIBED IN THE SALE AND SERVICING AGREEMENT AND INDENTURE REFERRED TO HEREIN.

THIS TRUST CERTIFICATE DOES NOT REPRESENT AN OBLIGATION OF OR AN INTEREST IN HARLEY-DAVIDSON CUSTOMER FUNDING CORP., HARLEY-DAVIDSON CREDIT CORP. OR ANY AFFILIATE THEREOF, EXCEPT TO THE EXTENT SET FORTH IN THE TRUST AGREEMENT.  THIS TRUST CERTIFICATE HAS NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933 OR ANY STATE SECURITIES LAWS AND MAY NOT BE SOLD, TRANSFERRED OR PLEDGED UNLESS THE CONDITIONS SET FORTH IN SECTIONS 3.01, 3.04 AND 11.13 OF THE TRUST AGREEMENT HAVE BEEN COMPLIED WITH.

NEITHER THIS TRUST CERTIFICATE NOR ANY INTEREST HEREIN MAY BE ACQUIRED OR HELD BY OR FOR THE ACCOUNT OF OR WITH THE ASSETS OF (A) AN EMPLOYEE BENEFIT PLAN (AS DEFINED IN SECTION 3(3) OF THE EMPLOYEE RETIREMENT INCOME SECURITY ACT OF 1974, AS AMENDED (“ERISA”)), THAT IS SUBJECT TO TITLE I OF ERISA, (B) A PLAN SUBJECT TO SECTION 4975 OF THE INTERNAL REVENUE CODE OF 1986, AS AMENDED OR (C) ANY ENTITY WHOSE UNDERLYING ASSETS INCLUDE PLAN ASSETS BY REASON OF AN EMPLOYEE BENEFIT PLAN’S OR A PLAN’S INVESTMENT IN THE ENTITY (A “BENEFIT PLAN”).

HARLEY-DAVIDSON MOTORCYCLE TRUST [                        ]

TRUST CERTIFICATE

NO. Certificate Interest: [100]%

THIS CERTIFIES THAT [                        ] is the registered owner of [100]% of the non-assessable, fully-paid, fractional undivided beneficial interest in the Harley-Davidson Motorcycle Trust [              ] (the “Trust”) formed by Harley-Davidson Customer Funding Corp., a Nevada corporation (the “Trust Depositor”).

The Trust was created pursuant to a Trust Agreement, dated as of [                    ] (as amended and supplemented from time to time, the “Trust Agreement”), between the Trust Depositor, and [                      ], as owner trustee (the “Owner Trustee”), a summary of certain of the pertinent provisions of which is set forth below.  To the extent not otherwise defined herein, the capitalized terms used herein have the meanings assigned to them in (i) the Trust Agreement,

(ii) the Sale and Servicing Agreement, dated as of [       ] (the “Sale and Servicing Agreement”), among the Trust, the Trust Depositor, Harley-Davidson Credit Corp. (“Harley-Davidson Credit”), as Servicer (in such capacity, the “Servicer”) and [                       ], as Indenture Trustee (the “Indenture Trustee”) or (iii) the Indenture, dated as of [           ] (the “Indenture”), between the Trust and the Indenture Trustee.

This Trust Certificate is a duly authorized Trust Certificate designated as “Harley-Davidson Motorcycle Trust [               ] Certificate”  (the “Trust Certificate”).  Issued under the Indenture are [          ] classes of notes designated as “[  ]% Motorcycle Contract Backed Notes, Class A-1”, “Motorcycle Contract Backed Notes, Class A-2a”, “[  ]% Floating Rate Motorcycle Contract Backed Notes, Class A-2b”, “[  ]% Motorcycle Contract Backed Notes, Class A-3”, “[  ]% Motorcycle Contract Backed Notes, Class A-4”, “[  ]% Motorcycle Contract Backed Notes, Class B”, “[  ]% Motorcycle Contract Backed Notes, Class C”, and “[  ]% Motorcycle Contract Backed Notes, Class D” (collectively, the “Notes”).  This Trust Certificate is issued under and is subject to the terms, provisions and conditions of the Trust Agreement, to which Trust Agreement the Holder of this Trust Certificate by virtue of its acceptance hereof assents and by which such Holder is bound.  The property of the Trust includes, among other things, [USE IF NO GRANTOR TRUST:][(i) all the right, title and interest of the Trust Depositor in and to the Contracts listed on the List of Contracts delivered on the Closing Date (including, without limitation, all security interests created thereunder), (ii) all rights of the Trust Depositor to payments which are collected pursuant thereto after the Cutoff Date, including any liquidation proceeds therefrom, (iii) all rights of the Trust Depositor under any theft, physical damage, credit life, disability or other individual insurance policy (and rights under a “forced placed” policy, if any), any debt insurance policy or any debt cancellation agreement relating to any such Contract, an Obligor or a Motorcycle securing such Contract, (iv) all security interests in each such Motorcycle, (v) all documents contained in the related Contract Files, (vi) all rights (but not the obligations) of the Trust Depositor under any related motorcycle dealer agreements between dealers (i.e., the originators of certain Contracts) and Harley-Davidson Credit, (vii) all rights of the Trust Depositor in the Lockbox, the Lockbox Account and the related Lockbox Agreement to the extent they relate to the Contracts (but excluding payments received on or before the Cutoff Date), (viii) all rights (but not the obligations) of the Trust Depositor under the Transfer and Sale Agreement, including but not limited to the Trust Depositor’s rights under Article V thereof, (ix) the remittances, deposits and payments made into the Trust Accounts from time to time and amounts in the Trust Accounts from time to time (and any investments of such amounts), (x) all rights of the Trust Depositor to rebates of premiums and other amounts relating to insurance policies, debt cancellation agreements, extended service contracts or other repair agreements and other items financed under such Contracts and (xi) all proceeds and products of the foregoing.][USE IF GRANTOR TRUST:][ (i) all the right, title and interest of the Trust Depositor in, to and under: in, to, and under the Underlying Trust Certificate, the Underlying Trust and the Underlying Trust Agreement, (ii) in, to, and under the Administration Agreement, and (iii) in and to the proceeds of the sale of the Notes (until distributed or expended for the purpose for which the Notes were issued) and the revenues, moneys, evidences of indebtedness, instruments, securities, and other financial assets (including any earnings thereon) in and payable into the Collection Account, in the manner and subject to the prior applications provided in Article Seven of the Sale and Servicing

Agreement, all as hereinbefore and hereinafter defined, including any contract or any evidence of indebtedness or other rights of the Issuer to receive any of the same.]

Under the Trust Agreement, there will be distributed on each Distribution Date to the person in whose name this Trust Certificate is registered as of the close of business on the Business Day immediately preceding such Distribution Date occurs (each, a “Record Date”), such Certificateholder’s fractional undivided beneficial interest in the amount to be distributed to such Certificateholder on such Distribution Date.

The holder of this Trust Certificate acknowledges and agrees that its rights to receive distributions in respect of this Trust Certificate are subordinated to the rights of the Noteholders [and the Swap Counterparty] to the extent described in the Sale and Servicing Agreement and the Indenture.

It is the intention of Harley-Davidson Credit, the Servicer, the Trust Depositor, Owner Trustee, Indenture Trustee and the Certificateholders that, in the event there is only one Certificateholder, the Trust be disregarded as a separate entity pursuant to Treasury Regulations Section 301.7701-3(b)(1)(ii) as in effect for periods after January 1, 1997.  The Trust Depositor has agreed in the Trust Agreement and each Certificateholder, by its acceptance of a Trust Certificate, agrees not to take any action inconsistent with such intended federal income tax treatment.  Because for federal income tax purposes the Trust will be disregarded as a separate entity, Trust items of income, gain, loss and deduction for any month as determined for federal income tax purposes shall be allocated entirely to the Trust Depositor (or subsequent purchaser of the Trust Certificate) as the sole Certificateholder.

Solely in the event the Trust Certificates are held by more than a single Certificateholder, it is the intent of the Trust Depositor, the Servicer and the Certificateholders that, solely for purposes of federal income, state and local income and single business tax and any other income taxes, the Trust will be treated as a partnership and the Certificateholders will be treated as partners in the partnership.  The purchaser hereof and the other Certificateholders, by acceptance of a Trust Certificate, agree to treat, and to take no action inconsistent with the treatment of, the Trust Certificates for such tax purposes as partnership interests in the Trust.

Each Certificateholder, by its acceptance of a Trust Certificate or beneficial interest in a Trust Certificate, covenants and agrees that such Certificateholder will not at any time institute against the Trust or the Trust Depositor, or join in any institution against the Trust or the Trust Depositor, Harley-Davidson Credit or the Servicer any bankruptcy, reorganization, arrangement, insolvency or liquidation proceedings, or other proceedings under any United States federal or state bankruptcy or similar law in connection with any obligations relating to the Trust Certificate, the Notes, the Trust Agreement or any of the other Transaction Documents.

Distributions on this Trust Certificate will be made as provided in the Sale and Servicing Agreement by wire transfer or check mailed to the Certificateholder of record in the Certificate Register without the presentation or surrender of this Trust Certificate or the making of any notation hereon.  Except as otherwise provided in the Trust Agreement and notwithstanding the above, the final distribution on this Trust Certificate will be made after due notice by the Owner Trustee of the pendency of such distribution and only upon presentation and surrender of this Trust Certificate at the office or agency maintained for that purpose by the Owner Trustee in the City of Wilmington, Delaware.

This Trust Certificate does not represent an obligation of, or an interest in the Trust Depositor, Harley-Davidson Credit, as the Seller or Servicer, the Owner Trustee, the Indenture Trustee or any of their respective Affiliates (other than the Trust) and no recourse may be had against such parties or their assets, except as expressly set forth or contemplated herein or in the Trust Agreement or the other Transaction Documents.  In addition, this Trust Certificate is not guaranteed by any governmental agency or instrumentality and is limited in right of payment to certain collections and recoveries with respect to the Contracts and certain other amounts, in each case as more specifically set forth herein and in the Sale and Servicing Agreement.  A copy of each of the Sale and Servicing Agreement and the Trust Agreement may be examined by any Certificateholder upon written request during normal business hours at the principal office of the Trust Depositor and at such other places, if any, designated by the Trust Depositor.

The Trust Agreement permits, with certain exceptions therein provided, the amendment thereof and the modification of the rights and obligations of the Trust Depositor and the rights of the Certificateholders under the Trust Agreement at any time by the Trust Depositor and the Owner Trustee with the consent of the Holders of Trust Certificates evidencing not less than a majority of the Certificate Interests and the Required Holders.  Any such consent by the Holder of this Trust Certificate shall be conclusive and binding on such Holder and on all future Holders of this Trust Certificate and of any Trust Certificate issued upon the transfer hereof or in exchange herefor or in lieu hereof, whether or not notation of such consent is made upon this Trust Certificate.  The Trust Agreement also permits the amendment thereof, in certain limited circumstances, without the consent of the Holders of any of the Trust Certificates.

As provided in the Trust Agreement and subject to certain limitations therein set forth, the transfer of this Trust Certificate is registrable in the Certificate Register upon surrender of this Trust Certificate for registration of transfer at the offices or agencies of the Certificate Registrar, accompanied by a written instrument of transfer in form satisfactory to the Owner Trustee and the Certificate Registrar duly executed by the Holder hereof or such Holder’s attorney duly authorized in writing, and thereupon one or more new Trust Certificates evidencing the same aggregate Certificate Interest in the Trust will be issued to the designated transferee.  The initial Certificate Registrar appointed under the Trust Agreement is the Owner Trustee.

The Owner Trustee, the Certificate Registrar and any of their respective agents may treat the Person in whose name this Trust Certificate is registered as the owner hereof for all purposes, and none of the Owner Trustee, the Certificate Registrar or any such agent shall be affected by any notice to the contrary.

The obligations and responsibilities created by the Trust Agreement and the Trust created thereby shall terminate upon the payment to the Certificateholders of all amounts required to be paid to it pursuant to the Trust Agreement and the Sale and Servicing Agreement and the disposition of all property held as part of the Trust Estate.  The Servicer may at its option purchase the Trust Estate at a price specified in the Sale and Servicing Agreement, and such purchase of the Contracts and other property of the Trust will affect final payment of the Trust Certificates; however, such right of purchase is exercisable only as of any Distribution Date on which the Pool Balance has declined to less than 10% of the Pool Balance on the Cutoff Date.

This Trust Certificate or any interest therein may not be acquired or held by, or for the account of, or with the assets of, a Benefit Plan.  The Holder hereof, by accepting and holding a beneficial interest in this Trust Certificate, shall be required to have represented and warranted that it is not a Benefit Plan and is not acquiring and will not hold this Trust Certificate or an interest therein for the account of, or with the assets of, a Benefit Plan.

Unless the certificate of authentication hereon shall have been executed by an authorized officer of the Owner Trustee, by manual signature, this Trust Certificate shall not entitle the holder hereof to any benefit under the Trust Agreement or any other Transaction Document or be valid for any purpose.

THIS TRUST CERTIFICATE SHALL BE CONSTRUED IN ACCORDANCE WITH THE LAWS OF THE STATE OF DELAWARE, WITHOUT REFERENCE TO ITS CONFLICT OF LAW PROVISIONS, AND THE OBLIGATIONS, RIGHTS AND REMEDIES OF THE PARTIES HEREUNDER SHALL BE DETERMINED IN ACCORDANCE WITH SUCH LAWS.

IN WITNESS WHEREOF, the Owner Trustee, on behalf of the Trust and not in its individual capacity, has caused this Trust Certificate to be duly executed.

Dated:	Harley-Davidson Motorcycle Trust [                 ]
	By:
		[                        ], not in its individual capacity but solely as Owner Trustee
	By:
		Authorized Signatory

OWNER TRUSTEE’S CERTIFICATE OF AUTHENTICATION

This is the Trust Certificate referred to in the within-mentioned Trust Agreement.

[                                   ],

not in its individual capacity but solely

as Owner Trustee

By:
	Authorized Signatory

ASSIGNMENT

FOR VALUE RECEIVED the undersigned hereby sells, assigns and transfers unto

PLEASE INSERT SOCIAL SECURITY OR

OTHER IDENTIFYING NUMBER OF ASSIGNEE

(Please print or type name and address, including postal zip code, of assignee)

the within Trust Certificate, and all rights thereunder, hereby irrevocably constituting and appointing

to transfer said Trust Certificate on the books of the Certificate Registrar, with full power of substitution in the premises.

Dated:

Signature Guaranteed:

NOTICE: Signature(s) must be guaranteed by an eligible guarantor institution. NOTICE: The signature to this assignment must correspond with the name of the registered owner as it appears on the face of the within Trust Certificate in every particular, without alteration or enlargement or any change whatever.

[EXHIBIT C

FORM OF UNDERLYING TRUST CERTIFICATE

NUMBER R-

HARLEY-DAVIDSON MOTORCYCLE GRANTOR TRUST [               ]

UNDERLYING TRUST CERTIFICATE

Percentage interest in Trust Estate evidenced by this Certificate: 100%

Evidencing a beneficial interest in the assets of Harley-Davidson Motorcycle Grantor Trust [                 ], a Delaware [statutory] trust (the “Underlying Trust”), entitling the holder to certain distributions of the Underlying Trust, as defined below, the property of which includes a pool of fixed-rate, simple interest promissory notes and security agreements and retail installment sale contracts relating to Harley-Davidson motorcycles and motorcycles not manufactured by Harley-Davidson sold to the Underlying Trust by Harley-Davidson Customer Funding Corp., a Nevada corporation (the “Sponsor”), pursuant to a Sale and Servicing Agreement dated as of [              ], 20[  ] (the “Closing Date”) between the Underlying Trustee and the Sponsor (the “Sale and Servicing Agreement”).

THIS UNDERLYING TRUST CERTIFICATE HAS NOT BEEN REGISTERED UNDER THE SECURITIES ACT OR ANY OTHER APPLICABLE SECURITIES OR “BLUE SKY” LAWS OF ANY STATE OR OTHER JURISDICTION, AND MAY NOT BE RESOLD, ASSIGNED, PLEDGED OR OTHERWISE TRANSFERRED EXCEPT IN COMPLIANCE WITH THE REGISTRATION REQUIREMENTS OF THE SECURITIES ACT OR ANY OTHER APPLICABLE SECURITIES OR “BLUE SKY” LAWS, PURSUANT TO AN EXEMPTION THEREFROM OR IN A TRANSACTION NOT SUBJECT THERETO.  THE HOLDER OF THIS UNDERLYING TRUST CERTIFICATE AGREES, ON ITS OWN BEHALF AND ON BEHALF OF ANY ACCOUNTS FOR WHICH IT IS ACTING AS AGENT, THAT (1) SUCH UNDERLYING TRUST CERTIFICATE MAY NOT BE RESOLD, ASSIGNED, PLEDGED OR TRANSFERRED EXCEPT IN ACCORDANCE WITH A MERGER, CONSOLIDATION OR OTHER SALE IN ACCORDANCE WITH SECTION 3.10 OF THE INDENTURE.

THIS CERTIFIES THAT HARLEY-DAVIDSON MOTORCYCLE TRUST [          ], a Delaware statutory trust (the “Settlor”), is the registered owner of the Trust Certificate that is a nonassessable, fully-paid, beneficial interest in the assets of the Underlying Trust, entitling it to certain distributions of the Underlying Trust.

The Underlying Trust was created pursuant to a Trust Agreement dated as of the Closing Date (the “Underlying Trust Agreement”), among the Settlor, Harley-Davidson Credit Corp., as administrator, the Trust Depositor and [                      ], as underlying trustee (the “Underlying Trustee”).

This Underlying Trust Certificate is the sole duly authorized certificate designated as Harley-Davidson Motorcycle Grantor Trust [            ] Trust Certificate (herein called the “Underlying Trust Certificate”).  This Underlying Trust Certificate is issued under and is subject to the terms, provisions and conditions of the Underlying Trust Agreement, to which Underlying Trust Agreement the Certificateholder by virtue of the acceptance hereof assents and by which such Certificateholder is bound.

“Certificateholder” means the registered owner of this Certificate and its registered assigns.

Under the Underlying Trust Agreement, there will be distributed on each Monthly Distribution Date to or for the account of the Certificateholder, the “Trust Certificate Distribution Amount” as defined in the Underlying Trust Agreement.

It is the intent of the Sponsor, the Underlying Trustee and the Certificateholder that, for purposes of federal income taxes, and to the extent permitted by law, for purposes of applicable state income or franchise tax, the Underlying Trust will be treated as a grantor trust for federal income tax purposes.  The Certificateholder, by acceptance of an Underlying Trust Certificate, agrees to treat, and to take no action inconsistent with the treatment of, the Underlying Trust and the Underlying Trust Certificate for such tax purposes as just described.

The Certificateholder by accepting this Underlying Trust Certificate acknowledges that the Certificateholder’s Underlying Trust Certificate represents beneficial interests in the Underlying Trust only and does not represent interests in or obligations of Harley-Davidson Credit Corp., the Settlor, the Underlying Trustee or any affiliate thereof and no recourse may be had against such parties or their assets, except as expressly set forth or contemplated in the Underlying Trust Agreement, this Underlying Trust Certificate or the other Transaction Documents.

Unless the certificate of authentication hereon shall have been executed by an authorized officer of the Underlying Trustee, by manual signature, this Underlying Trust Certificate shall not entitle the Certificateholder hereof to any benefit under the Underlying Trust Agreement or be valid for any purpose.

THIS UNDERLYING TRUST CERTIFICATE SHALL BE CONSTRUED IN ACCORDANCE WITH THE LAWS OF THE STATE OF [DELAWARE], AND THE OBLIGATIONS, RIGHTS AND REMEDIES OF THE PARTIES HEREUNDER SHALL BE DETERMINED IN ACCORDANCE WITH SUCH LAWS WITHOUT REGARD TO CONFLICT OF LAWS PRINCIPLES (OTHER THAN THE PROVISIONS OF THE UCC).

THE HOLDER HEREOF AGREES THAT THIS UNDERLYING TRUST CERTIFICATE MAY NOT BE REOFFERED, RESOLD, PLEDGED OR OTHERWISE TRANSFERRED TO AN “EMPLOYEE BENEFIT PLAN” AS DEFINED IN SECTION 3(3) OF THE EMPLOYEE RETIREMENT INCOME SECURITY ACT OF 1974 (“ERISA”), A “GOVERNMENTAL PLAN” AS DEFINED IN SECTION 3(32) OF ERISA, A “CHURCH PLAN” AS DEFINED IN SECTION 3(33) OF ERISA, OR A “PLAN” AS DEFINED IN SECTION 4975(e)(1) OF THE INTERNAL REVENUE CODE OF 1986, AS AMENDED, THAT IS OTHERWISE SUBJECT TO ERISA, WITHOUT REGARD TO WHETHER SUCH PLAN IS A QIB.

IN WITNESS WHEREOF, the Underlying Trustee, on behalf of the Underlying Trust and not in its individual capacity, has caused this Underlying Trust Certificate to be duly executed.

	HARLEY-DAVIDSON MOTORCYCLE GRANTOR TRUST [       ], acting by and through [                        ],as Underlying Trustee
	By:
Dated:                   , 20

UNDERLYING TRUSTEE’S CERTIFICATE OF AUTHENTICATION

This is one of the Underlying Trust Certificates referred to in the within-mentioned Grantor Trust Agreement.

	[                                       ], as Underlying Trustee
	By:
Dated:                   , 20

ASSIGNMENT

FOR VALUE RECEIVED the undersigned hereby sells, assigns and transfers unto

(Please print or type name and address, including postal zip code, of assignee)

the within Trust Certificate, and all rights thereunder, hereby irrevocably constituting and appointing

                                                                                                                                                                               Attorney to transfer said Trust Certificate on the books of the Trust Certificate Registrar, with full power of substitution in the premises.

Dated:                                                                         ]

EXHIBIT [C][D]

FORM OF TRANSFEREE CERTIFICATE

[          ], 20     

Harley-Davidson Motorcycle Trust [             ],

as Issuer

c/o [                                             ],

as Owner Trustee

[                                             ],

as Owner Trustee

Ladies and Gentlemen:

All capitalized terms not defined in this certificate shall have the meaning assigned to them in Sections 1.01 and 1.02 of that certain Trust Agreement, dated [               ], by and between Harley-Davidson Customer Funding Corp., as trust depositor (the “Trust Depositor”), and [                                        ], as owner trustee (the “Owner Trustee”).  In connection with our proposed purchase of [     ]% Certificate Interest Trust Certificates (the “Trust Certificates”) of Harley-Davidson Motorcycle Trust [                ] (the “Trust”), a trust formed by the Trust Depositor, we confirm that:

(a)[RULE 144A CERTIFICATIONS TO BE UTILIZED AS REQUIRED BY PRIVATE ISSUANCE OF CERTIFICATES WITH GRANTOR TRUST STRUCTURE]We acknowledge that the Trust Certificates have not been and will not be registered under the Securities Act or the securities laws of any jurisdiction.

(b)We have neither acquired nor will we transfer any Trust Certificate we purchase (or any interest therein) or cause any such Trust Certificate (or any interest therein) to be marketed on or through an “established securities market” within the meaning of Section 7704(b)(1) of the Code, including, without limitation, an over-the-counter-market or an interdealer quotation system that regularly disseminates firm buy or sell quotations;

(c)We either (i) are not, and will not become, a partnership, Subchapter S corporation or grantor trust for U.S. federal income tax purposes (or a disregarded entity of any of the foregoing) or (ii) are such an entity, but none of the direct or indirect beneficial owners of any of the interests in us have allowed or caused, or will allow or cause, 50% or more (or, if the Owner Trustee has received an Opinion of Counsel in form and substance acceptable to the Trust Depositor that the proposed transfer to such transferee will not cause the Trust to be treated as a publicly traded partnership within the meaning of Section 7704 of the Code, such other percentage as the Owner Trustee may establish prior to the time of such proposed transfer) of the value of such interests in us to be attributable to our ownership of Trust Certificates.

(d)We (i) are acquiring the Trust Certificate for the account of [               ] Persons and we will notify the Owner Trustee of any changes in the number of such Persons and (B) understand that any such change in the number of Persons for whose account a Trust Certificate is held shall require the written consent of the Owner Trustee, which consent shall be granted unless the Owner Trustee determines that such proposed change in number of Persons would create a risk that the Trust would be classified for federal or any applicable state tax purposes as an association (or a publicly traded partnership) taxable as a corporation.

(e)We understand that no subsequent transfer of the Trust Certificates is permitted unless (i) such transfer is of a Trust Certificate with a Certificate Interest of at least 5%, (ii) we cause the proposed transferee to provide to the Owner Trustee and the Trust Depositor a letter substantially in the form of Exhibit D to the Trust Agreement or such other written statement as the Owner Trustee shall prescribe and (iii) the Trust consents in writing to the proposed transfer, which consent shall be granted unless the Owner Trustee determines that such transfer would create a risk that the Trust would be classified for federal or any applicable state tax purposes as an association (or a publicly traded partnership) taxable as a corporation; provided, however, that any attempted transfer that would either cause the number of registered holders of Trust Certificates in the aggregate to exceed 100 or otherwise cause the Trust to become a publicly traded partnership for income tax purposes shall be a void transfer.

(f)We understand that the Opinion of Counsel to the Trust that the Trust is not a publicly traded partnership taxable as a corporation is dependent in part on the accuracy of the representations in paragraphs (b) through (e) above.

(g)We are a United States Person within the meaning of Section 7701(a)(30) of the Code.

(h)No Trust Certificate will be acquired or held by or for the account of (i) an employee benefit plan (as defined in Section 3(3) of the Employee Retirement Income Security Act of 1974, as amended (“ERISA”), that is subject to the provisions of Title I of ERISA, (ii) a plan described in Section 4975(e)(1) of the Code that is subject to Section 4975 of the Code or (iii) any entity whose underlying assets include plan assets by reason of an employee benefit plan’s or a plan’s investment in the entity.  Each Person who acquires any Trust Certificate or interest therein will certify that the foregoing conditions are satisfied.

(i)We are aware that we (or any account for which we are purchasing) may be required to bear the economic risk of an investment in the Trust Certificates for an indefinite period, and we (or such account) are able to bear such risk for an indefinite period.

(j)We acknowledge that the Owner Trustee, the Trust Depositor, and their Affiliates, and others will rely upon the truth and accuracy of the foregoing acknowledgments, representations and agreements.

You are entitled to rely upon this letter and are irrevocably authorized to produce this letter or a copy hereof to any interested party in any administrative or legal proceedings or official inquiry with respect to the matters covered hereby.

Very truly yours,

By:

Name:

Title:

EX-4.2

Exhibit 4.2

HARLEY-DAVIDSON MOTORCYCLE TRUST [           ],

as Issuer,

and

[                         ],

as Indenture Trustee

INDENTURE

Dated as of [                ]

Motorcycle Contract Backed Notes

CROSS-REFERENCE TABLE

TIA	Indenture
Section	Section
310(a)(1)	6.11
(a)(2)	6.11
(a)(3)	6.10
(a)(4)	N.A.
(a)(5)	6.11
(b)	6.08; 6.11; 11.04
311(a)	6.13
(b)	6.13
312(a)	7.01; 7.02
(b)	7.02
(c)	7.02
313(a)	7.04
(b)	7.04
(c)	7.04
(d)	7.04
314(a)	7.03
(b)	3.06
(c)(1)	2.02; 6.02; 11.01
(c)(2)	11.01
(c)(3)	11.01
(d)	11.01
(e)	11.01
(f)	N.A.
315(a)	6.01
(b)	6.05
(c)	6.01
(d)	5.12; 6.01
(e)	5.14
316(a)(1)(A)	5.12
(a)(1)(B)	5.02
(a)(2)	N.A.*
(b)	5.08
(c)	N.A.
317(a)	5.03; 5.04
(b)	3.03
318(a)	11.18

*N.A. means Not Applicable

**This Cross-Reference Table shall not, for any purpose, be deemed to be a part of the Indenture.

i

TABLE OF CONTENTS

		Page
ARTICLE ONE DEFINITIONS AND INCORPORATION BY REFERENCE		2
SECTION 1.01.	DEFINITIONS	2
SECTION 1.02.	INCORPORATION BY REFERENCE OF TRUST INDENTURE ACT	10
SECTION 1.03.	RULES OF CONSTRUCTION	10
ARTICLE TWO THE NOTES		11
SECTION 2.01.	FORM	11
SECTION 2.02.	EXECUTION, AUTHENTICATION AND DELIVERY	11
SECTION 2.03.	TEMPORARY NOTES	12
SECTION 2.04.	REGISTRATION; REGISTRATION OF TRANSFER AND EXCHANGE	12
SECTION 2.05.	MUTILATED, DESTROYED, LOST OR STOLEN NOTES	14
SECTION 2.06.	PERSONS DEEMED OWNER	15
SECTION 2.07.	PAYMENT OF PRINCIPAL AND INTEREST; DEFAULTED INTEREST	15
SECTION 2.08.	CANCELLATION	15
SECTION 2.09.	BOOK-ENTRY NOTES	16
SECTION 2.10.	NOTICES TO CLEARING AGENCY	16
SECTION 2.11.	DEFINITIVE NOTES	16
SECTION 2.12.	RELEASE OF COLLATERAL	17
SECTION 2.13.	TAX TREATMENT	17
SECTION 2.14.	CALCULATION OF CLASS A-2	17
ARTICLE THREE COVENANTS		17
SECTION 3.01.	PAYMENT OF PRINCIPAL AND INTEREST	17
SECTION 3.02.	MAINTENANCE OF OFFICE OR AGENCY	18
SECTION 3.03.	MONEY FOR PAYMENTS TO BE HELD IN TRUST	18
SECTION 3.04.	EXISTENCE	19
SECTION 3.05.	PROTECTION OF COLLATERAL	20
SECTION 3.06.	OPINIONS AS TO COLLATERAL	20
SECTION 3.07.	PERFORMANCE OF OBLIGATIONS; SERVICING OF CONTRACTS	21
SECTION 3.08.	NEGATIVE COVENANTS	21
SECTION 3.09.	ANNUAL STATEMENT AS TO COMPLIANCE	22
SECTION 3.10.	ISSUER MAY CONSOLIDATE, ETC. ONLY ON CERTAIN TERMS	22
SECTION 3.11.	SUCCESSOR OR TRANSFEREE	24
SECTION 3.12.	NO OTHER BUSINESS	24
SECTION 3.13.	NO BORROWING	24
SECTION 3.14.	SERVICER’S OBLIGATIONS	24
SECTION 3.15.	GUARANTEES, LOANS ADVANCES AND OTHER LIABILITIES	24

i

SECTION 3.16.	CAPITAL EXPENDITURES	24
SECTION 3.17.	RESTRICTED PAYMENTS	24
SECTION 3.18.	NOTICE OF EVENTS OF DEFAULT	25
SECTION 3.19.	FURTHER INSTRUMENTS AND ACTS	25
SECTION 3.20.	COMPLIANCE WITH LAWS	25
SECTION 3.21.	AMENDMENTS OF SALE AND SERVICING AGREEMENT AND TRUST AGREEMENT
SECTION 3.22.	REMOVAL OF ADMINISTRATOR	25
SECTION 3.23.	CREATION OF A VALID SECURITY INTEREST	25
ARTICLE FOUR SATISFACTION AND DISCHARGE		25
SECTION 4.01.	SATISFACTION AND DISCHARGE OF INDENTURE	25
SECTION 4.02.	APPLICATION OF TRUST MONEY	27
SECTION 4.03.	REPAYMENT OF MONEYS HELD BY PAYING AGENT	27
SECTION 4.04.	RELEASE OF COLLATERAL	27
ARTICLE FIVE REMEDIES		27
SECTION 5.01.	EVENTS OF DEFAULT	27
SECTION 5.02.	RIGHTS UPON EVENT OF DEFAULT	28
SECTION 5.03.	COLLECTION OF INDEBTEDNESS AND SUITS FOR ENFORCEMENT BY INDENTURE TRUSTEE; AUTHORITY OF INDENTURE TRUSTEE	28
SECTION 5.04.	REMEDIES	30
SECTION 5.05.	OPTIONAL PRESERVATION OF THE CONTRACTS	31
SECTION 5.06.	PRIORITIES	31
SECTION 5.07.	LIMITATION OF SUITS	31
SECTION 5.08.	UNCONDITIONAL RIGHTS OF NOTEHOLDERS TO RECEIVE PRINCIPAL AND INTEREST	32
SECTION 5.09.	RESTORATION OF RIGHTS AND REMEDIES	32
SECTION 5.10.	RIGHTS AND REMEDIES CUMULATIVE	32
SECTION 5.11.	DELAY OR OMISSION NOT A WAIVER	33
SECTION 5.12.	CONTROL BY NOTEHOLDERS	33
SECTION 5.13.	WAIVER OF PAST DEFAULTS	33
SECTION 5.14.	UNDERTAKING FOR COSTS	33
SECTION 5.15.	WAIVER OF STAY OR EXTENSION LAWS	34
SECTION 5.16.	ACTION ON NOTES	34
SECTION 5.17.	PERFORMANCE AND ENFORCEMENT OF CERTAIN OBLIGATIONS	34
ARTICLE SIX THE INDENTURE TRUSTEE		35
SECTION 6.01.	DUTIES OF INDENTURE TRUSTEE	35
SECTION 6.02.	RIGHTS OF INDENTURE TRUSTEE	36
SECTION 6.03.	INDIVIDUAL RIGHTS OF INDENTURE TRUSTEE	37
SECTION 6.04.	INDENTURE TRUSTEE’S DISCLAIMER	37
SECTION 6.05.	NOTICE OF DEFAULTS	37
SECTION 6.06.	REPORTS BY INDENTURE TRUSTEE TO HOLDERS	37
SECTION 6.07.	COMPENSATION AND INDEMNITY	37
SECTION 6.08.	REPLACEMENT OF INDENTURE TRUSTEE	38
SECTION 6.09.	SUCCESSOR INDENTURE TRUSTEE BY MERGER	39

ii

SECTION 6.10.	APPOINTMENT OF CO-INDENTURE TRUSTEE OR SEPARATE INDENTURE TRUSTEE	39
SECTION 6.11.	ELIGIBILITY	40
SECTION 6.12.	PENNSYLVANIA MOTOR VEHICLE SALES FINANCE ACT LICENSES	41
SECTION 6.13.	PREFERENTIAL COLLECTION OF CLAIMS AGAINST ISSUER	41
SECTION 6.14.	REPRESENTATIONS AND WARRANTIES OF INDENTURE TRUSTEE	41
ARTICLE SEVEN NOTEHOLDERS’ LISTS AND REPORTS; NOTEHOLDER COMMUNICATION		42
SECTION 7.01.	ISSUER TO FURNISH INDENTURE TRUSTEE NAMES AND ADDRESSES OF NOTEHOLDERS	42
SECTION 7.02.	PRESERVATION OF INFORMATION: COMMUNICATION TO NOTEHOLDERS	42
SECTION 7.03.	COMMUNICATIONS BETWEEN THE NOTEHOLDERS	43
SECTION 7.04.	NOTEHOLDER DEMAND FOR ASSET REPRESENTATIONS REVIEW	43
SECTION 7.05.	REPORTS BY ISSUER	43
SECTION 7.06.	REPORTS BY INDENTURE TRUSTEE	44
ARTICLE EIGHT ACCOUNTS, DISBURSEMENTS AND RELEASES		44
SECTION 8.01.	COLLECTION OF MONEY	44
SECTION 8.02.	TRUST ACCOUNTS	45
SECTION 8.03.	GENERAL PROVISIONS REGARDING ACCOUNTS	45
SECTION 8.04.	RELEASE OF COLLATERAL	46
SECTION 8.05.	OPINION OF COUNSEL	46
ARTICLE NINE SUPPLEMENTAL INDENTURES		46
SECTION 9.01.	SUPPLEMENTAL INDENTURES WITHOUT CONSENT OF NOTEHOLDERS	46
SECTION 9.02.	SUPPLEMENTAL INDENTURES WITH CONSENT OF NOTEHOLDERS	47
SECTION 9.03.	EXECUTION OF SUPPLEMENTAL INDENTURES	49
SECTION 9.04.	EFFECT OF SUPPLEMENTAL INDENTURE	49
SECTION 9.05.	CONFORMITY WITH TRUST INDENTURE ACT	49
SECTION 9.06.	REFERENCE IN NOTES TO SUPPLEMENTAL INDENTURES	49
ARTICLE TEN REDEMPTION OF NOTES		49
SECTION 10.01.	REDEMPTION	49
SECTION 10.02.	FORM OF REDEMPTION NOTICE	50
SECTION 10.03.	NOTES PAYABLE ON REDEMPTION DATE	50
ARTICLE ELEVEN MISCELLANEOUS		51
SECTION 11.01.	COMPLIANCE CERTIFICATES AND OPINIONS, ETC.	51
SECTION 11.02.	FORM OF DOCUMENTS DELIVERED TO INDENTURE TRUSTEE	52
SECTION 11.03.	ACTS OF NOTEHOLDERS	53
SECTION 11.04.	NOTICES	53
SECTION 11.05.	NOTICES TO NOTEHOLDERS; WAIVER	54
SECTION 11.06.	ALTERNATE PAYMENT AND NOTICE PROVISIONS	54
SECTION 11.07.	EFFECT OF HEADINGS AND TABLE OF CONTENTS	54
SECTION 11.08.	SUCCESSORS AND ASSIGNS	54
SECTION 11.09.	SEPARABILITY	54

iii

SECTION 11.10.	BENEFITS OF INDENTURE	54
SECTION 11.11.	LEGAL HOLIDAYS	55
SECTION 11.12.	GOVERNING LAW	55
SECTION 11.13.	WAIVER OF JURY TRIAL	55
SECTION 11.14	COUNTERPARTS	55
SECTION 11.15.	RECORDING OF INDENTURE	55
SECTION 11.16.	TRUST OBLIGATION	55
SECTION 11.17.	NO PETITION	55
SECTION 11.18.	INSPECTION	56
SECTION 11.19.	CONFLICT WITH TRUST INDENTURE ACT	56
SECTION 11.20.	DISCLAIMER AND SUBORDINATION	56
SECTION 11.21.	LIMITATION OF RIGHTS	57
SECTION 11.22.	COMMUNICATIONS WITH RATING AGENCIES	57

EXHIBITS		Page
Exhibit A-1	Form of Class A-1 Note	A-1-1
Exhibit A-2a	Form of Class A-2a Note	A-2a-1
Exhibit A-2b	Form of Class A-2b Note	A-2b-1
Exhibit A-3	Form of Class A-3 Note	A-3-1
Exhibit A-4	Form of Class A-4 Note	A-4-1
Exhibit B	Form of Class B Note	B-1
Exhibit C	Form of Class C Note	C-1
Exhibit D	Form of Class D Note	D-1
Exhibit E	Form of Note Depository Agreement	E-1

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INDENTURE

THIS INDENTURE, dated as of [               ] (this “Indenture”), is entered into by and between Harley-Davidson Motorcycle Trust [          ], a Delaware statutory trust (the “Issuer”), and [               ], as indenture trustee (the “Indenture Trustee”).

Each party agrees as follows for the benefit of the other parties and for the equal and ratable benefit of the Holders of the Issuer’s Notes.

GRANTING CLAUSE

[USE FOLLOWING GRATING CLAUSE IF THERE IS NO UNDERLYING TRUST]

[The Issuer hereby grants, transfers, assigns and otherwise conveys to the Indenture Trustee on the Closing Date, on behalf of and for the benefit of the Holders of the Notes, without recourse, all of the Issuer’s right, title and interest (exclusive of the amount, if any, allocable to any rebatable insurance premium financed by any Contract) in, to and under: (i) the Contracts secured by the Motorcycles (which Contracts shall be listed in the List of Contracts); (ii) all payments of principal and interest under the Contracts received after the Cutoff Date and all other proceeds received on or in respect of such Contracts (other than payments of principal and interest received on or prior to the Cutoff Date); (iii) security interests in the Motorcycles; (iv) amounts on deposit in the Collection Account, the Note Distribution Account, the Reserve Fund [, the Risk Retention Reserve Account] [, the [Swap][Cap] Collateral Account and the Swap Termination Payment Account], including all Eligible Investments therein and all income from the investment of funds therein and all proceeds therefrom; (v) proceeds from claims under any theft, physical damage, credit life, disability or other individual insurance policies, debt insurance policies or debt cancellation agreements in respect of individual Motorcycles or obligors under the Contracts; (vi) the Sale and Servicing Agreement; (vii) the protective security interest in certain of the above-described property granted by the Trust Depositor in favor of the Issuer; (viii) rebates of premiums and other amounts relating to insurance policies, debt cancellation agreements, extended service contracts or other repair agreements and other items financed under such Contracts; (ix) all present and future claims, demands, causes of and choses in action in respect of any or all of the foregoing; and (x) all payments on or under and all proceeds of every kind and nature whatsoever in respect of any or all of the foregoing, including all proceeds of the conversion, voluntary or involuntary, into cash of other liquid property, all cash proceeds, accounts, accounts receivable, notes, drafts, acceptances, chattel paper, checks, deposit accounts, insurance proceeds, condemnation awards, rights to payment of any and every kind and other forms of obligations and receivables, instruments and other property which at any time constitute all or part of or are included in the proceeds of any of the foregoing (as each such defined term is defined in Section 1.01) (collectively, the “Collateral”).]

[USE FOLLOWING GRATING CLAUSE IF THERE IS AN UNDERLYING TRUST]

[The Issuer hereby grants, transfers, assigns and otherwise conveys to the Indenture Trustee on the Closing Date, on behalf of and for the benefit of the Holders of the Notes, without recourse, all of the Issuer’s right, title and interest (i) in, to, and under the Underlying Trust Certificate, the Underlying Trust and the Underlying Trust Agreement, (ii) in, to, and under the Administration Agreement, and (iii) in and to the proceeds of the sale of the Notes (until distributed or expended for the purpose for which the Notes were issued) and the revenues, moneys, evidences of indebtedness, instruments, securities, and other financial assets (including any earnings thereon) in and payable into the Collection Account, in the manner and subject to the prior applications provided in Article

Seven of the Sale and Servicing Agreement, all as hereinbefore and hereinafter defined, including any contract or any evidence of indebtedness or other rights of the Issuer to receive any of the same (as each such defined term is defined in Section 1.01) (collectively, the “Collateral”).]

The foregoing Grant is made in trust to secure the payment of principal of and interest on, and any other amounts owing in respect of, the Notes[, and amounts payable by the Issuer to the [Swap][Cap] Counterparty under the Interest Rate [Swap][Cap] Agreement], equally and ratably without prejudice, priority or distinction, except as expressly provided herein with respect to distinctions among Classes of Notes and between payments in respect of Notes [and the Interest Rate [Swap][Cap] Agreement] and all other sums owing by the Issuer hereunder or under any other Transaction Document, and to secure compliance with the provisions of this Indenture, all as provided in this Indenture.

The Indenture Trustee, as Indenture Trustee on behalf of the Holders of the Notes [and the [Swap][Cap] Counterparty], acknowledges such Grant, accepts the trust under this Indenture in accordance with the provisions of this Indenture and agrees to perform its duties required in this Indenture in accordance with its terms and the terms of the other Transaction Documents to which it is a party.

ARTICLE ONE

DEFINITIONS AND INCORPORATION BY REFERENCE

Section 1.01.Definitions.

Except as otherwise specified herein or as the context may otherwise require, capitalized terms used but not otherwise defined herein shall have the meanings ascribed thereto in the Sale and Servicing Agreement and the following terms have the respective meanings set forth below for all purposes of this Indenture.

“Act” has the meaning specified in Section 11.03(a).

“Administration Agreement” means the Administration Agreement, dated as of the date hereof, among the Administrator, the Issuer, the Trust Depositor and the Indenture Trustee.

“Administrator” means Harley-Davidson Credit or any successor Administrator under the Administration Agreement.

“Affiliate” means, with respect to any specified Person, any other Person controlling or controlled by or under common control with such specified Person.  For the purposes of this definition, “control” when used with respect to any Person means the power to direct the management and policies of such Person, directly or indirectly, whether through the ownership of voting securities, by contract or otherwise; and the terms “controlling” and “controlled” have meanings correlative to the foregoing.

“Asset Representations Review Agreement” means the Asset Representations Review Agreement, dated as of the Closing Date, among the Issuer, the Servicer and the Asset Representations Reviewer.

“Asset Representations Reviewer” means [                     ], a [                        ].

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“Authorized Officer” means, with respect to the Issuer, any officer of the Owner Trustee who is authorized to act for the Owner Trustee in matters relating to the Issuer and who is identified on the list of Authorized Officers delivered by the Owner Trustee to the Indenture Trustee on the Closing Date (as such list may be modified or supplemented from time to time thereafter) and, so long as the Administration Agreement is in effect, any Vice President or more senior officer of the Administrator who is authorized to act for the Administrator in matters relating to the Issuer and to be acted upon by the Administrator pursuant to the Administration Agreement and who is identified on the list of Authorized Officers delivered by the Administrator to the Indenture Trustee on the Closing Date (as such list may be modified or supplemented from time to time thereafter).

“Book Entry Notes” means a beneficial interest in the Notes, ownership and transfers of which shall be made through book entries by a Clearing Agency as described in Section 2.09.

“Business Day” means any day other than a Saturday, Sunday or other day on which banking institutions in the cities of Chicago, Illinois, [                  ], or New York, New York are authorized or obligated by law, executive order or governmental decree to be closed.

“Class” means all Notes whose form is identical except for variation in denomination, principal amount or owner.

“Class A-1 Final Distribution Date” has the meaning set forth in the Sale and Servicing Agreement.

“Class A-1 Notes” means the Class A-1 Notes, substantially in the form of Exhibit A-1.

“Class A-1 Rate” has the meaning set forth in the Sale and Servicing Agreement.

“Class A-2 Final Distribution Date” has the meaning set forth in the Sale and Servicing Agreement.

“Class A-2 Notes” means the Class A-2a Notes and the Class A-2b Notes.

“Class A-2a Notes” means the Class A-2a Notes, substantially in the form of Exhibit A-2a.

“Class A-2a Rate” has the meaning set forth in the Sale and Servicing Agreement.

“Class A-2b Notes” means the Class A-2b Notes, substantially in the form of Exhibit A-2b.

“Class A-2b Rate” has the meaning set forth in the Sale and Servicing Agreement.

“Class A-3 Final Distribution Date” has the meaning set forth in the Sale and Servicing Agreement.

“Class A-3 Notes” means the Class A-3 Notes, substantially in the form of Exhibit A-3.

“Class A-3 Rate” has the meaning set forth in the Sale and Servicing Agreement.

“Class A-4 Final Distribution Date” has the meaning set forth in the Sale and Servicing Agreement.

“Class A-4 Notes” means the Class A-4 Notes, substantially in the form of Exhibit A-4.

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“Class A-4 Rate” has the meaning set forth in the Sale and Servicing Agreement.

“Class A Notes” means, collectively, the Class A-1 Notes, the Class A-2 Notes, the Class A-3 Notes and the Class A-4 Notes.

“Class B Final Distribution Date” has the meaning set forth in the Sale and Servicing Agreement.

“Class B Notes” means the Class B Notes, substantially in the form of Exhibit B.

“Class B Rate” has the meaning set forth in the Sale and Servicing Agreement.

“Class C Final Distribution Date” has the meaning set forth in the Sale and Servicing Agreement.

“Class C Notes” means the Class C Notes, substantially in the form of Exhibit C.

“Class C Rate” has the meaning set forth in the Sale and Servicing Agreement.

“Class D Final Distribution Date” has the meaning set forth in the Sale and Servicing Agreement.

“Class D Notes” means the Class D Notes, substantially in the form of Exhibit D.

“Class D Rate” has the meaning set forth in the Sale and Servicing Agreement.

“Clearing Agency” means an organization registered as a “clearing agency” pursuant to Section 17A of the Exchange Act.

“Clearing Agency Participant” means a broker, dealer, bank, other financial institution or other Person for whom from time to time a Clearing Agency effects book-entry transfers and pledges of securities deposited with the Clearing Agency.

“Closing Date” has the meaning set forth in the Sale and Servicing Agreement.

“Code” means the Internal Revenue Code of 1986, as amended.

“Collateral” means the Collateral Granted to the Indenture Trustee under this Indenture, including all proceeds thereof.

“Commission” means the Securities and Exchange Commission.

“Controlling Class” has the meaning set forth in the Sale and Servicing Agreement.

“Corporate Trust Office” means the office of the Indenture Trustee at which at any particular time its activities under this Indenture shall be administered, which office at date of the execution of this Indenture is located at [                 ], Attention: [                       ]; or at such other address as the Indenture Trustee may designate from time to time by notice to the Noteholders[, the [Swap][Cap] Counterparty] and the Issuer, or the designated corporate trust office of any successor Indenture Trustee (the address of which the successor Indenture Trustee will notify the Noteholders[, the [Swap][Cap] Counterparty] and the Issuer).

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“Default” means any occurrence that is, or with notice or the lapse of time or both would become, an Event of Default.

“Definitive Notes” shall have the meaning specified in Section 2.09.

“Delinquency Trigger” means, for any Due Period, that the aggregate Principal Balance of Contracts that are 60 days or more Delinquent (assuming 30-day months) as a percentage of the Pool Balance as of the last day of the Due Period exceeds [   ]%.

“Delinquent” means, as of a date of determination, a Contract with a past due amount greater than 10% of the scheduled payment then due; provided, no Contract with a past due amount of $10 or less shall be deemed “Delinquent.”

“Distribution Date” has the meaning set forth in the Sale and Servicing Agreement.

“DTC” means The Depository Trust Company, and its successors and assigns.

“ERISA” means the Employee Retirement Income Security Act of 1974, as amended.

“Event of Default” shall have the meaning specified in Section 5.01.

“Exchange Act” means the Securities Exchange Act of 1934, as amended.

“Executive Officer” means, with respect to any corporation or limited liability company, the Chief Executive Officer, Chief Operating Officer, Chief Financial Officer, President, Executive Vice President, any Vice President, the Secretary or the Treasurer of such corporation or limited liability company; and with respect to any partnership, any general partner thereof.

“Floating Rate Notes” has the meaning set forth in the Sale and Servicing Agreement.

“Grant” means mortgage, pledge, bargain, sell, warrant, alienate, remise, release, convey, assign, transfer, create and grant a lien upon and a security interest in and right of set-off against, deposit, set over and confirm pursuant to this Indenture.  A Grant of the Collateral or of any other agreement or instrument shall include all rights, powers and options (but none of the obligations) of the granting party thereunder, including the immediate and continuing right to claim for, collect, receive and give receipt for principal and interest payments in respect of the Collateral and all other moneys payable thereunder, to give and receive notices and other communications, to make waivers or other agreements, to exercise all rights and options, to bring Proceedings in the name of the granting party or otherwise and generally to do and receive anything that the granting party is or may be entitled to do or receive thereunder or with respect thereto.

“Harley-Davidson Credit” means Harley-Davidson Credit Corp., and its successors and assigns.

“Holder” or “Noteholder” means, with respect to a Book-Entry Note, the Person who is the owner of such Book-Entry Note, as reflected on the books of the Clearing Agency, or on the books of a Person maintaining an account with such Clearing Agency (directly as a Clearing Agency participant or as an indirect participant, in each case in accordance with the rules of such Clearing Agency) and with respect to a Definitive Note the Person in whose name a Note is registered on the Note Register.

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“Indebtedness” means, with respect to any Person at any time, (i) indebtedness or liability of such Person for borrowed money whether or not evidenced by bonds, debentures, notes or other instruments, or for the deferred purchase price of property or services (including trade obligations); (ii) obligations of such Person as lessee under leases which should have been or should be, in accordance with generally accepted accounting principles, recorded as capital leases; (iii) current liabilities of such Person in respect of unfunded vested benefits under plans covered by Title IV of ERISA; (iv) obligations issued for or liabilities incurred on the account of such Person; (v) obligations or liabilities of such Person arising under acceptance facilities; (vi) obligations of such Person under any guaranties, endorsements (other than for collection or deposit in the ordinary course of business) and other contingent obligations to purchase, to provide funds for payment, to supply funds to invest in any Person or otherwise to assure a creditor against loss; (vii) obligations secured by any lien on property or assets of such Person, whether or not the obligations have been assumed by such Person; or (viii) obligations of such Person under any interest rate or currency exchange agreement.

“Indenture” means this Indenture, as amended or supplemented from time to time.

“Indenture Trustee” means [                                 ], as Indenture Trustee under this Indenture, or any successor Indenture Trustee under this Indenture.

“Independent” means, when used with respect to any specified Person, that the Person (i) is in fact independent of the Issuer, any other obligor upon the Notes, the Trust Depositor, the Seller and any of their respective Affiliates, (ii) does not have any direct financial interest or any material indirect financial interest in the Issuer, any such other obligor, the Trust Depositor, the Seller or any of their respective Affiliates, and (iii) is not connected with the Issuer, any such other obligor, the Trust Depositor, the Seller or any Affiliate of any of the foregoing Persons as an officer, employee, promoter, underwriter, trustee, partner, director or person performing similar functions.

“Independent Certificate” means a certificate or opinion to be delivered to the Indenture Trustee under the circumstances described in, and otherwise complying with, the applicable requirements of Section 11.01, made by an Independent appraiser or other expert appointed by an Issuer Order and approved by the Indenture Trustee in the exercise of reasonable care, and such opinion or certificate shall state that the signer has read the definition of “Independent” in this Indenture and that the signer is Independent within the meaning thereof.

“Interest Rate” means the Class A-1 Rate, the Class A-2a Rate, the Class A-2b Rate, the Class A-3 Rate, Class A-4 Rate, the Class B Rate, the Class C Rate, and/or the Class D Rate, as applicable.

“Issuer” means Harley-Davidson Motorcycle Trust [        ] until a successor replaces it and, thereafter, means the successor and, for purposes of any provision contained herein and required by the TIA, each other obligor on the Notes.

“Issuer Order” and “Issuer Request” means a written order or request signed in the name of the Issuer by any one of its Authorized Officers and delivered to the Indenture Trustee.

“Note” means, as the context requires, a Class A Note, a Class B Note, a Class C Note or a Class D Note.

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“Note Depository Agreement” means one or more agreements dated as of the Closing Date, between the Issuer and DTC, as the initial Clearing Agency, relating to the Notes, substantially in the form of Exhibit E hereto.

“Note Register” and “Note Registrar” have the respective meanings specified in Section 2.04.

“Officer’s Certificate” means a certificate signed by any Authorized Officer of the Issuer, under the circumstances described in, and otherwise complying with, the applicable requirements of Section 11.01, and delivered to, the Indenture Trustee.  Unless otherwise specified, any reference in this Indenture to an Officer’s Certificate shall be to an Officer’s Certificate of any Authorized Officer of the Issuer.

“Opinion of Counsel” means one or more written opinions of counsel who may, except as otherwise expressly provided in this Indenture, be employees of or counsel to the Issuer and who shall be satisfactory to the Indenture Trustee, which shall comply with any applicable requirements of Section 11.01 and shall be in form and substance satisfactory to the Indenture Trustee.

“Outstanding” means, as of the date of determination, all Notes theretofore authenticated and delivered under this Indenture except:

(I)Notes theretofore cancelled by the Note Registrar or delivered to the Note Registrar for cancellation;

(II)Notes or portions thereof the payment for which money in the necessary amount has been theretofore deposited with the Indenture Trustee or any Paying Agent in trust for the Holders of such Notes (provided, however, that if such Notes are to be redeemed, notice of such redemption has been duly given pursuant to this Indenture or provision for such notice has been made, satisfactory to the Indenture Trustee, has been made); and

(III)Notes in exchange for or in lieu of other Notes which have been authenticated and delivered pursuant to this Indenture unless proof satisfactory to the Indenture Trustee is presented that any such Notes are held by a protected purchaser, within the meaning of § 8-303 of the UCC;

provided, however, that in determining whether the Holders of the requisite Outstanding Amount have given any request, demand, authorization, direction, notice, consent or waiver hereunder or under any other Transaction Document, Notes owned by the Issuer, any other obligor upon the Notes, the Trust Depositor, Harley-Davidson Credit or any of their respective Affiliates shall be disregarded and deemed not to be Outstanding, except that, in determining whether the Indenture Trustee shall be protected in relying upon any such request, demand, authorization, direction, notice, consent or waiver, only Notes that the Indenture Trustee knows to be so owned shall be so disregarded.  Notes so owned that have been pledged in good faith may be regarded as Outstanding if the pledgee establishes to the satisfaction of the Indenture Trustee the pledgee’s right so to act with respect to such Notes and that the pledgee is not the Issuer, any other obligor upon the Notes, the Trust Depositor, Harley-Davidson Credit or any of their respective Affiliates.

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“Outstanding Amount” means the aggregate principal amount of all Notes of one or more Classes, as the case may be, Outstanding at the date of determination.

“Owner Trustee” means [                          ], not in its individual capacity but solely as Owner Trustee under the Trust Agreement, or any successor trustee under the Trust Agreement.

“Paying Agent” means the Indenture Trustee or any other Person that meets the eligibility standards for the Indenture Trustee specified in Section 6.11 and is authorized by the Issuer to make the distributions from the Note Distribution Account, including payment of principal of or interest on the Notes on behalf of the Issuer.

“Permitted Lien” means, any tax lien, mechanics’ lien and other lien that arises by operation of law, in each case on a Motorcycle and arising solely as a result of an action or omission of the related Obligor.

“Person” means any individual, corporation, estate, partnership, limited liability company, joint venture, association, joint stock company, trust (including any beneficiary thereof), unincorporated organization or government or any agency or political subdivision thereof.

“Plan” means an employee benefit plan, as defined in Section 3(3) of ERISA, that is subject to Title I of ERISA or a plan, as defined in Section 4975(e)(1) of the Code.

“Predecessor Note” means, with respect to any particular Note, every previous Note evidencing all or a portion of the same debt as that evidenced by such particular Note; and for the purpose of this definition, any Note authenticated and delivered under Section 2.05 in lieu of a mutilated, lost, destroyed or stolen Note shall be deemed to evidence the same debt as the mutilated, lost, destroyed or stolen Note.

“Proceeding” means any suit in equity, action at law or other judicial or administrative proceeding.

“Rating Agency” means each of [            ] and [            ], so long as such Persons maintain a rating on the Notes; and if either of [            ] and [            ] no longer maintains a rating on the Notes, such other nationally recognized statistical rating organization selected by the Trust Depositor.

“Record Date” means, with respect to any Distribution Date, the close of business on the Business Day immediately preceding such Distribution Date.

“Redemption Date” means, in the case of a redemption of the Notes pursuant to Section 10.01(a) or a payment to Noteholders pursuant to Section 10.01(b), the Distribution Date specified by the Servicer or the Issuer pursuant to Section 10.01(a) or 10.01(b), as the case may be.

“Redemption Date Amount” means (i) in the case of a redemption of the Notes pursuant to Section 10.01(a), an amount equal to the unpaid principal amount of the Notes redeemed plus accrued and unpaid interest thereon at the applicable Interest Rate for each Class of Notes being so redeemed to but excluding the Redemption Date, or (ii) in the case of a payment made to Noteholders pursuant to Section 10.01(b), the amount on deposit in the Note Distribution Account, after prior applications pursuant to Section 5.06(a), but not in excess of the amount specified in clause (i) above.

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“Registered Holder” means the Person in whose name a Note is registered on the Note Register on the applicable Record Date.

“Responsible Officer” means, with respect to the Indenture Trustee, any officer within the Corporate Trust Office (or any successor group of the Indenture Trustee), including any Vice President, assistant secretary or other officer or assistant officer of the Indenture Trustee customarily performing functions similar to those performed by the people who at such time shall be officers, respectively, or to whom any corporate trust matter is referred at the Corporate Trust Office of the Indenture Trustee because of his knowledge of and familiarity with the particular subject.

“Review” has the meaning stated in the Asset Representations Review Agreement.

“Review Contract” means, for a Review, the Contracts 60 days or more Delinquent (assuming 30 day months) as of the last day of the Due Period before the Review Demand Date stated in the Review Notice.

“Review Demand Date” means, for a Review, the date when the Indenture Trustee determines that each of (a) the Delinquency Trigger has occurred and (b) the required percentage of Noteholders has voted to direct a Review under Section 7.04 hereof.

“Review Notice” means the notice from the Indenture Trustee to the Asset Representations Reviewer and the Servicer directing the Asset Representations Reviewer to perform a Review.

“Sale and Servicing Agreement” means the Sale and Servicing Agreement, dated as of the date hereof, among the Issuer, the Trust Depositor, the Indenture Trustee and the Servicer.

“Seller” means Harley-Davidson Credit, in its capacity as Seller under the Transfer and Sale Agreement, and any successors and assigns.

“Servicer” means Harley-Davidson Credit, in its capacity as Servicer under the Sale and Servicing Agreement, and any Successor Servicer thereunder.

“Similar Law” means any foreign, federal, state or local law with provisions substantially similar to Title I of ERISA or Section 4975 of the Code.

“State” means any one of the 50 states of the United States or any of its territories, or the District of Columbia.

“Termination Date” means the date on which the Indenture Trustee shall have received payment and performance of all amounts and obligations which the Issuer may owe to or on behalf of the Indenture Trustee for the benefit of the Noteholders [and the [Swap][Cap] Counterparty] under this Indenture or the Notes.

“Trust Depositor” shall mean Harley-Davidson Customer Funding Corp., in its capacity as trust depositor under the Sale and Servicing Agreement.

“Trust Indenture Act” or “TIA” means the Trust Indenture Act of 1939, as amended.

“UCC” means the Uniform Commercial Code as in effect on the date hereof and from time to time in the State of Illinois, provided, that if by reason of mandatory provisions of law, the

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perfection or the effect of perfection or non-perfection or priority of the security interests in any Collateral or the availability of any remedy hereunder is governed by the Uniform Commercial Code as in effect on or after the date hereof in any other jurisdiction, “UCC” means the Uniform Commercial Code as in effect in such other jurisdiction for purposes of the provisions hereof relating to such perfection or effect of perfection or non-perfection or priority or availability of such remedy.

[“Underlying Trust” means Harley-Davidson Motorcycle Grantor Trust [        ].]

[“Underlying Trust Agreement” means that certain Trust Agreement dated as of the Closing Date, among the Issuer, as settlor, the Administrator, the Trust Depositor and the Underlying Trustee.]

[“Underlying Trust Certificate” shall mean the trust certificate issued to the Issuer by the Underlying Trust pursuant to the Underlying Trust Agreement, evidencing a 100% beneficial ownership interest in the Underlying Trust.]

[“Underlying Trustee” means [                          ], not in its individual capacity but solely as Underlying Trustee under the Underlying Trust Agreement, or any successor trustee under the Underlying Trust Agreement.]

“United States” means the United States of America.

Section 1.02.Incorporation by Reference of Trust Indenture Act.  Whenever this Indenture refers to a provision of the TIA, the provision is incorporated by reference in and made a part of this Indenture.  The following TIA terms used in this Indenture have the following meanings:

“Commission” means the Securities and Exchange Commission.

“indenture securities” means the Notes.

“indenture security holder” means a Noteholder.

“indenture to be qualified” means this Indenture.

“indenture trustee” or “institutional trustee” means the Indenture Trustee.

“obligor” on the indenture securities means the Issuer and any other obligor on the indenture securities.

All other TIA terms used in this Indenture that are defined by the TIA, defined by TIA reference to another statute or defined by Commission rule have the meaning assigned to them by such definitions.

Section 1.03.Rules of Construction.  Unless the context otherwise requires:

(i)a term has the meaning assigned to it;

(ii)an accounting term not otherwise defined has the meaning assigned to it in accordance with generally accepted accounting principles as in effect from time to time;

(iii)“or” is not exclusive;

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(iv)“including” means including without limitation;

(v)words in the singular include the plural and words in the plural include the singular;

(vi)any agreement, instrument or statute defined or referred to herein or in any instrument or certificate delivered in connection herewith means such agreement, instrument or statute as from time to time amended, modified or supplemented and includes (in the case of agreements or instruments) references to all attachments thereto and instruments incorporated therein; references to a Person are also to its permitted successors and assigns; and

(vii)the words “hereof,” “herein” and “hereunder” and words of similar import when used in this Indenture shall refer to this Indenture as a whole and not to any particular provision of this Indenture; Section and subsection references contained in this Indenture are references to Sections and subsections in or to this Indenture unless otherwise specified.

ARTICLE TWO

THE NOTES

Section 2.01.Form.  The Notes, in each case together with the Indenture Trustee’s certificate of authentication, shall be in substantially the forms set forth as Exhibits to this Indenture with such appropriate insertions, omissions, substitutions and other variations as are required or permitted by this Indenture and may have such letters, numbers or other marks of identification and such legends or endorsements placed thereon as may, consistently herewith, be determined by the officers executing such Notes, as evidenced by their execution of the Notes.  Any portion of the text of any Note may be set forth on the reverse thereof, with an appropriate reference thereto on the face of the Note.

The terms of the Notes set forth in Exhibits hereto are part of the terms of this Indenture.

Section 2.02.Execution, Authentication and Delivery.  The Notes shall be executed on behalf of the Issuer by any of its Authorized Officers.  The signature of any such Authorized Officer on the Notes may be manual or facsimile.  Notes bearing the manual or facsimile signature of individuals who were at any time Authorized Officers of the Issuer shall bind the Issuer, notwithstanding that such individuals or any of them have ceased to hold such offices prior to the authentication and delivery of such Notes or did not hold such offices at the date of such Notes.

The Indenture Trustee shall, upon receipt of an Issuer Order, authenticate and deliver the Notes for original issue in the Classes and aggregate principal amounts as set forth below:

Class	Aggregate Principal Amount
Class A-1	$	,000
Class A-2a	$	,000
Class A-2b	$	,000
Class A-3	$	,000
Class A-4	$	,000
Class B	$	,000
Class C	$	,000
Class D	$	,000

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The aggregate principal amount of such Classes of Notes Outstanding at any time may not exceed such respective amounts, except as otherwise provided in Section 2.05.

Each Note shall be dated the date of its authentication.  The Notes shall initially be issuable as registered Notes in denominations of $1,000 and multiples thereof.

No Note shall be entitled to any benefit under this Indenture or be valid or obligatory for any purpose, unless there appears on such Note a certificate of authentication substantially in the form provided for herein by the Indenture Trustee by the manual signature of one of its authorized signatories, and such certificate upon any Note shall be conclusive evidence, and the only evidence, that such Note has been duly authenticated and delivered hereunder.

Section 2.03.Temporary Notes.  Pending the preparation of Book-Entry Notes or Definitive Notes, the Issuer may execute, and upon receipt of an Issuer Order the Indenture Trustee shall authenticate and deliver, temporary Notes that are printed, lithographed, typewritten, mimeographed or otherwise produced, of the tenor of the definitive Notes in lieu of which they are issued and with such variations not inconsistent with the terms of this Indenture as the officers executing such Notes may determine, as evidenced by their execution of such Notes.

If temporary Notes are issued, the Issuer will cause Book-Entry Notes or Definitive Notes to be prepared without unreasonable delay.  After the preparation of Book-Entry Notes or Definitive Notes, the temporary Notes shall be exchangeable for Book-Entry Notes or Definitive Notes upon surrender of the temporary Notes at the office or agency of the Issuer to be maintained as provided in Section 3.02, without charge to the Holder.  Upon surrender for cancellation of any one or more temporary Notes, the Issuer shall execute and the Indenture Trustee shall authenticate and deliver in exchange therefor a like tenor and principal amount of definitive Notes of authorized denominations.  Until so exchanged, the temporary Notes shall in all respects be entitled to the same benefits under this Indenture as Book-Entry Notes or Definitive Notes.

Section 2.04.Registration; Registration of Transfer and Exchange.  The Issuer shall cause to be kept a register (the “Note Register”) in which, subject to such reasonable regulations as it may prescribe, the Note Registrar shall provide for the registration of Notes and the registration of transfers of Notes.  The Indenture Trustee shall be “Note Registrar” for the purpose of registering Notes and transfers of Notes as herein provided.  Upon any resignation of any Note Registrar, the Issuer shall promptly appoint a successor or, if it elects not to make such an appointment, assume the duties of Note Registrar.

If a Person other than the Indenture Trustee is appointed by the Issuer as Note Registrar, the Issuer will give the Indenture Trustee prompt written notice of the appointment of such Note Registrar and of the location, and any change in the location, of the Note Register, and the Indenture Trustee shall have the right to inspect the Note Register at all reasonable times and to obtain copies thereof, and the Indenture Trustee shall have the right to rely upon a certificate executed on behalf of the Note Registrar by an Executive Officer thereof as to the names and addresses of the Holders of the Notes and the principal amounts and the amounts and number of such Notes.

Upon surrender for registration of transfer of any Note at the office or agency of the Issuer to be maintained as provided in Section 3.02, the Issuer shall execute, and the Indenture Trustee shall authenticate and the Noteholder shall obtain from the Indenture Trustee, in the name of the designated transferee or transferees, one or more new Notes of the same Class in any authorized denominations, of a like aggregate principal amount.

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At the option of the Holder, Notes may be exchanged for other Notes of the same Class in any authorized denominations, of a like aggregate principal amount, upon surrender of the Notes to be exchanged at such office or agency.  Whenever any Notes are so surrendered for exchange, the Issuer shall execute, and the Indenture Trustee shall authenticate and the Noteholder shall obtain from the Indenture Trustee, the Notes which the Noteholder making the exchange is entitled to receive.

All Notes issued upon any registration of transfer or exchange of Notes shall be the valid obligations of the Issuer, evidencing the same debt, and entitled to the same benefits under this Indenture, as the Notes surrendered upon such registration of transfer or exchange.

Every Note presented or surrendered for registration of transfer or exchange shall be duly endorsed by, or be accompanied by a written instrument of transfer in form satisfactory to the Indenture Trustee duly executed by, the Holder thereof or such Holder’s attorney duly authorized in writing, with such signature guaranteed by a commercial bank or trust company located, or having a correspondent located in the city in which the Corporate Trust Office is located, or by a member firm of a national securities exchange, and such other documents as the Indenture Trustee may require.

No service charge shall be made to a Holder for any registration of transfer or exchange of Notes, but the Issuer or the Indenture Trustee may require payment of a sum sufficient to cover any tax or other governmental charge that may be imposed in connection with any registration of transfer or exchange of Notes, other than exchanges pursuant to Section 2.03 not involving any transfer.

Each Person that acquires a Note or a beneficial interest in a Note shall be required to represent, or in the case of a Book-Entry Note, will be deemed to represent by its acceptance of the Note, that (i) it is not, and is not acquiring and will not hold the Note or a beneficial interest in the Note on behalf of or with “plan assets” (as determined under Department of Labor Regulations Section 2510.3-101 or otherwise) of a Plan, or any employee benefit plan subject to Similar Law, or (ii) its acquisition, holding and disposition of the Note or a beneficial interest in the Note do not give rise to a nonexempt prohibited transaction under Section 406 of ERISA or Section 4975 of the Code, or any Similar Law.  Any transfer with respect to which the representation in clause (i) or (ii) above is not true shall be void ab initio.

The preceding provisions of this Section notwithstanding, the Issuer shall not be required to make and the Note Registrar need not register transfers or exchanges of Notes selected for redemption or of any Note for a period of 15 days preceding the due date for any payment with respect to the Note.

(i)            the Note Registrar and the Indenture Trustee will be entitled to deal with the Clearing Agency for all purposes of this Indenture (including the payment of principal of and interest on the Notes and the giving of instructions or directions hereunder) as the sole holder of the Notes, and shall have no obligation to the Noteholders;

(ii)           the rights of Noteholders will be exercised only through the Clearing Agency and will be limited to those established by law and agreements between such Noteholders and the Clearing Agency and/or the Clearing Agency Participants pursuant to the Depository Agreement;

(iii)          whenever this Indenture requires or permits actions to be taken based upon instructions or directions of Holders of Notes evidencing a specified percentage of the Outstanding Amount of the Notes, the Clearing Agency will be deemed to represent such percentage only to the extent that it has received instructions to such effect from Noteholders and/or Clearing Agency

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Participants owning or representing, respectively, such required percentage of the beneficial interest in the Notes and has delivered such instructions to the Indenture Trustee; and

(iv)          without the consent of the Issuer and the Indenture Trustee, no Note may be transferred by the Clearing Agency except to a successor Clearing Agency that agrees to hold such Note for the account of the Owners or except upon the election of the Owner thereof or a subsequent transferee to hold such Note in physical form.

Neither the Indenture Trustee nor the Registrar shall have any responsibility to monitor or restrict the transfer of beneficial ownership in any Note an interest in which is transferable through the facilities of the Clearing Agency.

Section 2.05.Mutilated, Destroyed, Lost or Stolen Notes.  If (i) any mutilated Note is surrendered to the Indenture Trustee, or the Indenture Trustee receives evidence to its satisfaction of the destruction, loss or theft of any Note, and (ii) there is delivered to the Indenture Trustee such security or indemnity as may be required by them to hold the Issuer and the Indenture Trustee harmless, then, in the absence of notice to the Issuer, the Note Registrar or the Indenture Trustee that such Note has been acquired by a protected purchaser, within the meaning of § 8-303 of the UCC, the Issuer shall execute and upon its request the Indenture Trustee shall authenticate and deliver, in exchange for or in lieu of any such mutilated, destroyed, lost or stolen Note, a replacement Note of the same Class and denomination; provided, however, that if any such destroyed, lost or stolen Note, but not a mutilated Note, shall have become or within seven days shall be due and payable, or shall have been called for redemption, instead of issuing a replacement Note, the Issuer may pay such destroyed, lost or stolen Note when so due or payable or upon the Redemption Date without surrender thereof.  If, after the delivery of such replacement Note or payment of a destroyed, lost or stolen Note pursuant to the proviso to the preceding sentence, a protected purchaser, within the meaning of § 8-303 of the UCC, of the original Note in lieu of which such replacement Note was issued presents for payment such original Note, the Issuer and the Indenture Trustee shall be entitled to recover such replacement Note (or such payment) from the Person to whom it was delivered or any Person taking such replacement Note from such Person to whom such replacement Note was delivered or any assignee of such Person, except a protected purchaser, within the meaning of § 8-303 of the UCC, and shall be entitled to recover upon the security or indemnity provided therefor to the extent of any loss, damage, cost or expense incurred by the Issuer or the Indenture Trustee in connection therewith.

Upon the issuance of any replacement Note under this Section, the Issuer or the Indenture Trustee may require the payment by the Holder of such Note of a sum sufficient to cover any tax or other governmental charge that may be imposed in relation thereto and any other reasonable expenses (including the fees and expenses of the Indenture Trustee or the Note Registrar) connected therewith.

Every replacement Note issued pursuant to this Section in replacement of any destroyed, lost or stolen Note shall constitute an original additional contractual obligation of the Issuer, whether or not the destroyed, lost or stolen Note shall be at any time enforceable by anyone, and shall be entitled to all the benefits of this Indenture equally and proportionately with any and all other Notes duly issued hereunder.

The provisions of this Section are exclusive and shall preclude (to the extent lawful) all other rights and remedies with respect to the replacement or payment of mutilated, destroyed, lost or stolen Notes.

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Section 2.06.Persons Deemed Owner.  Prior to due presentment for registration of transfer of any Note, the Issuer, the Indenture Trustee, and any of their respective agents may treat the Person in whose name any Note is registered (as of the day of determination) as the owner of such Note for the purpose of receiving payments of principal of and interest, if any, on such Note and for all other purposes whatsoever, whether or not such Note be overdue, and none of the Issuer, the Indenture Trustee nor any of their respective agents shall be affected by notice to the contrary.

Section 2.07.Payment of Principal and Interest; Defaulted Interest.

(a)Each Class of Notes shall accrue interest at the related Interest Rate, and such interest shall be payable on each Distribution Date, as specified therein, subject to Section 3.01.  Any installment of interest or principal, if any, payable on any Note which is punctually paid or duly provided for by the Issuer on the applicable Distribution Date shall be paid to the Person in whose name such Note (or one or more Predecessor Notes) is registered on the Record Date, by wire transfer in immediately available funds to the account designated by such Person and except for the final installment of principal payable with respect to such Note on a Distribution Date or on the related Final Distribution Date, as the case may be (and except for the Redemption Price for any Note called for redemption pursuant to Section 10.01), which shall be payable as provided below.

(b)The principal of each Note shall be payable on each Distribution Date to the extent provided in the form of the related Class of Notes set forth as an Exhibit hereto.  Notwithstanding the foregoing, the entire unpaid principal amount of the Notes shall be due and payable, if not previously paid, on the date on which the maturity of the Notes has been accelerated in the manner provided in Section 5.02.  All principal payments on each Class of Notes shall be made pro rata to the Noteholders of such Class entitled thereto.  The Indenture Trustee shall notify the Person in whose name a Note is registered at the close of business on the Record Date preceding the Distribution Date on which the Issuer expects that the final installment of principal of and interest on such Note will be paid.  Such notice shall be mailed within five Business Days of receipt of notice of termination of the Trust pursuant to Section 9.01(c) of the Trust Agreement and shall specify that such final installment will be payable only upon presentation and surrender of such Note and shall specify the place where such Note may be presented and surrendered for payment of such installment.  Notices in connection with redemptions of Notes shall be mailed to Noteholders as provided in Section 10.02.

(c)If the Issuer defaults in a payment of interest on the Notes, the Issuer shall pay defaulted interest (plus interest on such defaulted interest to the extent lawful) at the applicable Interest Rate in any lawful manner.  The Issuer may pay such defaulted interest to the Persons who are Noteholders on a subsequent special record date, which date shall be at least five Business Days prior to the related payment date.  The Issuer shall fix or cause to be fixed any such special record date and payment date and, at least 15 days before any such special record date, the Issuer shall mail to the Indenture Trustee and each Noteholder a notice that states the special record date, the payment date and the amount of defaulted interest to be paid.

Section 2.08.Cancellation.  All Notes surrendered for payment, registration of transfer, exchange or redemption shall, if surrendered to any Person other than the Indenture Trustee, be delivered to the Indenture Trustee and shall be promptly cancelled by the Indenture Trustee.  The Issuer may at any time deliver to the Indenture Trustee for cancellation any Notes previously authenticated and delivered hereunder which the Issuer may have acquired in any manner whatsoever, and all Notes so delivered shall be promptly cancelled by the Indenture Trustee.  No Notes shall be authenticated in lieu of or in exchange for any Notes cancelled as provided in this Section, except as expressly permitted by this Indenture.  All cancelled Notes may be held or disposed of by the Indenture Trustee in accordance with its standard retention or disposal policy as in

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effect at the time unless the Issuer shall direct by an Issuer Order that they be destroyed or returned to it; provided that such Issuer Order is timely and the Notes have not been previously disposed of by the Indenture Trustee.

Section 2.09.Book-Entry Notes.

The Notes, upon original issuance, will be issued in the form of a printed Note or Notes representing the Book-Entry Notes, to be delivered to DTC, the initial Clearing Agency, by, or on behalf of, the Issuer (or held by the Indenture Trustee as custodian for DTC).  Such Notes shall initially be registered on the Note Register in the name of Cede & Co., the nominee of the initial Clearing Agency, and no Noteholder will receive a Definitive Note representing such Noteholder’s interest in such Note, except as provided in Section 2.11.  Unless and until definitive fully registered Notes (the “Definitive Notes”) have been issued to Noteholders pursuant to Section 2.11:

(i)the provisions of this Section shall be in full force and effect;

(ii)the Note Registrar and the Indenture Trustee shall be entitled to deal with the Clearing Agency for all purposes of this Indenture (including the payment of principal of and interest on the Notes and the giving of instructions or directions hereunder) as the sole holder of the Notes, and shall have no obligation to the Noteholders;

(iii)to the extent that the provisions of this Section conflict with any other provisions of this Indenture, the provisions of this Section shall control;

(iv)the rights of Noteholders shall be exercised only through the Clearing Agency and shall be limited to those established by law and agreements between such Noteholders and the Clearing Agency and/or the Clearing Agency Participants;

(v)whenever this Indenture requires or permits actions to be taken based upon instructions or directions of Noteholders evidencing a specified percentage of the Outstanding Amount, the Clearing Agency shall be deemed to represent such percentage only to the extent that it has received instructions to such effect from Noteholders and/or Clearing Agency Participants owning or representing, respectively, such required percentage of the beneficial interest in the Notes and has delivered such instructions to the Indenture Trustee; and

(vi)Pursuant to the Note Depository Agreement, unless and until Definitive Notes are issued pursuant to Section 2.11, the Clearing Agency will make book-entry transfers among the Clearing Agency Participants and receive and transmit payments of principal of and interest on the Notes to such Clearing Agency Participants.

Section 2.10.Notices to Clearing Agency.  Whenever a notice or other communication to the Noteholders is required under this Indenture, unless and until Definitive Notes shall have been issued to Noteholders pursuant to Section 2.11, the Indenture Trustee shall give all such notices and communications specified herein to be given to Noteholders of the Notes to the Clearing Agency, and shall have no obligation to the Noteholders.

Section 2.11.Definitive Notes.  If (i)(A) the Administrator advises the Indenture Trustee in writing that the Clearing Agency is no longer willing or able to properly discharge its responsibilities as described in the applicable Note Depository Agreement, and (B) the Indenture Trustee or the Administrator is unable to locate a qualified successor, (ii) the Administrator or the Owner Trustee, as applicable, notifies the Clearing Agency of its intent to terminate the book-entry

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system through the Clearing Agency and requests a withdrawal of the Book-Entry Notes held by the Clearing Agency, and after receipt by the Clearing Agency Participants of a notice issued by the Clearing Agency notifying the Clearing Agency Participants of such withdrawal request, the Clearing Agency Participants holding beneficial interests in the Book-Entry Notes agree to initiate such termination, or (iii) after the occurrence of an Event of Default, the Required Holders advise the Indenture Trustee and the Clearing Agency through the Clearing Agency Participants in writing that the continuation of a book-entry system through the Clearing Agency is no longer in the best interests of the related Noteholders, then the Indenture Trustee shall notify all Noteholders of the related Class or Classes of Notes, through the Clearing Agency, of the occurrence of any such event and of the availability of Definitive Notes of the related Class of Notes to Noteholders requesting the same.  Upon surrender to the Indenture Trustee of the Note or Notes representing the Book-Entry Notes by the Clearing Agency, accompanied by registration instructions, the Issuer shall execute and the Indenture Trustee shall authenticate the Definitive Notes in accordance with the instructions of the Clearing Agency.  None of the Issuer, the Note Registrar or the Indenture Trustee shall be liable for any delay in delivery of such instructions and all such persons may conclusively rely on, and shall be protected in relying on, such instructions.  Upon the issuance of Definitive Notes of a Class, the Indenture Trustee shall recognize the Noteholders of the Definitive Notes as Noteholders hereunder.

The Indenture Trustee shall not be liable for any failure by the Indenture Trustee or the Administrator to locate a qualified successor Clearing Agency.  The Definitive Notes shall be typewritten, printed, lithographed or engraved or produced by any combination of these methods (with or without steel engraved borders), all as determined by the officers executing such Notes, as evidenced by their execution of such Notes.

Section 2.12.Release of Collateral.  Subject to Sections 4.04, 8.04 and 11.01 and the terms of the Transaction Documents, the Indenture Trustee shall release property from the lien of this Indenture only upon receipt of an Issuer Request accompanied by an Officer’s Certificate.

Section 2.13.Tax Treatment.  The Issuer and the purchasers of the Notes intend, and will act at all times in a manner consistent with the intention, that the Notes held by persons other than the Trust Depositor or one of its affiliates be treated as indebtedness for all federal, state, local, and foreign income and franchise tax purposes.  The Issuer, by entering into this Indenture, and each Noteholder, by its acceptance of its Note agree to treat the Notes held by persons other than the Trust Depositor or one of its affiliates for federal, state and local income, single business and franchise tax purposes as indebtedness of the Issuer.

Section 2.14.Calculation of Class A-2b Rate.  On each LIBOR Determination Date, the Indenture Trustee will calculate the Class A-2b Rate for the related Interest Period and notify the Servicer of the results of such calculation.  All determinations of the Class A-2b Rate by the Indenture Trustee shall, in the absence of manifest error, be conclusive for all purposes and binding on the Noteholders.

ARTICLE THREE

COVENANTS

Section 3.01.Payment of Principal and Interest.  The Issuer will duly and punctually pay the principal of and interest, if any, on the Notes in accordance with the terms of the Notes and this Indenture.  Without limiting the foregoing, subject to Section 8.02(c), the Issuer and the Indenture

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Trustee will cause to be deposited into the Note Distribution Account amounts allocated pursuant to Section 7.05 of the Sale and Servicing Agreement, and cause to be distributed all such amounts on a Distribution Date as deposited therein (i) for the benefit of the Class A-1 Notes, to the Registered Holders of the Class A-1 Notes, (ii) for the benefit of the Class A-2 Notes, to the Registered Holders of the Class A-2 Notes, (iii) for the benefit of the Class A-3 Notes, to the Registered Holders of the Class A-3 Notes, (iv) for the benefit of the Class A-4 Notes, to the Registered Holders of the Class A-4 Notes, (v) for the benefit of the Class B Notes, to the Registered Holders of the Class B Notes, (vi) for the benefit of the Class C Notes, to the Registered Holders of the Class C Notes, (vii) for the benefit of the Class D Notes, to the Registered Holders of the Class D Notes, in each case as further specified herein [and (viii) for the benefit of and to the [Swap][Cap] Counterparty].  Amounts properly withheld under the Code by any Person from a payment to any Noteholder [or the [Swap][Cap] Counterparty] of interest and/or principal shall be considered as having been paid by the Issuer to such Noteholder [or the [Swap][Cap] Counterparty, as the case may be,] for all purposes of this Indenture.

Section 3.02.Maintenance of Office or Agency.  The Issuer will maintain in [                 ] an office or agency where Notes may be surrendered for registration of transfer or exchange, and where notices and demands to or upon the Issuer in respect of the Notes and this Indenture may be served. The Issuer hereby initially appoints the Indenture Trustee to serve as its agent for the foregoing purposes.  The Issuer will give prompt written notice to the Indenture Trustee of the location, and of any change in the location, of any such office or agency.  If at any time the Issuer shall fail to maintain any such office or agency or shall fail to furnish the Indenture Trustee with the address thereof, such surrenders, notices and demands may be made or served at the Corporate Trust Office, and the Issuer hereby appoints the Indenture Trustee as its agent to receive all such surrenders, notices and demands.

Section 3.03.Money for Payments to be Held in Trust.  As provided in Section 8.02, all payments of amounts due and payable with respect to any Notes [or the Interest Rate [Swap][Cap] Agreement] that are to be made from amounts withdrawn from the Collection Account[, the [Swap][Cap] Collateral Account], the Reserve Fund [, the Risk Retention Reserve Account] or the Note Distribution Account pursuant to Section 8.02(b) and 8.03 shall be made on behalf of the Issuer by the Indenture Trustee or by another Paying Agent, and no amounts so withdrawn from such accounts for payments of Notes [or the [Swap][Cap] Counterparty] shall be paid over to the Issuer except as provided in this Section.

On or before the Business Day immediately preceding each Distribution Date and Redemption Date, the Issuer shall deposit or cause to be deposited in the Note Distribution Account an aggregate sum sufficient to pay the amounts then becoming due under the Notes [and the Interest Rate [Swap][Cap] Agreement], such sum to be held in trust for the benefit of the Persons entitled thereto and (unless the Paying Agent is the Indenture Trustee) shall promptly notify the Indenture Trustee of its action or failure so to act.

The Issuer will cause each Paying Agent other than the Indenture Trustee to execute and deliver to the Indenture Trustee an instrument in which such Paying Agent shall agree with the Indenture Trustee (and if the Indenture Trustee acts as Paying Agent, it hereby so agrees), subject to the provisions of this Section, that such Paying Agent will:

(i)hold all sums held by it for the payment of amounts due with respect to the Notes [or under the Interest Rate [Swap][Cap] Agreement] in trust for the benefit of the Persons entitled thereto until such sums shall be paid to such Persons or otherwise disposed of as herein provided and pay such sums to such Persons as herein provided;

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(ii)give the Indenture Trustee notice of any default by the Issuer (or any other obligor upon the Notes) in the making of any payment required to be made with respect to the Notes [or under the Interest Rate [Swap][Cap] Agreement];

(iii)at any time during the continuance of any such default, upon the written request of the Indenture Trustee, forthwith pay to the Indenture Trustee all sums so held in trust by such Paying Agent;

(iv)immediately resign as a Paying Agent and forthwith pay to the Indenture Trustee all sums held by it in trust for the payment of Notes [or in respect of the Interest Rate [Swap][Cap] Agreement] if at any time it ceases to meet the standards required to be met by a Paying Agent at the time of its appointment; and

(v)comply with all requirements of the Code with respect to the withholding from any payments made by it on any Notes [or under the Interest Rate [Swap][Cap] Agreement] of any applicable withholding taxes imposed thereon and with respect to any applicable reporting requirements in connection therewith.

The Issuer may at any time, for the purpose of obtaining the satisfaction and discharge of this Indenture or for any other purpose, by Issuer Order, direct any Paying Agent to pay to the Indenture Trustee all sums held in trust by such Paying Agent, such sums to be held by the Indenture Trustee upon the same trusts as those upon which the sums were held by such Paying Agent; and upon such payment by any Paying Agent to the Indenture Trustee, such Paying Agent shall be released from all further liability with respect to such money.

Subject to applicable laws with respect to escheat of funds, any money held by the Indenture Trustee or any Paying Agent in trust for the payment of any amount due with respect to any Note and remaining unclaimed for two years after such amount has become due and payable shall be discharged from such trust and upon receipt of an Issuer Request shall be deposited by the Indenture Trustee in the Collection Account; and the Holder of such Note shall thereafter, as an unsecured general creditor, look only to the Issuer for payment thereof, and all liability of the Indenture Trustee or such Paying Agent with respect to such trust money shall thereupon cease; provided, however, that if such money or any portion thereof had been previously deposited by the Issuer with the Indenture Trustee for the payment of principal or interest on the Notes; and provided, further, that the Indenture Trustee or such Paying Agent, before being required to make any such repayment, may at the expense of the Issuer cause to be published once, in a newspaper published in the English language, customarily published on each Business Day and of general circulation in The City of New York, notice that such money remains unclaimed and that, after a date specified therein, which shall not be less than 30 days from the date of such publication, any unclaimed balance of such money then remaining will be repaid to or for the account of the Issuer.  The Indenture Trustee may also adopt and employ, at the expense of the Issuer, any other reasonable means of notification of such repayment (including, but not limited to, mailing notice of such repayment to Holders whose Notes have been called but not have not been surrendered for redemption or whose right to or interest in moneys due and payable but not claimed is determinable from the records of the Indenture Trustee or of any Paying Agent, at the last address of record for each such Holder).

Section 3.04.Existence.  The Issuer will keep in full effect its existence, rights and franchises as a statutory trust under the laws of the State of Delaware (unless it becomes, or any successor Issuer hereunder is or becomes, organized under the laws of any other state or of the United States, in which case the Issuer will keep in full effect its existence, rights and franchises under the laws of such other jurisdiction) and will obtain and preserve its qualification to do business

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in each jurisdiction in which such qualification is or shall be necessary to protect the validity and enforceability of this Indenture, the Notes, the Collateral and each other instrument or agreement included in the Collateral.

Section 3.05.Protection of Collateral.  The Issuer intends the security interest Granted pursuant to this Indenture in favor of the Indenture Trustee on behalf of the Noteholders [and the [Swap][Cap] Counterparty] to be prior to all other liens in respect of the Collateral, and the Issuer shall take all actions necessary to obtain and maintain, for the benefit of the Indenture Trustee on behalf of the Noteholders [and the [Swap][Cap] Counterparty], a first lien on and a first priority, perfected security interest in the Collateral.  The Issuer will from time to time execute and deliver all such supplements and amendments hereto and all such financing statements, continuation statements, instruments of further assurance and other instruments, all as prepared by the Servicer and delivered to the Issuer, and will take such other action necessary or advisable to:

(i)Grant more effectively all or any portion of the Collateral;

(ii)maintain or preserve the lien and security interest (and the priority thereof) created by this Indenture or carry out more effectively the purposes hereof;

(iii)perfect, publish notice of or protect the validity of any Grant made or to be made by this Indenture;

(iv)enforce any of the Collateral;

(v)preserve and defend title to the Collateral and the rights of the Indenture Trustee[, the [Swap][Cap] Counterparty] and the Noteholders in such Collateral against the claims of all persons and parties; and

(vi)pay all taxes or assessments levied or assessed upon the Collateral when due.

The Issuer shall file the financing statements on Form UCC-1.  All financing statements filed or to be filed against the Issuer in favor of the Indenture Trustee in connection herewith describing the Collateral shall contain a statement to the following effect:  “A purchase of or security interest in any collateral described in this financing statement, except as permitted in the Indenture, will violate the rights of the Secured Party.”  The Issuer hereby authorizes the Indenture Trustee to file all continuation statements or other instruments required to be executed pursuant to this Section and hereby designates the Indenture Trustee its agent and attorney-in-fact for such purpose; provided, however, that the Indenture Trustee shall have no obligation to monitor or file any financing statements, continuation statements, financing statement amendments or any other instrument.

The Issuer authorizes the Indenture Trustee and its counsel to file UCC financing statements in form and substance satisfactory to the Indenture Trustee, describing the collateral as “all assets of the Issuer, whether now owned or existing or hereafter acquired or arising and wheresoever located, and all proceeds and products thereof” or words to that effect, and any limitations on such collateral description, notwithstanding that such collateral description may be broader in scope than the Collateral described in this Indenture.

Section 3.06.Opinions as to Collateral.  On the Closing Date, the Issuer shall furnish to the Indenture Trustee an Opinion of Counsel to the effect that, in the opinion of such counsel, either

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(i) all financing statements have been filed that are necessary to perfect the Indenture Trustee’s security interest in the Collateral for the benefit of the Noteholders, and reciting the details of such filings or (ii) no such action shall be necessary to perfect such security interest.

Section 3.07.Performance of Obligations; Servicing of Contracts.

(a)The Issuer will not take any action and will use its best efforts not to permit any action to be taken by others that would release any Person from any such Person’s material covenants or obligations under any instrument or agreement included in the Collateral or that would result in the amendment, hypothecation, subordination, termination or discharge of, or impair the validity or effectiveness of, any such instrument or agreement, except as expressly provided in the Transaction Documents or such other instrument or agreement.

(b)The Issuer may contract with other Persons to assist it in performing its duties and obligations under this Indenture, and any performance of such duties by a Person identified to the Indenture Trustee in an Officer’s Certificate shall be deemed to be action taken by the Issuer.  The Indenture Trustee shall not be responsible for the action or inaction of the Servicer or the Administrator.  Initially, the Issuer has contracted with the Servicer and the Administrator to assist the Issuer in performing its duties under this Indenture.

(c)The Issuer will punctually perform and observe all of its obligations and agreements contained in this Indenture, in the other Transaction Documents and in the instruments and agreements included in the Collateral, including but not limited to filing or causing to be filed all UCC financing statements and continuation statements required to be filed by the terms of this Indenture and the Sale and Servicing Agreement in accordance with and within the time periods provided for herein and therein.  Except as otherwise expressly provided therein, the Issuer shall not waive, amend, modify, supplement or terminate any Transaction Document or any provision thereof without the consent of the Indenture Trustee or the Required Holders.

(d)If the Issuer shall have knowledge of the occurrence of an Event of Termination, the Issuer shall promptly notify the Indenture Trustee and each Rating Agency thereof.  Upon any termination of the Servicer’s rights and powers pursuant to the Sale and Servicing Agreement, the Issuer shall promptly notify the Indenture Trustee.  As soon as a Successor Servicer is appointed, the Issuer shall notify the Indenture Trustee and the Rating Agencies of such appointment, specifying in such notice the name and address of such Successor Servicer.

(e)The Issuer agrees that it will not waive timely performance or observance by the Servicer or the Seller of their respective duties under the Transaction Documents if such waiver would adversely affect the Holders of the Notes.

Section 3.08.Negative Covenants.  Until the Termination Date, the Issuer shall not:

(i)except as expressly permitted by the Transaction Documents, sell, transfer, exchange or otherwise dispose of any of the properties or assets of the Issuer, including those included in the Collateral, unless directed to do so by the Indenture Trustee;

(ii)claim any credit on, or make any deduction from the principal or interest payable in respect of, the Notes (other than amounts properly withheld from such payments under the Code or applicable state law) or assert any claim against any present or former Noteholder by reason of the payment of the taxes levied or assessed upon any part of the Collateral;

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(iii)except as may be expressly permitted hereby or by the other Transaction Documents, (A) permit the validity or effectiveness of this Indenture to be impaired, or permit the lien created by this Indenture to be amended, hypothecated, subordinated, terminated or discharged, or permit any Person to be released from any covenant; or obligations with respect to the Notes under this Indenture, (B) permit any lien, charge, excise, claim, security interest, mortgage or other encumbrance (other than the lien of this Indenture) to be created on or extend to or otherwise arise upon or burden the Collateral or any part thereof or any interest therein or the proceeds thereof (other than Permitted Liens), (C) permit the lien created by this Indenture not to constitute a valid first priority (other than with respect to any Permitted Liens) security interest in the Collateral, or (D) amend, modify or fail to comply with the provisions of the Transaction Documents without the prior written consent of the Indenture Trustee, except where the Transaction Documents allow for amendment or modification without the consent or approval of the Indenture Trustee;

(iv)dissolve or liquidate in whole or in part; or

(v)except in connection with a transaction under Section 3.10(a), change its name or state of formation.

Section 3.09.Annual Statement as to Compliance.  The Issuer will deliver to the Indenture Trustee, on or before March 31 of each year commencing [           ], an Officer’s Certificate stating, as to the Authorized Officer signing such Officer’s Certificate, that:

(i)a review of the activities of the Issuer during the prior calendar year and of performance under this Indenture has been made under such Authorized Officer’s supervision; and

(ii)to the best of such Authorized Officer’s knowledge, based on such review, the Issuer has complied with all conditions and covenants under this Indenture throughout such year, or, if there has been a default in the compliance of any such condition or covenant, specifying each such default known to such Authorized Officer and the nature and status thereof.

Section 3.10.Issuer May Consolidate, etc. Only on Certain Terms.

(a)The Issuer shall not consolidate or merge with or into any other Person, unless:

(i)the Person (if other than the Issuer) formed by or surviving such consolidation or merger shall be a Person organized and existing under the laws of the United States or any State and shall expressly assume, by an indenture supplemental hereto, executed and delivered to the Indenture Trustee, in form and substance satisfactory to the Indenture Trustee, the due and punctual payment of the principal of and interest on all Notes and the performance or observance of every agreement and covenant of this Indenture and each other Transaction Document on the part of the Issuer to be performed or observed, all as provided herein;

(ii)immediately after giving effect to such transaction, no Default or Event of Default shall have occurred and be continuing;

(iii)the Rating Agency Condition shall have been satisfied with respect to such transaction;

(iv)the Issuer shall have received an Opinion of Counsel which shall be delivered to and shall be satisfactory to the Indenture Trustee to the effect that such transaction will

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not have any material adverse tax consequence to the Trust, any Noteholder[, or the [Swap][Cap] Counterparty];

(v)any action as is necessary to maintain the lien and security interest created by this Indenture shall have been taken;

(vi)the Issuer shall have delivered to the Indenture Trustee an Officer’s Certificate and an Opinion of Counsel (which shall describe the actions taken as required by clause (v) above or that no such actions will be taken) each stating that such consolidation or merger and such supplemental indenture comply with this Article Three and that all conditions precedent herein provided for relating to such transaction have been complied with; and

(vii)the Person (if other than the Issuer) formed by or surviving such consolidation or merger has a net worth, immediately after such consolidation or merger, that is (A) greater than zero and (B) not less than the net worth of the Issuer immediately prior to giving effect to such consolidation or merger.

(b)The Issuer shall not convey or transfer all or substantially all of its properties or assets, including those included in the Collateral, to any Person (except as expressly permitted by the Transaction Documents), unless:

(i)the Person that acquires by conveyance or transfer the properties and assets of the Issuer shall (A) be a United States citizen or a Person organized and existing under the laws of the United States or any State, (B) expressly assume, by an indenture supplemental hereto, executed and delivered to the Indenture Trustee, in form and substance satisfactory to the Indenture Trustee, the due and punctual payment of the principal of and interest on all Notes and the performance or observance of every agreement and covenant of this Indenture and each other Transaction Document on the part of the Issuer to be performed or observed, all as provided herein and therein, (C) expressly agree by means of such supplemental indenture that all right, title and interest so conveyed or transferred shall be subject and subordinate to the rights of Holders of the Notes, and (D) unless otherwise provided in such supplemental indenture, expressly agree to indemnify, defend and hold harmless the Issuer against and from any loss, liability or expense arising under or related to this Indenture and the Notes.

(ii)immediately after giving effect to such transaction, no Default or Event of Default shall have occurred and be continuing;

(iii)the Rating Agency Condition shall have been satisfied with respect to such transaction;

(iv)the Issuer shall have received an Opinion of Counsel which shall be delivered to and shall be satisfactory to the Indenture Trustee to the effect that such transaction will not have any material adverse tax consequence to the Trust, any Noteholder[, or the [Swap][Cap] Counterparty];

(v)any action as is necessary to maintain the lien and security interest created by this Indenture shall have been taken;

(vi)the Issuer shall have delivered to the Indenture Trustee an Officer’s Certificate and an Opinion of Counsel (which shall describe the actions taken as required by clause (v) above or that no such actions will be taken) each stating that such conveyance or transfer and

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such supplemental indenture comply with this Article Three and that all conditions precedent herein provided for relating to such transaction have been complied with (including any filings required by Exchange Act); and

(vii)such Person has a net worth, immediately after such conveyance or transfer, that is (A) greater than zero and (B) not less than the net worth of the Issuer immediately prior to giving effect to such conveyance or transfer.

Section 3.11.Successor or Transferee.

(a)Upon any consolidation or merger of the Issuer in accordance with Section 3.10(a), the Person formed by or surviving such consolidation or merger (if other than the Issuer) shall succeed to, and be substituted for, and may exercise every right and power of, the Issuer under this Indenture with same effect as if such Person has been named as the Issuer herein.

(b)Upon a conveyance or transfer of all or substantially all the assets or properties of the Issuer pursuant to Section 3.10(b), the Issuer will be released from every covenant and agreement of this Indenture to be observed or performed on the part of the Issuer with respect to the Notes [and the Interest Rate [Swap][Cap] Agreement] immediately upon the delivery of written notice to the Indenture Trustee stating that the Issuer is to be so released.

Section 3.12.No Other Business.  The Issuer shall not engage in any business other than [financing, purchasing, owning, selling and managing the Contracts][acquiring and maintaining the Underlying Trust Certificate] in the manner contemplated by this Indenture and the other Transaction Documents and activities incidental thereto.

Section 3.13.No Borrowing.  The Issuer shall not issue, incur, assume, guarantee or otherwise become liable, directly or indirectly, for any Indebtedness except for (i) the Notes and (ii) any other Indebtedness permitted by or arising under the other Transaction Documents.  The proceeds of the Notes shall be used exclusively to fund the Issuer’s purchase of the [Contracts][Underlying Trust Certificate] and the other assets specified in the [Sale and Servicing Agreement][Underlying Trust Agreement], to fund the Reserve Fund [and the Risk Retention Reserve Account], and to pay the transactional expenses of the Issuer.

Section 3.14.Servicer’s Obligations.  The Issuer shall cause the Servicer to comply with its obligations under Article Five and Article Nine of the Sale and Servicing Agreement.

Section 3.15.Guarantees, Loans Advances, and Other Liabilities.  Except as otherwise contemplated by the Transaction Documents, the Issuer shall not make any loan or advance or credit to, or guarantee (directly or indirectly or by an instrument having the effect of assuming another’s payment or performance on any obligation or capability of so doing or otherwise), endorse or otherwise become contingently liable, directly or indirectly, in connection with the obligations, stocks or dividends of, or own, purchase, repurchase or acquire (or agree contingently to do so) any stock, obligations, assets or securities of, any other interest in, or make any capital contribution to, any other Person.

Section 3.16.Capital Expenditures.  The Issuer shall not make any expenditure (by long-term or operating lease or otherwise) for capital assets (either realty or personalty).

Section 3.17.Restricted Payments.  Except as permitted by the Transaction Documents, the Issuer shall not, directly or indirectly, (i) pay any dividend or make any distribution (by reduction

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of capital or otherwise), whether in cash, property, securities or a combination thereof, to the Owner Trustee or any owner of a beneficial interest in the Issuer or otherwise with respect to any ownership or equity interest or security in or of the Issuer or to the Servicer, (ii) redeem, purchase, retire or otherwise acquire for value any such ownership or equity interest or security, or (iii) set aside or otherwise segregate any amounts for any such purpose; provided, however, that the Issuer may make, or cause to be made, (A) distributions to the Servicer, the Owner Trustee and the Certificateholder[s] as contemplated by, and to the extent funds are available for such purpose under, the Sale and Servicing Agreement or the Trust Agreement and (B) payments to the Indenture Trustee and the Owner Trustee pursuant to Section 1(a)(ii) of the Administration Agreement.  The Issuer will not, directly or indirectly, make payments to or distributions from the Collection Account except in accordance with this Indenture and the other Transaction Documents.

Section 3.18.Notice of Events of Default.  The Issuer agrees to give the Indenture Trustee[, the [Swap][Cap] Counterparty] and each Rating Agency prompt written notice of each Event of Default hereunder and an Event of Termination under the Sale and Servicing Agreement.

Section 3.19.Further Instruments and Acts.  Upon request of the Indenture Trustee, the Issuer will execute and deliver such further instruments and do such further acts as may be reasonably necessary or proper to carry out more effectively the purpose of this Indenture.

Section 3.20.Compliance with Laws.  The Issuer shall comply with the requirements of all applicable laws, the non-compliance with which would, individually or in the aggregate, materially and adversely affect the ability of the Issuer to perform its obligations under the Notes, this Indenture or any other Transaction Document.

Section 3.21.Amendments of Sale and Servicing Agreement and Trust Agreement.  The Issuer shall not agree to any amendment to Section 11.01 of the Trust Agreement to eliminate the requirements thereunder that the Indenture Trustee or the Holders of the Notes consent to amendments thereto as provided therein.  Prior to the execution of an amendment pursuant to Section 11.01 of the Sale and Servicing Agreement, the Issuer shall give written notice of such proposed amendment to the Rating Agencies.

Section 3.22.Removal of Administrator.  So long as any Notes are issued and outstanding, the Issuer shall not remove the Administrator without cause unless the Rating Agency Condition shall have been satisfied in connection with such removal.

Section 3.23.Creation of a Valid Security Interest.  The Issuer covenants and agrees that the Indenture creates a valid and continuing security interest (as defined in the applicable UCC) in the [Contracts][Underlying Trust Certificate] and the other Collateral in favor of the Indenture Trustee, which security interest is prior to all other Liens (other than Permitted Liens) and is enforceable as such against creditors of and purchasers from the Issuer.

ARTICLE FOUR

SATISFACTION AND DISCHARGE

Section 4.01.Satisfaction and Discharge of Indenture.  This Indenture shall cease to be of further effect with respect to the Notes except as to (i) rights of registration of transfer and exchange, (ii) substitution of mutilated, destroyed, lost or stolen Notes, (iii) rights of Noteholders to receive payments of principal thereof and interest thereon [and of the [Swap][Cap] Counterparty to receive

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Net Swap Payments and Swap Termination Payments], (iv) Sections 3.01, 3.03, 3.04, 3.05, 3.07, 3.08, 3.10, 3.11, 3.12, 3.13, and 3.20, (v) the rights, obligations and immunities of the Indenture Trustee hereunder (including the rights of the Indenture Trustee under Section 6.07 and the obligations of the Indenture Trustee under Section 4.02) and (vi) the rights of Noteholders [and the [Swap][Cap] Counterparty] as beneficiaries hereof with respect to the property so deposited with the Indenture Trustee payable to all or any of them, and the Indenture Trustee, on demand of and at the expense of the Issuer, shall execute proper instruments acknowledging satisfaction and discharge of this Indenture with respect to the Notes, when

(A)either

(1)all Notes therefore authenticated and delivered (other than (i) Notes that have been destroyed, lost or stolen and that have been replaced or paid as provided in Section 2.05 and (ii) Notes for whose payment money has theretofore been deposited in trust or segregated and held in trust by the Issuer and thereafter repaid to the Issuer or discharged from such trust, as provided in Section 3.03) have been delivered to the Indenture Trustee for cancellation; or

(2)all Notes not theretofore delivered to the Indenture Trustee for cancellation:

(i)have become due and payable, or

(ii)will become due and payable at their respective final Distribution Dates within one year, or

(iii)are to be called for redemption within one year under arrangements satisfactory to the Indenture Trustee for the giving of notice of redemption by the Indenture Trustee in the name, and at the expense, of the Issuer,

provided, however, that all Floating Rate Notes must become so due and payable or be so called for redemption on the next succeeding Distribution Date; and provided, further, that the Issuer, in the case of (i), (ii) or (iii) above, has irrevocably deposited or caused to be irrevocably deposited with the Indenture Trustee cash or direct obligations of or obligations guaranteed by the United States (which will mature prior to the date such amounts are payable), in trust in an Eligible Account for such purpose, in an amount sufficient to pay and discharge the entire indebtedness on such Note not theretofore delivered to the Indenture Trustee for cancellation when due to the final scheduled Distribution Date;

(B)the Issuer has paid or performed or caused to be paid or performed all amounts and obligations which the Issuer may owe to or on behalf of the Indenture Trustee for the benefit of the Noteholders under this Indenture or the Notes [and the [Swap][Cap] Counterparty under the Interest Rate [Swap][Cap] Agreement (including any Swap Termination Payment)]; and

(C)the Issuer has delivered to the Indenture Trustee an Officer’s Certificate and an Opinion of Counsel and (if required by the TIA or the Indenture Trustee) an Independent Certificate from a firm of certified public accountants, each meeting the applicable requirements of Section 11.01(a) and, subject to Section 11.02, stating that all conditions precedent herein provided

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for relating to the satisfaction and discharge of this Indenture have been complied with and the Rating Agency Condition has been satisfied.

Section 4.02.Application of Trust Money.  All moneys deposited with the Indenture Trustee pursuant to Section 4.01 shall be held in trust and applied by it, in accordance with the provisions of the Notes and this Indenture, to the payment, either directly or through any Paying Agent, as the Indenture Trustee may determine, [to the [Swap][Cap] Counterparty and] to the Registered Holders of the particular Notes for the payment or redemption of which such moneys have been deposited with the Indenture Trustee, of all sums due and to become due thereon for principal and interest; but such moneys need not be segregated from other funds except to the extent required herein or in the Sale and Servicing Agreement or required by law.

Section 4.03.Repayment of Moneys Held by Paying Agent.  In connection with the satisfaction and discharge of this Indenture with respect to the Notes, all moneys then held by any Paying Agent other than the Indenture Trustee under the provisions of this Indenture with respect to such Notes shall, upon demand of the Issuer, be paid to the Indenture Trustee to be held and applied according to Section 3.03 and thereupon such Paying Agent shall be released from all further liability with respect to such moneys.

Section 4.04.Release of Collateral.  Subject to Section 11.01 and the terms of the Transaction Documents, the Indenture Trustee shall release property from the lien of this Indenture only upon receipt of an Issuer Request accompanied by an Officer’s Certificate and an Opinion of Counsel and Independent Certificates in accordance with TIA §§314(c) and 314(d)(1) or an Opinion of Counsel in lieu of such Independent Certificates to the effect that the TIA does not require any such Independent Certificates.

ARTICLE FIVE

REMEDIES

Section 5.01.Events of Default.  “Event of Default,” wherever used herein, means any one of the following events (whatever the reason for such Event of Default and whether it shall be voluntary or involuntary or be effected by operation of law or pursuant to any judgment, decree or order of any court or any order, rule or regulation of any administrative or governmental body):

(i)default in the payment of any interest on any Note of the Controlling Class when the same becomes due and payable, and such default shall continue for a period of five days;

(ii)default in the payment of the principal of or any installment of the principal of any Note when the same becomes due and payable;

(iii)default in the observance or performance of any covenant or agreement of the Issuer made in this Indenture (other than a covenant or agreement a default in the observance or performance of which is elsewhere in this Section specifically dealt with) which default has a material adverse effect on the Noteholders, or any representation or warranty of the Issuer made in this Indenture or in any certificate or other writing delivered pursuant hereto or in connection herewith proving to have been incorrect in any material respect as of the time when the same shall have been made, and such default shall continue or not be cured, or the circumstance or condition in respect of which such misrepresentation or warranty was incorrect shall not have been eliminated or otherwise cured, for a period of 30 days after there shall have been given, by registered or certified

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mail, to the Issuer by the Indenture Trustee or by the Holders of at least 25% of the Outstanding Amount of the Controlling Class a written notice specifying such default or incorrect representation or warranty and requiring it to be remedied and stating that such notice is a “Notice of Default” hereunder;

(iv)the filing of a decree or order for relief by a court having jurisdiction in the premises in respect of the Issuer or any substantial part of the Collateral in an involuntary case under any applicable federal or state bankruptcy, insolvency or other similar law now or hereafter in effect, or appointing a receiver, liquidator, assignee, custodian, trustee, sequestrator or similar official of the Issuer or for any substantial part of the Collateral, or ordering the winding-up or liquidation of the Issuer’s affairs, and such decree or order shall remain unstayed and in effect for a period of 60 consecutive days; or

(v)the commencement by the Issuer of a voluntary case under any applicable federal or state bankruptcy, insolvency or other similar law now or hereafter in effect, or the consent by the Issuer to the entry of an order for relief in an involuntary case under any such law, or the consent by the Issuer to the appointment or taking possession by a receiver, liquidator, assignee, custodian, trustee, sequestrator or similar official of the Issuer or for any substantial part of the Collateral, or the making by the Issuer of any general assignment for the benefit of creditors, or the failure by the Issuer generally to pay its debts as such debts become due, or the taking of action by the Issuer in furtherance of any of the foregoing.

The Issuer shall deliver to the Indenture Trustee within five days after obtaining knowledge of the occurrence thereof, written notice in the form of an Officer’s Certificate of any event which with the giving of notice and the lapse of time would become an Event of Default under clause (iii) above, its status and what action the Issuer is taking or proposes to take with respect thereto.

Section 5.02.Rights Upon Event of Default.  If an Event of Default, other than an Event of Default described in Section 5.01(iv) or (v) above, shall have occurred and be continuing the Indenture Trustee or the Required Holders may declare the principal amount of the Notes immediately due and payable at par.  At any time after such declaration of acceleration of maturity has been made and before a judgment or decree for payment of the money due has been obtained by the Indenture Trustee as hereinafter in this Article Five provided, the Required Holders may rescind such declaration if (i) the Issuer has made all payments of principal of and interest on all Notes that have become due and payable (other than by reason of acceleration of the Notes) and (ii) the Issuer has paid all amounts due and payable to the Indenture Trustee.  If an Event of Default described in Section 5.01(iv) or (v) shall have occurred and be continuing, the principal amount of the Notes shall become immediately due and payable.

Section 5.03.Collection of Indebtedness and Suits for Enforcement by Indenture Trustee; Authority of Indenture Trustee.

(a)The Issuer covenants that if the Notes are accelerated following the occurrence of an Event of Default, the Issuer will, upon demand of the Indenture Trustee, pay to it, for the benefit of the Holders of the Notes, the whole amount then due and payable on such Notes for principal and interest, with interest upon the overdue principal, and, to the extent payment at such rate of interest shall be legally enforceable, upon overdue installments of interest, at the applicable Interest Rate and in addition thereto such further amount as shall be sufficient to cover costs and expenses of collection, including the reasonable compensation, expenses, disbursements and advances of the Indenture Trustee and its agents and counsel.

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(b)The Indenture Trustee, following the occurrence of an Event of Default, shall have full right, power and authority to take, or refrain from taking, any and all acts with respect to the administration, maintenance or disposition of the Collateral.

(c)If an Event of Default occurs and is continuing, the Indenture Trustee may in its discretion (except as provided in Section 5.03(d)), proceed to protect and enforce its rights and the rights of the Noteholders [and the [Swap][Cap] Counterparty] by such appropriate Proceedings as the Indenture Trustee shall deem most effective to protect and enforce any such rights, whether for the specific enforcement of any covenant or agreement in this Indenture or in aid of the exercise of any power granted herein, or to enforce any other proper remedy or legal or equitable right vested in the Indenture Trustee by this Indenture or by law.

(d)Notwithstanding anything to the contrary contained in this Indenture, if an Event of Default shall have occurred and be continuing and if the Issuer fails to perform its obligations under Section 10.01(b) when and as due, the Indenture Trustee may in its discretion proceed to protect and enforce its rights and the rights of the Noteholders [and the [Swap][Cap] Counterparty] by such appropriate Proceedings as the Indenture Trustee shall deem most effective to protect and enforce any such rights, whether for specific performance of any covenant or agreement in this Indenture or in aid of the exercise of any power granted herein, or to enforce any other proper remedy or legal or equitable right vested in the Indenture Trustee by this Indenture or by law; provided that the Indenture Trustee shall only be entitled to take any such actions to the extent such actions (i) are taken only to enforce the Issuer’s obligations to redeem the principal amount of Notes, and (ii) are taken only against the Collateral.

(e)In case there shall be pending, relative to the Issuer or any other obligor upon the Notes or any Person having or claiming an ownership interest in the Collateral, Proceedings under Title 11 of the United States Code or any other applicable federal or state bankruptcy, insolvency or other similar law, or in case a receiver, assignee or trustee in bankruptcy or reorganization, liquidator, sequestrator or similar official shall have been appointed for or taken possession of the Issuer or its property or such other obligor or Person, or in case of any other comparable judicial Proceedings relative to the Issuer or other obligor upon the Notes, or to the creditors or property of the Issuer or such other obligor, the Indenture Trustee, irrespective of whether the principal of any Notes shall then be due and payable as therein expressed or by declaration or otherwise and irrespective of whether the Indenture Trustee shall have made any demand pursuant to the provisions of this Section, shall be entitled and empowered, by intervention in such Proceedings or otherwise:

(i)to file and prove a claim or claims for the whole amount of principal and interest owing and unpaid in respect of the Notes and to file such other papers or documents as may be necessary or advisable in order to have the claims of the Indenture Trustee (including any claim for reasonable compensation to the Indenture Trustee and each predecessor Indenture Trustee, and their respective agents, attorneys and counsel, and for reimbursement of all expenses and liabilities incurred, and all advances made, by the Indenture Trustee and each predecessor Indenture Trustee, except as a result of negligence or bad faith) and of the Noteholders [and the [Swap][Cap] Counterparty] allowed in such Proceedings;

(ii)unless prohibited by applicable law and regulations, to vote on behalf of the Holders of Notes in any election of a trustee, a standby trustee or Person performing similar functions in any such Proceedings;

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(iii)to collect and receive any moneys or other property payable or deliverable on any such claims and to distribute all amounts received with respect to the claims of the Noteholders[, the [Swap][Cap] Counterparty] and the Indenture Trustee on their behalf; and

(iv)to file such proofs of claim and other papers or documents as may be necessary or advisable in order to have the claims of the Indenture Trustee or the Holders of Notes allowed in any judicial proceedings relative to the Issuer, its creditors and its property;

and any trustee, receiver, liquidator, custodian or other similar official in any such Proceeding is hereby authorized by each of such Noteholders to make payments to the Indenture Trustee, and, in the event that the Indenture Trustee shall consent to the making of payments directly to such Noteholders, to pay to the Indenture Trustee such amounts as shall be sufficient to cover reasonable compensation to the Indenture Trustee, each predecessor Indenture Trustee and their respective agents, attorneys and counsel, and all other expenses and liabilities incurred, and all advances made, by the Indenture Trustee and each predecessor Indenture Trustee except as a result of negligence or bad faith.

(f)Nothing herein contained shall be deemed to authorize the Indenture Trustee to authorize or consent to or vote for or accept or adopt on behalf of any Noteholder [or the [Swap][Cap] Counterparty] any plan of reorganization, arrangement, adjustment or composition affecting the Notes or the rights of any Holder thereof or to authorize the Indenture Trustee to vote in respect of the claim of any Noteholder [or the [Swap][Cap] Counterparty] in any such proceeding except, as aforesaid, to vote for the election of a trustee in bankruptcy or similar Person.

(g)All rights of action and of asserting claims under this Indenture or under any of the Notes [or the Interest Rate [Swap][Cap] Agreement] may be enforced by the Indenture Trustee without the possession of any of the Notes or the production thereof in any trial or other Proceedings relative thereto, and any such action or Proceedings instituted by the Indenture Trustee shall be brought in its own name as trustee of an express trust, and any recovery of judgment, subject to the payment of the expenses, disbursements and compensation of the Indenture Trustee, each predecessor Indenture Trustee and their respective agents and attorneys, shall be for the benefit of the Holders of the Notes [and the [Swap][Cap] Counterparty] as provided in Section 5.06.

(h)In any Proceedings brought by the Indenture Trustee (including any Proceedings involving the interpretation of any provision of this Indenture), the Indenture Trustee shall be held to represent all of the Holders of the Notes, and it shall not be necessary to make any Noteholder [or the [Swap][Cap] Counterparty] a party to any such Proceedings.

Section 5.04.Remedies.  If an Event of Default shall have occurred and be continuing, the Indenture Trustee (subject to Section 5.12) may, and shall if so directed by the Required Holders in writing:

(i)institute Proceedings in its own name and as or on behalf of a trustee of an express trust for the collection of all amounts then payable on the Notes or under this Indenture with respect thereto, whether by declaration or otherwise, enforce any judgment obtained, and collect from the Issuer[, the [Swap][Cap] Counterparty] and any other obligor upon such Notes moneys adjudged due;

(ii)institute Proceedings from time to time for the complete or partial foreclosure of this Indenture with respect to the Collateral;

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(iii)exercise any remedies of a secured party under the UCC and any other remedy available to the Indenture Trustee and take any other appropriate action to protect and enforce the rights and remedies of the Indenture Trustee on behalf of the Noteholders under this Indenture or the Notes; and

(iv)sell the Collateral or any portion thereof or rights or interest therein, at one or more public or private sales called and conducted in any manner permitted by law; provided, however, that the Indenture Trustee may not sell or otherwise liquidate the Collateral following an Event of Default, unless (A) the Holders of 100% of the Outstanding Amount of the Notes consent thereto, (B) the proceeds of such sale or liquidation distributable to the Noteholders [and the [Swap][Cap] Counterparty] are sufficient to discharge in full all amounts then due and unpaid upon such Notes for principal and interest [and all payments due in respect of the Interest Rate [Swap][Cap] Agreement] or (C) there has been an Event of Default described in Section 5.01(i) or (ii) and the Indenture Trustee determines that the Collateral will not continue to provide sufficient funds for the payment of principal of and interest on the Notes [and all amounts due to the [Swap][Cap] Counterparty under the Interest Rate [Swap][Cap] Agreement] as they would have become due if the Notes had not been declared due and payable, and the Indenture Trustee provides prior written notice to the Administrator and obtains the consent of the Required Holders, and the Administrator provides written notice to each Rating Agency.  In determining such sufficiency or insufficiency with respect to clauses (B) and (C), the Indenture Trustee may, but need not, obtain and rely upon an opinion of an Independent investment banking or accounting firm of national reputation as to the feasibility of such proposed action and as to the sufficiency of the Collateral for such purpose.

Section 5.05.Optional Preservation of the Collateral.  Following an Event of Default and if such Event of Default has not been rescinded and annulled, the Indenture Trustee may, but need not, elect to maintain possession of the Collateral.  It is the desire of the parties hereto and the Noteholders [and the [Swap][Cap] Counterparty] that there be at all times sufficient funds for the payment of principal and interest on the Notes [and the amounts due to the [Swap][Cap] Counterparty under the Interest Rate [Swap][Cap] Agreement], and the Indenture Trustee shall take such desire into account when determining whether or not to maintain possession of the Collateral.  In determining whether to maintain possession of the Collateral, the Indenture Trustee may, but need not, obtain and rely upon an opinion of an Independent investment banking or accounting firm of national reputation as to the feasibility of such proposed action and as to the sufficiency of the Collateral for such purpose.

Section 5.06.Priorities.

(a)If the Indenture Trustee collects any money or property pursuant to this Article Five, it shall pay out the money or property in the order and priority set forth in Section 7.05 of the Sale and Servicing Agreement.

(b)The Indenture Trustee may fix a record date and payment date for any payment to Noteholders pursuant to this Section.  At least 15 days before such record date, the Issuer shall mail to each Noteholder and the Indenture Trustee a notice that states the record date, the payment date and the amount to be paid.

Section 5.07.Limitation of Suits.  No Holder of any Note shall have any right to institute any Proceeding, judicial or otherwise, with respect to this Indenture, or for the appointment of a receiver or trustee, or for any other remedy hereunder, unless (and in all events subject to Section 11.17 hereof):

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(i)such Holder has previously given written notice to the Indenture Trustee of a continuing Event of Default;

(ii)the Holders of not less than 25% of the Outstanding Amount of the Controlling Class have made written request to the Indenture Trustee to institute such Proceeding in respect of such Event of Default in its own name as Indenture Trustee hereunder;

(iii)such Holder or Holders have offered to the Indenture Trustee reasonable indemnity against the costs, expenses and liabilities to be incurred in complying with such request;

(iv)the Indenture Trustee for 60 days after its receipt of such notice, request and offer of indemnity has failed to institute such Proceedings; and

(v)no direction inconsistent with such written request has been given to the Indenture Trustee during such 60-day period by the Required Holders.

It is understood and intended that no one or more Holders of Notes shall have any right in any manner whatever by virtue of, or by availing of, any provision of this Indenture to affect, disturb or prejudice the rights of any other Holders of Notes or to obtain or to seek to obtain priority or preference over any other Holders or to enforce any right under this Indenture, except in the manner herein provided.

In the event the Indenture Trustee shall receive conflicting or inconsistent requests and indemnity from two or more groups of Holders of Notes of the Controlling Class, each representing less than a majority of the Outstanding Amount of the Controlling Class, the Indenture Trustee in its sole discretion may determine what action, if any, shall be taken, notwithstanding any other provisions of this Indenture.

Section 5.08.Unconditional Rights of Noteholders to Receive Principal and Interest.  Notwithstanding any other provisions in this Indenture, the Holder of any Note shall have the right, which is absolute and unconditional, to receive payment of the principal of and interest on such Note on or after the respective due dates thereof expressed in such Note or in this Indenture (or, in the case of redemption, on or after the Redemption Date) and to institute suit for the enforcement of any such payment, and such right shall not be impaired without the consent of such Holder.

Section 5.09.Restoration of Rights and Remedies.  If the Indenture Trustee or any Noteholder has instituted any Proceeding to enforce any right or remedy under this Indenture and such proceeding has been discontinued or abandoned for any reason or has been determined adversely to the Indenture Trustee or to such Noteholder, then and in every such case the Indenture Trustee and the Noteholders shall, subject to any determination in such Proceeding, be restored severally and respectively to their former positions hereunder, and thereafter all rights and remedies of the Indenture Trustee and the Noteholders shall continue as though no such Proceeding had been instituted.

Section 5.10.Rights and Remedies Cumulative.  No right or remedy herein conferred upon or reserved to the Indenture Trustee or to the Noteholders is intended to be exclusive of any other right or remedy, and every right and remedy shall, to the extent permitted by law, be cumulative and in addition to every other right and remedy given hereunder or now or hereafter existing at law or in equity or otherwise.  The assertion or employment of any right or remedy hereunder, or otherwise, shall not prevent the concurrent assertion or employment of any other appropriate right or remedy.

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Section 5.11.Delay or Omission Not a Waiver.  No delay or omission of the Indenture Trustee or any Holder of any Note to exercise any right or remedy accruing upon any Default or Event of Default shall impair any such right or remedy or constitute a waiver of any such Default or Event of Default or an acquiescence therein.  Every right and remedy given by this Article Five or by law to the Indenture Trustee[, the [Swap][Cap] Counterparty] or to the Noteholders may be exercised from time to time, and as often as may be deemed expedient, by the Indenture Trustee[, the [Swap][Cap] Counterparty] or (subject to Section 5.07) by the Noteholders, as the case may be.

Section 5.12.Control by Noteholders.  The Required Holders shall have the right to direct the time, method and place of conducting any Proceeding for any remedy available to the Indenture Trustee with respect to the Notes or exercising any trust or power conferred on the Indenture Trustee; provided that:

(i)such direction shall not be in conflict with any rule of law or with this Indenture;

(ii)any direction to the Indenture Trustee to sell or liquidate the Collateral shall be subject to the terms of Section 5.04;

(iii) if the Indenture Trustee elects to retain the Collateral pursuant to Section 5.05, then any direction to the Indenture Trustee by Holders of Notes representing less than 100% of the Outstanding Amount of the Notes to sell or liquidate the Collateral shall be of no force and effect; and

(iv) the Indenture Trustee may take any other action deemed proper by the Indenture Trustee that is not inconsistent with such direction.

Notwithstanding the rights of Noteholders set forth in this Section, subject to Section 6.01, the Indenture Trustee need not take any action that it determines might involve it in liability or might materially and adversely affect the rights of any Noteholders not consenting to such action.

Section 5.13.Waiver of Past Defaults.  Prior to the time a judgment or decree for payment of money due has been obtained as described in Section 5.03, the Required Holders may waive any past Default or Event of Default and its consequences, except a Default (i) in payment of principal or interest on any of the Notes or (ii) in respect of a covenant or provision hereof that cannot be modified or amended without the consent of all Noteholders.  In the case of any waiver of an Event of Default, the Issuer, the Indenture Trustee and the Holders of the Notes shall be restored to their former positions and rights hereunder, respectively; but no such waiver shall extend to any subsequent or other Event of Default or impair any right consequent thereto.  Upon any such waiver, such Event of Default shall cease to exist and be deemed to have been cured and not to have occurred, for every purpose of this Indenture; but no such waiver shall extend to any subsequent or other Default or Event of Default or impair any right consequent thereto.

Section 5.14.Undertaking for Costs.  All parties to this Indenture agree, and each Holder of any Note by such Holder’s acceptance thereof shall be deemed to have agreed, that any court may in its discretion require, in any suit for the enforcement of any right or remedy under this Indenture, or in any suit against the Indenture Trustee for any action taken, suffered or omitted by it as Indenture Trustee, the filing by any party litigant in such suit of an undertaking to pay the costs of such suit and that such court may in its discretion assess reasonable costs, including reasonable attorneys’ fees, against any party litigant in such suit, having due regard to the merits and good faith of the claims or defenses made by such party litigant; but the provisions of this Section shall not

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apply to (i) any suit instituted by the Indenture Trustee, (ii) any suit instituted by any Noteholder, or group of Noteholders, in each case holding in the aggregate more than 10% of the Outstanding Amount of the Controlling Class or (iii) any suit instituted by any Noteholder for the enforcement of the payment of principal of or interest on any Note on or after the respective due dates expressed in such Note and in this Indenture (or, in the case of redemption, on or after the Redemption Date).

Section 5.15.Waiver of Stay or Extension Laws.  The Issuer covenants (to the extent that it may lawfully do so) that it will not at any time insist upon, or plead or in any manner whatsoever claim or take the benefit or advantage of, any stay or extension law wherever enacted, now or at any time hereafter in force, that may affect the covenants or the performance of this Indenture; and the Issuer (to the extent that it may lawfully do so) hereby expressly waives all benefit or advantages of any such law, and covenants that it will not hinder, delay or impede the execution of any power herein granted to the Indenture Trustee, but will suffer and permit the execution of every such power as though no such law had been enacted.

Section 5.16.Action on Notes.  The Indenture Trustee’s right to seek and recover judgment on the Notes [or the Interest Rate [Swap][Cap] Agreement] under this Indenture shall not be affected by the seeking, obtaining or application of any other relief under or with respect to this Indenture.  Neither the lien of this Indenture nor any rights or remedies of the Indenture Trustee[, the [Swap][Cap] Counterparty] or the Noteholders shall be impaired by the recovery of any judgment by the Indenture Trustee against the Issuer or by the levy of any execution under such judgment upon any portion of the Collateral or upon any of the assets of the Issuer.  Any money or property collected by the Indenture Trustee shall be applied in accordance with Section 5.06.

Section 5.17.Performance and Enforcement of Certain Obligations.

(a)Promptly following a request from the Indenture Trustee to do so, and at the Administrator’s expense, the Issuer shall take all such lawful action as the Indenture Trustee may request to compel or secure the performance and observance by the Trust Depositor, the Seller[, the [Swap][Cap] Counterparty] and the Servicer, as applicable, of each of their obligations to the Issuer under or in connection with the Sale and Servicing Agreement, the Transfer and Sale Agreement [and the Interest Rate [Swap][Cap] Agreement] in accordance with the terms thereof, and to exercise any and all rights, remedies, powers and privileges lawfully available to the Issuer under or in connection with the Sale and Servicing Agreement [and the Interest Rate [Swap][Cap] Agreement] to the extent and in the manner directed by the Indenture Trustee, including the transmission of notices of default on the part of the Trust Depositor or the Servicer thereunder and the institution of legal or administrative actions or proceedings to compel or secure performance by the Trust Depositor or the Servicer of each of their obligations under the Sale and Servicing Agreement.

(b)If an Event of Default has occurred and is continuing, the Indenture Trustee may, and at the direction (which direction shall be in writing, including facsimile) of the Required Holders shall, exercise all rights, remedies, powers, privileges and claims of the Issuer against the Trust Depositor[, the [Swap][Cap] Counterparty] or the Servicer under or in connection with the Sale and Servicing Agreement [or the Interest Rate [Swap][Cap] Agreement], including the right or power to take any action to compel or secure performance or observance by the Trust Depositor or the Servicer of each of their obligations to the Issuer thereunder and to give any consent, request, notice, direction, approval, extension or waiver under the Sale and Servicing Agreement, and any right of the Issuer to take such action shall be suspended.

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ARTICLE SIX

THE INDENTURE TRUSTEE

Section 6.01.Duties of Indenture Trustee.

(a)If an Event of Default has occurred and is continuing, the Indenture Trustee shall exercise the rights and powers vested in it by this Indenture and in the same degree of care and skill in their exercise as a prudent person would exercise or use under the circumstances in the conduct of such person’s own affairs.

(b)Except during the continuance of an Event of Default:

(i)the Indenture Trustee undertakes to perform such duties and only such duties as are specifically set forth in this Indenture and no implied covenants or obligations shall be read into this Indenture against the Indenture Trustee; and

(ii)in the absence of bad faith on its part, the Indenture Trustee may conclusively rely, as to the truth of the statements and the correctness of the opinions expressed therein, upon certificates or opinions furnished to the Indenture Trustee and conforming to the requirements of this Indenture; however, the Indenture Trustee shall examine the certificates and opinions to determine whether or not they conform to the requirements of this Indenture and the other Transaction Documents to which the Indenture Trustee is a party.

(c)The Indenture Trustee may not be relieved from liability for its own negligent action, its own negligent failure to act or its own willful misconduct, except that:

(i)this paragraph does not limit the effect of Section 6.01(b);

(ii)the Indenture Trustee shall not be liable for any error of judgment made in good faith by a Responsible Officer unless it is proved that the Indenture Trustee was negligent in ascertaining the pertinent facts; and

(iii)the Indenture Trustee shall not be liable with respect to any action it takes or omits to take in good faith in accordance with a direction received by it pursuant to Section 5.12.

(d)Every provision of this Indenture that in any way relates to the Indenture Trustee is subject to paragraphs (a), (b) and (c) of this Section.

(e)The Indenture Trustee shall not be liable for interest on any money received by it except as the Indenture Trustee may agree in writing with the Issuer.

(f)Money held in trust by the Indenture Trustee need not be segregated from other funds except to the extent required by law or the terms of this Indenture or the Sale and Servicing Agreement.

(g)No provision of this Indenture shall require the Indenture Trustee to expend or risk its own funds or otherwise incur financial liability in the performance of any of its duties hereunder or in the exercise of any of its rights or powers, if it shall have reasonable grounds to believe that

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repayments of such funds or adequate indemnity against such risk or liability is not reasonably assured to it.

(h)The Indenture Trustee shall have no discretionary duties other than performing those ministerial acts set forth above necessary to accomplish the purpose of this Indenture.

(i)Every provision of this Indenture relating to the conduct or affecting the liability of or affording protection to the Indenture Trustee shall be subject to the provisions of this section and to the provisions of the TIA.

Section 6.02.Rights of Indenture Trustee.

(a)The Indenture Trustee may rely on any document reasonably believed by it to be genuine and to have been signed or presented by the proper person. The Indenture Trustee need not investigate any fact or matter stated in the document.

(b)Before the Indenture Trustee acts or refrains from acting, it may require an Officer’s Certificate (with respect to factual matters) or an Opinion of Counsel, as applicable.  The Indenture Trustee shall not be liable for any action it takes or omits to take in good faith in reliance on the Officer’s Certificate or Opinion of Counsel.

(c)The Indenture Trustee may execute any of the trusts or powers hereunder or perform any duties hereunder either directly or by or through Affiliates, agents or attorneys or a custodian or nominee, and the Indenture Trustee shall not be responsible for any misconduct or negligence on the part of, or for the supervision of, any such agent, attorney, custodian or nominee appointed with due care by it hereunder.

(d)The Indenture Trustee shall not be liable for any action it takes or omits to take in good faith which it believes to be authorized or within its rights or powers; provided, however, that the Indenture Trustee’s conduct does not constitute willful misconduct, negligence or bad faith.

(e)The Indenture Trustee may consult with counsel, and the advice of such counsel or any Opinion of Counsel with respect to legal matters relating to this Indenture and the Notes shall be full and complete authorization and protection from liability in respect to any action taken, omitted or suffered by it hereunder in good faith and in accordance with such advice or Opinion of Counsel.

(f)The Indenture Trustee shall be under no obligation to institute, conduct or defend any litigation under this Indenture or in relation to this Indenture, at the request, order or direction of any of the Holders of Notes, pursuant to the provisions of this Indenture, unless such Holders of Notes shall have offered to the Indenture Trustee reasonable security or indemnity against the costs, expenses and liabilities that may be incurred therein or thereby; provided, however, that the Indenture Trustee shall, upon the occurrence of an Event of Default (that has not been cured), exercise the rights and powers vested in it by this Indenture in a manner consistent with Section 6.01.

(g)The Indenture Trustee shall not be bound to make any investigation into the facts or matters stated in any resolution, certificate, statement, instrument, opinion, report, notice, request, consent, order, approval, bond or other paper or document, unless so requested by the Holders of Notes evidencing not less than 25% of the Outstanding Amount of the Notes; provided, however, that if the payment within a reasonable time to the Indenture Trustee of the costs, expenses or liabilities likely to be incurred by it in the making of such investigation is, in the opinion of the Indenture Trustee, not reasonably assured to the Indenture Trustee by the security afforded to it by

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the terms of this Indenture or the Sale and Servicing Agreement, the Indenture Trustee may require reasonable indemnity against such cost, expense or liability as a condition to so proceeding; the reasonable expense of every such examination shall be paid by the Person making such request, or, if paid by the Indenture Trustee, shall be reimbursed by the Person making such request upon demand.

Section 6.03.Individual Rights of Indenture Trustee.  The Indenture Trustee in its individual or any other capacity may become the owner or pledgee of Notes and may otherwise deal with the Issuer or its Affiliates with the same rights it would have if it were not Indenture Trustee.  Any Paying Agent, Note Registrar, co-registrar or co-paying agent may do the same with like rights.  However, the Indenture Trustee is required to comply with Section 6.11.

Section 6.04.Indenture Trustee’s Disclaimer.  The Indenture Trustee shall not be responsible for and makes no representation as to the validity or adequacy of this Indenture, [the Interest Rate [Swap][Cap] Agreement,] the Collateral or the Notes, it shall not be accountable for the Issuer’s use of the proceeds from the Notes, and it shall not be responsible for any statement of the Issuer in this Indenture [or the Interest Rate [Swap][Cap] Agreement] or in any document issued in connection with the sale of the Notes or in the Notes, other than the Indenture Trustee’s certificate of authentication.

Section 6.05.Notice of Defaults.  If a Default occurs and is continuing and if it is known to a Responsible Officer of the Indenture Trustee, the Indenture Trustee shall mail to [the [Swap][Cap] Counterparty and] each Noteholder notice of the Default within 90 days after it occurs.  Except in the case of a Default in payment of principal of or interest on any Note (including payments pursuant to the redemption of such Notes), the Indenture Trustee may withhold the notice if and so long as a committee of its Responsible Officers in good faith determines that withholding the notice is in the interests of Noteholders [and the [Swap][Cap] Counterparty, as applicable].

Section 6.06.Reports by Indenture Trustee to Holders.  Within the prescribed period of time for tax reporting purposes after the end of each calendar year during the term of this Indenture, the Indenture Trustee shall deliver to each Noteholder such information, including without limitation, IRS Form 1099, as may be required by applicable law to enable such holder to prepare its federal and state income tax returns.

Section 6.07.Compensation and Indemnity.  The Issuer shall pay or shall cause the Administrator to pay to the Indenture Trustee from time to time reasonable compensation for its services.  The Indenture Trustee’s compensation shall not be limited by any law on compensation of a trustee of an express trust.  The Issuer shall or shall cause the Administrator to reimburse the Indenture Trustee for all reasonable out-of-pocket expenses incurred or made by it, including costs of collection, in addition to the compensation for its services.  Such expenses shall include the reasonable compensation and expenses, disbursements and advances of the Indenture Trustee’s agents, counsel, accountants and experts.  The Issuer shall indemnify or shall cause the Administrator to indemnify the Indenture Trustee against any and all loss, liability or expense (including attorneys’ fees) incurred by it in connection with the administration of this trust and the performance of its duties hereunder.  The Indenture Trustee shall notify the Issuer and the Administrator promptly of any claim for which it may seek indemnity.  Failure by the Indenture Trustee to so notify the Issuer and the Administrator shall not relieve the Issuer or the Administrator of its obligations hereunder.  The Issuer shall defend or shall cause the Administrator to defend any such claim, and the Indenture Trustee may have separate counsel and the Issuer shall pay or shall cause the Administrator to pay the fees and expenses of such counsel.  Neither the Issuer nor the Administrator need reimburse any expense or indemnify against any loss, liability or expense

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incurred by the Indenture Trustee through the Indenture Trustee’s own willful misconduct, negligence or bad faith.

The Issuer’s payment obligations and indemnification to the Indenture Trustee pursuant to this Section shall survive the resignation or removal of the Indenture Trustee and the termination and discharge of this Indenture; provided that the Indenture Trustee shall be entitled only to compensation for its services for the period prior to the date of such resignation or removal of the Indenture Trustee.  When the Indenture Trustee incurs expenses after the occurrence of an Event of Default specified in Section 5.01(iv) or (v) with respect to the Issuer, the expenses are intended to constitute expenses of administration under Title 11 of the United States Code or any other applicable federal or state bankruptcy, insolvency or similar law.

Section 6.08.Replacement of Indenture Trustee.  The Indenture Trustee may resign at any time by so notifying the Issuer and the Servicer.  The Issuer shall remove the Indenture Trustee if:

(i)the Indenture Trustee fails to comply with Section 6.11;

(ii)a court or banking regulator having jurisdiction in the premises in respect of the Indenture Trustee in an involuntary case or proceeding under federal or state banking or bankruptcy laws, as now or hereafter constituted, or any other applicable federal or state bankruptcy, insolvency, receivership, conservatorship or other similar law, shall have entered a decree or order granting relief or appointing a receiver, liquidator, assignee, custodian, trustee, conservator, sequestrator (or similar official) for the Indenture Trustee or for any substantial part of the Indenture Trustee’s property, or ordering the winding-up or liquidation of the Indenture Trustee’s affairs, provided any such decree or order shall have continued unstayed and in effect for a period of 30 consecutive days;

(iii)the Indenture Trustee commences a voluntary case under any federal or state banking or bankruptcy laws, as now or hereafter constituted, or any other applicable federal or state bankruptcy, insolvency, receivership, conservatorship or other similar law, or consents to the appointment of or taking possession by a receiver, liquidator, assignee, custodian, trustee, conservator, sequestrator or other similar official for the Indenture Trustee or for any substantial part of the Indenture Trustee’s property, or makes any assignment for the benefit of creditors or fails generally to pay its debts as such debts become due or takes any corporate action in furtherance of any of the foregoing; or

(iv)the Indenture Trustee otherwise becomes incapable of acting.

If the Indenture Trustee resigns or is removed, the Issuer shall promptly appoint a successor Indenture Trustee.  A successor Indenture Trustee shall deliver a written acceptance of its appointment to the retiring Indenture Trustee and to the Issuer.  Thereupon the resignation or removal of the retiring Indenture Trustee shall become effective, and the successor Indenture Trustee shall have all the rights, powers and duties of the Indenture Trustee under this Indenture.  The Issuer or the successor Indenture Trustee shall mail a notice of its succession to Noteholders [and the [Swap][Cap] Counterparty].  The retiring Indenture Trustee shall promptly transfer all property held by it as Indenture Trustee to the successor Indenture Trustee.

If a successor Indenture Trustee does not take office within 60 days after the retiring Indenture Trustee resigns or is removed, the retiring Indenture Trustee, the Issuer or the Holders of a majority in Outstanding Amount of the Notes may appoint or petition any court of competent jurisdiction for the appointment of a successor Indenture Trustee.

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If the Indenture Trustee fails to comply with Section 6.11, any Noteholder may petition any court of competent jurisdiction for the removal of the Indenture Trustee and the appointment of a successor Indenture Trustee.

Any resignation or removal of the Indenture Trustee and appointment of a successor Indenture Trustee pursuant to any of the provisions of this Section shall not become effective until acceptance of appointment by the successor Indenture Trustee pursuant to this Section and payment of all fees and expenses owed to the outgoing Indenture Trustee.  Notwithstanding the replacement of the Indenture Trustee pursuant to this Section, the retiring Indenture Trustee shall be entitled to payment or reimbursement of such amounts as such Person is entitled pursuant to Section 6.07.

Section 6.09.Successor Indenture Trustee by Merger.  If the Indenture Trustee consolidates with, merges or converts into, or transfers all or substantially all its corporate trust business or assets to, another corporation or banking association, the resulting, surviving or transferee corporation or banking association without any further act shall be the successor Indenture Trustee; provided, that such corporation or banking association shall be otherwise qualified and eligible under Section 6.11.  The Indenture Trustee shall provide the Administrator with prompt written notice of any such transaction and the Administrator shall provide each Rating Agency prompt notice thereof.

In case at the time such successor or successors by merger, conversion or consolidation to the Indenture Trustee shall succeed to the trusts created by this Indenture, any of the Notes shall have been authenticated but not delivered, any such successor to the Indenture Trustee may adopt the certificate of authentication of any predecessor Indenture Trustee, and deliver such Notes so authenticated; and in case at that time any of the Notes shall not have been authenticated, any successor to the Indenture Trustee may authenticate such Notes either in the name of any predecessor hereunder or in the name of the successor to the Indenture Trustee; and in all such cases such certificates shall have the full force which it is anywhere in the Notes or in this Indenture provided that the certificate of the Indenture Trustee shall have.

Section 6.10.Appointment of Co-Indenture Trustee or Separate Indenture Trustee.

(a)Notwithstanding any other provision of this Indenture, at any time, for the purpose of meeting any legal requirement of any jurisdiction in which any part of the Collateral may at the time be located, the Indenture Trustee and the Issuer acting jointly shall have the power and may execute and deliver all instruments to appoint one or more Persons to act as a co-Indenture Trustee or co-Indenture Trustees, jointly with the Indenture Trustee, or separate Indenture Trustee or separate Indenture Trustees, of all or any part of the Trust, and to vest in such Person or Persons, in such capacity and for the benefit of the Noteholders, such title to the Collateral, or any part hereof, and, subject to the other provisions of this Section, such powers, duties, obligations, rights and trusts as the Indenture Trustee and the Administrator may consider necessary or desirable.  If the Administrator shall not have joined in such appointment within 15 days after the receipt by it of a request so to do, the Indenture Trustee alone shall have the power to make such appointment.  No co-Indenture Trustee or separate Indenture Trustee hereunder shall be required to meet the terms of eligibility of a successor Indenture Trustee under Section 6.11 and no notice to Noteholders [or the [Swap][Cap] Counterparty] of the appointment of any co-Indenture Trustee or separate Indenture Trustee shall be required under Section 6.08.

(b)Every separate Indenture Trustee and co-Indenture Trustee shall, to the extent permitted by law, be appointed and act subject to the following provisions and conditions:

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(i)all rights, powers, duties and obligations conferred or imposed upon the Indenture Trustee shall be conferred or imposed upon and exercised or performed by the Indenture Trustee and such separate Indenture Trustee or co-Indenture Trustee jointly (it being understood that such separate Indenture Trustee or co-Indenture Trustee is not authorized to act separately without the Indenture Trustee joining in such act), except to the extent that under any law of any jurisdiction in which any particular act or acts are to be performed the Indenture Trustee shall be incompetent or unqualified to perform such act or acts, in which event such rights, powers, duties and obligations (including the holding of title to the Collateral or any portion thereof in any such jurisdiction) shall be exercised and performed singly by such separate Indenture Trustee or co-Indenture Trustee, but solely at the direction of the Indenture Trustee;

(ii)no Indenture Trustee hereunder shall be personally liable by reason of any act or omission of any other Indenture Trustee hereunder; and

(iii)the Indenture Trustee and the Issuer may at any time accept the resignation of or remove, with or without cause, any separate Indenture Trustee or co-Indenture Trustee.

(c)Any notice, request or other writing given to the Indenture Trustee shall be deemed to have been given to each of the then separate Indenture Trustees and co-Indenture Trustees, as effectively as if given to each of them.  Every instrument appointing any separate Indenture Trustee or co-Indenture Trustee shall refer to this Indenture and the conditions of this Article.  Each separate Indenture Trustee and co-Indenture Trustee, upon its acceptance of the trusts conferred, shall be vested with the estates or property specified in its instrument of co-appointment, either jointly with the Indenture Trustee or separately, as may be provided therein, subject to all the provisions of this Indenture, specifically including every provision of this Indenture relating to the conduct of, affecting the liability of or affording protection to, the Indenture Trustee.  Every such instrument shall be filed with the Indenture Trustee and a copy thereof given to the Administrator.

(d)Any separate Indenture Trustee or co-Indenture Trustee may at any time constitute the Indenture Trustee its agent or attorney-in-fact with full power and authority, to the extent not prohibited by law, to do any lawful act under or in respect of this Indenture on its behalf and in its name.  If any separate Indenture Trustee or co-Indenture Trustee shall die, become incapable of acting, resign or be removed, all of its estates, properties, rights, remedies and trusts shall vest in and be exercised by the Indenture Trustee, to the extent permitted by law, without the appointment of a new or successor Indenture Trustee.  Notwithstanding anything to the contrary in this Indenture, the appointment of any separate Indenture Trustee or co-Indenture Trustee shall not relieve the Indenture Trustee of its obligations and duties under this Indenture.

Section 6.11.Eligibility.

(a)The Indenture Trustee shall at all times satisfy the requirements of TIA §310(a).  The Indenture Trustee hereunder shall at all times be a financial institution organized and doing business under the laws of the United States of America or any state, authorized under such laws to exercise corporate trust powers.  The Indenture Trustee or its parent shall have a long term unsecured debt rating of at least Baa3 by Moody’s and shall have a combined capital and surplus of at least $50,000,000, and the Indenture Trustee shall be subject to supervision or examination by federal or state authority; provided that the Indenture Trustee’s separate capital and surplus shall at all times be at least the amount required by Section 310(a)(2) of the TIA.  If any such Person publishes reports of condition at least annually, pursuant to law or to the requirements of a supervising or examining

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authority, then for the purposes of this Section 6.11, the combined capital and surplus of such Person shall be deemed to be its combined capital and surplus as set forth in its most recent report of condition so published.

(b)           If a Default occurs and is continuing and the Indenture Trustee is deemed to have a “conflicting interest” (as defined in the TIA) as a result of acting as trustee for the Class A Notes, the Class B Notes, the Class C Notes[, and] the Class D Notes[, and the [Swap][Cap] Counterparty], the Issuer shall appoint a successor Indenture Trustee for one or more Classes of Notes [and/or the [Swap][Cap] Counterparty] so that there will be separate Indenture Trustees for the Class A Notes, the Class B Notes, the Class C Notes,[ and/or] the Class D Notes, [and/or the [Swap][Cap] Counterparty,] as applicable.  No such event shall alter the voting rights of the Noteholders under this Indenture or under any of the other Transaction Documents.

(c)           In the case of an appointment hereunder of a successor Indenture Trustee with respect to any Class of Notes, the Issuer, the retiring Indenture Trustee and the successor Indenture Trustee with respect to such Class of Notes shall execute and deliver an indenture supplement hereto wherein the successor Indenture Trustee shall accept such appointment and which (i) shall contain such provisions as shall be necessary or desirable to transfer and confirm to, and to vest in, the successor Indenture Trustee all rights, powers, trusts and duties of the retiring Indenture Trustee with respect to the Notes of such Class as to which the appointment of such Indenture Trustee relates, (ii) if the retiring Indenture Trustee is not retiring with respect to all Classes of Notes, shall contain such provisions as shall be deemed necessary or desirable to confirm that all the rights, powers, trusts and duties of the retiring Indenture Trustee with respect to the Notes of each Class as to which the retiring Indenture Trustee is not retiring shall continue to be vested in the retiring Indenture Trustee and (iii) shall add to or change any of the provisions of this Indenture as shall be necessary to provide for or facilitate the administration of the trusts hereunder by more than one Indenture Trustee, it being understood that nothing herein or in such supplemental indenture shall constitute such Indenture Trustees co-trustees of the same trust and that each such Indenture Trustee; and upon execution and delivery of such supplemental indenture the resignation or removal of the retiring Indenture Trustee shall become effective to the extent provided therein.

(d)           In case at any time the Indenture Trustee shall cease to be eligible in accordance with the provisions of this Section 6.11, the Indenture Trustee shall resign immediately in the manner and with the effect specified in Section 6.08.  The Indenture Trustee shall comply with TIA §310(b); provided, however, that there shall be excluded from the operation of TIA §310(b)(1) any indenture or indentures under which other securities of the Issuer are outstanding if the requirements for such exclusion set forth in TIA §310(b)(1) are met.

Section 6.12.        Pennsylvania Motor Vehicle Sales Finance Act Licenses.  The Indenture Trustee shall use its best efforts to maintain the effectiveness of all licenses required under the Pennsylvania Motor Vehicle Sales Finance Act in connection with this Indenture and the transactions contemplated hereby until the lien and security interest of this Indenture shall no longer be in effect in accordance with the terms hereof.

Section 6.13.        Preferential Collection of Claims Against Issuer.  The Indenture Trustee shall comply with TIA §311(a), excluding any creditor relationship listed in TIA §311(b).  An Indenture Trustee who has resigned or been removed shall be subject to TIA §311(a) to the extent indicated.

Section 6.14.        Representations and Warranties of Indenture Trustee.  The Indenture Trustee hereby represents and warrants to the Issuer as follows:

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(a)           Organization. It has been duly organized and is validly existing as a [national banking association] organized under the laws of the United States and has the power to conduct its business and affairs as a trustee.

(b)           Authorization; Binding Obligations. It has the corporate power and authority to perform the duties and obligations of Indenture Trustee under this Indenture. It has taken all necessary corporate action to authorize the execution, delivery and performance of each Transaction Document to which it is a party, and all of the documents required to be executed by it pursuant hereto and thereto. Upon execution and delivery by the Issuer, this Indenture will constitute the legal, valid and binding obligation of it enforceable against it in accordance with its terms, subject to applicable bankruptcy, reorganization, insolvency, fraudulent conveyance, moratorium, and similar laws affecting the rights of creditors and subject to equitable principles (whether enforcement is sought in a legal or equitable proceeding).

(c)           No Conflict. Neither the execution, delivery and performance of any Transaction Document to which it is a party, nor the consummation of the transactions contemplated thereby, (i) is prohibited by, or requires it to obtain any consent, authorization, approval or registration under, any law, statute, rule, regulation, judgment, order, writ, injunction or decree that is binding upon it or any of its properties or assets or (ii) will violate any provision of, result in any default or acceleration of any obligations under, result in the creation or imposition of any lien pursuant to, or require any consent under, any agreement to which it is a party or by which it or any of its property is bound.

(d)           No Proceedings. There are no Proceedings pending, or to the best of its knowledge, threatened against it before any federal, state, provincial or other governmental agency, authority, administrator or regulatory body, arbitrator, court or other tribunal, foreign or domestic, that could reasonably be expected to have a material adverse effect on the Collateral or the Noteholders or any action taken or to be taken by it under any Transaction Document to which it is a party.

(e)           Eligible Trustee. It is an eligible trustee under the TIA as of the Closing Date.

ARTICLE SEVEN

NOTEHOLDERS’ LISTS AND REPORTS; NOTEHOLDER COMMUNICATION

Section 7.01.        Issuer to Furnish Indenture Trustee Names and Addresses of Noteholders.  The Issuer will furnish or cause to be furnished to the Indenture Trustee (A)(i) not more than five days after each Record Date and (ii) three months after the last Record Date, a list, in such form as the Indenture Trustee may reasonably require, of the names and addresses of the Noteholders as of such Record Date and (B) at such other times as the Indenture Trustee may request in writing, within 30 days after receipt by the Issuer of any such request, a list of similar form and content as of a date not more than ten days prior to the time such list is furnished; provided, however, that so long as the Indenture Trustee is the Note Registrar, no such list shall be required to be furnished.

Section 7.02.        Preservation of Information: Communication to Noteholders.

(a)           The Indenture Trustee shall preserve, in as current a form as is reasonably practicable, the names and addresses of the Noteholders contained in the most recent list furnished to the Indenture Trustee as provided in Section 7.01 and the names and addresses of Noteholders received by the Indenture Trustee in its capacity as Note Registrar and shall otherwise comply with

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TIA §312(a).  The Indenture Trustee may destroy any list furnished to it as provided in such Section 7.01 upon receipt of a new list so furnished.

(b)           Noteholders may communicate pursuant to TIA § 312(b) with other Noteholders with respect to their rights under this Indenture or under the Notes.

(c)           The Issuer, the Indenture Trustee and the Note Registrar shall have the protection of TIA § 312(c).

Section 7.03.        Communications Between the Noteholders.  A Noteholder that seeks to communicate with other Noteholders about a possible exercise of rights under this Indenture or the other Transaction Documents may send a request to the Issuer and the Servicer, on behalf of the Issuer, to include information regarding the communication in a Form 10-D to be filed by the Issuer with the Commission. Each request must include (i) the name of the requesting Noteholder, (ii) the method by which other Noteholders may contact the requesting Noteholder and (iii) in the case of a Holder of a Book-Entry Note, a certification from that Person that it is a Noteholder, together with at least one form of documentation evidencing its ownership of a Note, including a trade confirmation, account statement, letter from a broker or dealer or similar document. A Noteholder that delivers a request under this Section 7.03 will certify to the Issuer and the Servicer that its request to communicate with other Noteholders relates solely to a possible exercise of rights under this Indenture or the other Transaction Documents, and will not be used for other purposes. On receipt of a request, the Servicer will include in the Form 10-D filed by the Issuer with the Commission for the Due Period in which the request was received (A) a statement that the Issuer has received a request from a Noteholder that is interested in communicating with other Noteholders about a possible exercise of rights under this Indenture or the other Transaction Documents; (B) the name of the requesting Noteholder; (C) the date the request was received; and (D) a description of the method by which the other Noteholders may contact the requesting Noteholder.

Section 7.04.        Noteholder Demand for Asset Representations Review.  If a Delinquency Trigger occurs, a Noteholder may make a demand on the Indenture Trustee to cause a vote of the Noteholders about whether to direct the Asset Representations Reviewer to conduct a Review of the Review Contracts under the Asset Representations Review Agreement. In the case of a Holder of a Book-Entry Note, each demand must be accompanied by a certification from that Person that it is a Noteholder, together with at least one form of documentation evidencing its ownership of a Note, including a trade confirmation, account statement, letter from a broker or dealer or similar document. If the Noteholders of at least 5% of the aggregate principal amount of the Notes (excluding Harley-Davidson Credit or any Affiliate of Harley-Davidson Credit that is also a Noteholder) demand a vote within [90] days of the filing of the Form 10-D reporting the occurrence of the Delinquency Trigger, the Indenture Trustee will promptly request a vote of the Noteholders through the Clearing Agency.  The vote will remain open until the [150th] day after the filing of the Form 10-D.  Assuming a voting quorum of the Noteholders holding at least 5% of the aggregate principal amount of the Notes is reached, if the Noteholders of a majority of the aggregate principal balance of the Notes voted agree to a Review, the Indenture Trustee will promptly send a Review Notice to the Asset Representations Reviewer and the Servicer under the Asset Representations Review Agreement directing the Asset Representations Reviewer to conduct the Review.

Section 7.05.        Reports by Issuer.

(a)           The Issuer shall:

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(i)            file with the Indenture Trustee, within 15 days after the Issuer is required (if at all) to file the same with the Commission, copies of the annual reports and of the information, documents and other reports (or copies of such portions of any of the foregoing as the Commission may from time to time by rules and regulations prescribe) that the Issuer may be required to file with the Commission pursuant to Section 13 or 15(d) of the Exchange Act;

(ii)           file with the Indenture Trustee and the Commission in accordance with rules and regulations prescribed from time to time by the Commission such additional information, documents and reports with respect to compliance by the Issuer with the conditions and covenants of this Indenture as may be required from time to time by such rules and regulations; and

(iii)          supply to the Indenture Trustee (and the Indenture Trustee shall transmit by mail to all Noteholders described in TIA §313(c)) such summaries of any information, documents and reports required to be filed by the Issuer pursuant to clauses (i) and (ii) of this Section 7.03(a) and by rules and regulations prescribed from time to time by the Commission.

(b)           Unless the Issuer otherwise determines, the fiscal year of the Issuer shall end on December 31 of each year.

Section 7.06.        Reports by Indenture Trustee.  If required by TIA §313(a), within 60 days after each January 31st beginning with [             ], the Indenture Trustee shall mail to each Noteholder as required by TIA §313(c) a brief report dated as of such date that complies with TIA §313(a).  The Indenture Trustee also shall comply with TIA §313(b).

A copy of each report at the time of its mailing to Noteholders shall be filed by the Indenture Trustee with the Commission and each stock exchange, if any, on which the Notes are listed.  The Issuer shall notify the Indenture Trustee if and when the Notes are listed on any stock exchange.

ARTICLE EIGHT

ACCOUNTS, DISBURSEMENTS AND RELEASES

Section 8.01.        Collection of Money.  Except as otherwise expressly provided herein, the Indenture Trustee may demand payment or delivery of, and shall receive and collect, directly and without intervention or assistance of any fiscal agent or other intermediary, all money and other property payable to or receivable by the Indenture Trustee pursuant to this Indenture and the Sale and Servicing Agreement.  The Indenture Trustee shall apply all such money received by it as provided in this Indenture and the Sale and Servicing Agreement.  Except as otherwise expressly provided in this Indenture or the Sale and Servicing Agreement, if any default occurs in the making of any payment or performance under any agreement or instrument that is part of the Collateral, the Indenture Trustee may take such action as may be appropriate to enforce such payment or performance, including the institution and prosecution of appropriate Proceedings. Any such action shall be without prejudice to any right to claim a Default or Event of Default under this Indenture and any right to proceed thereafter as provided in Article Five.

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Section 8.02.        Trust Accounts.

(a)           On or prior to the Closing Date, the Issuer shall cause the Servicer to establish and maintain, in the name of the Indenture Trustee, for the benefit of the Noteholders, the Certificateholder[s]] and the [Swap][Cap] Counterparty,] the Trust Accounts as provided in Section 5.05 of the Sale and Servicing Agreement.

(b)           All Available Monies will be deposited in the Collection Account as provided in Section 5.05 of the Sale and Servicing Agreement.  On or before each Distribution Date, all amounts required to be deposited in the Note Distribution Account with respect to the related Due Period pursuant to Section 7.05 of the Sale and Servicing Agreement will be transferred from the Collection Account [, the Risk Retention Reserve Account] and/or the Reserve Fund to the Note Distribution Account.

(c)           On each Distribution Date, the Indenture Trustee shall distribute all amounts on deposit in the Note Distribution Account to Noteholders in respect of the Notes to the extent of amounts due and unpaid on the Notes for principal and interest in the order and priority set forth in Section 7.05 of the Sale and Servicing Agreement.

Section 8.03.        General Provisions Regarding Accounts.

(a)           So long as no Default or Event of Default shall have occurred and be continuing, all or a portion of the funds in the Trust Accounts [and the [Swap][Cap] Collateral Account] shall be invested in accordance with the provisions of Section 5.05 of the Sale and Servicing Agreement.  Except as otherwise provided in Section 5.05 of the Sale and Servicing Agreement, all income or other gain from investments of moneys deposited in such Trust Accounts (other than the Reserve Fund [and the Risk Retention Reserve Account]) shall be deposited by the Indenture Trustee in the Collection Account [and all income or other gain from investments of moneys deposited into the [Swap][Cap] Collateral Account shall be deposited into the [Swap][Cap] Collateral Account], and any loss resulting from such investments shall be charged to the related Trust Account [or [Swap][Cap] Collateral Account], as applicable.  The Issuer will not direct the Indenture Trustee to make any investment of any funds or to sell any investment held in any of the Trust Accounts unless the security interest granted and perfected in such account will continue to be perfected in such investment or the proceeds of such sale, in either case without any further action by any Person, and, in connection with any direction to the Indenture Trustee to make any such investment or sale, if requested by the Indenture Trustee, the Issuer shall deliver to the Indenture Trustee an Opinion of Counsel, acceptable to the Indenture Trustee, to such effect.

(b)           Subject to Section 6.01(c), the Indenture Trustee shall not in any way be held liable by reason of any insufficiency in any of the  Trust Accounts resulting from any loss on any Eligible Investment included therein except for losses attributable to the Indenture Trustee’s failure to make payments on such Eligible Investments issued by the Indenture Trustee, in its commercial capacity as principal obligor and not as Indenture Trustee, in accordance with their terms.

(c)           If (i) the Issuer shall have failed to give investment directions for any funds on deposit in the Trust Accounts to the Indenture Trustee by 11:00 a.m., New York City time (or such other time as may be agreed by the Issuer and Indenture Trustee), on any Business Day or (ii) a Default or Event of Default shall have occurred and be continuing with respect to the Notes but the Notes shall not have been declared due and payable pursuant to Section 5.02 or (iii) such Notes shall have been declared due and payable following an Event of Default, but amounts collected or receivable from the Collateral are being applied in accordance with Section 5.05 as if there had not been such a declaration, then the Indenture Trustee shall, to the fullest extent practicable, invest and reinvest funds in the Trust Accounts [and the [Swap][Cap] Collateral Account] in one or more Eligible Investments satisfying the requirements of clause (d) of the definition thereof.

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Section 8.04.        Release of Collateral.

(a)           Subject to the payment of its fees and expenses pursuant to Section 6.07, the Indenture Trustee may, and when required by the provisions of this Indenture or the Sale and Servicing Agreement shall, execute instruments to release property from the lien of this Indenture, or convey the Indenture Trustee’s interest in the same, in a manner and under circumstances that are not inconsistent with the provisions of this Indenture.  No party relying upon an instrument executed by the Indenture Trustee as provided in this Article shall be bound to ascertain the Indenture Trustee’s authority, inquire into the satisfaction of any conditions precedent or see to the application of any moneys.

(b)           The Indenture Trustee shall, at such time as there are no Notes Outstanding and all sums due the Indenture Trustee pursuant to Section 6.07 have been paid, [and all sums due to the [Swap][Cap] Counterparty have been paid pursuant to the Interest Rate [Swap][Cap] Agreement,] release any remaining portion of the Collateral that secured the Notes from the lien of this Indenture and release to the Issuer or any other Person entitled thereto any funds then on deposit in the Trust Accounts.  The Indenture Trustee shall release property from the lien of this Indenture pursuant to this Section 8.04(b) only upon receipt of an Issuer Request accompanied by an Officer’s Certificate, an Opinion of Counsel and (if required by the TIA as so stated in the Opinion of Counsel) Independent Certificates in accordance with TIA §§314(c) and 314(d)(1) meeting the applicable requirements of Section 11.01.

Section 8.05.        Opinion of Counsel.  The Indenture Trustee shall receive at least seven days’ notice when requested by the Issuer to take any action pursuant to Section 8.04(a), accompanied by copies of any instruments involved, and the Indenture Trustee shall also require, as a condition to such action, an Opinion of Counsel, in form and substance satisfactory to the Indenture Trustee, stating the legal effect of any such action, outlining the steps required to complete the same, and concluding that all conditions precedent to the taking of such action have been complied with and such action will not materially and adversely impair the security for the Notes or the rights of the Noteholders [or the [Swap][Cap] Counterparty] in contravention of the provisions for this Indenture; provided, however, that such Opinion of Counsel shall not be required to express an opinion as to the fair value of the Collateral.  Counsel rendering any such opinion may rely, without independent investigation, on the accuracy and validity of any certificate or other instrument delivered to the Indenture Trustee in connection with any such action.

ARTICLE NINE

SUPPLEMENTAL INDENTURES

Section 9.01.        Supplemental Indentures Without Consent of Noteholders.

(a)           Without the consent of the Holders of any Notes [or the [Swap][Cap] Counterparty] and with prior notice by the Issuer to each Rating Agency [and the [Swap][Cap] Counterparty], the Issuer and the Indenture Trustee, when authorized by an Issuer Order, and the other parties hereto at any time from time to time, may enter into one or more indentures supplemental hereto (which shall conform to the provisions of the TIA as in force at the date of the execution thereof), in form satisfactory to the Indenture Trustee, for any of the following purposes:

(i)            to correct or amplify the description of any property at any time subject to the lien of this Indenture, or better to assure, convey and confirm unto the

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Indenture Trustee any property subject or required to be subjected to the lien created by this Indenture, or to subject additional property to the lien created by this Indenture;

(ii)           to evidence the succession, in compliance with the applicable provisions hereof, of another Person to the Issuer, and the assumption by any such successor of the covenants of the Issuer herein and in the Notes;

(iii)          to add to the covenants of the Issuer, for the benefit of the Holders of the Notes [and the [Swap][Cap] Counterparty], or to surrender any right or power herein conferred upon the Issuer;

(iv)          to convey, transfer, assign, mortgage or pledge any property to or with the Indenture Trustee;

(v)           to cure any ambiguity, to correct or supplement any provision herein or in any supplemental indenture which may be inconsistent with any other provision herein, in any supplemental indenture, in the Transaction Documents or in the Prospectus or to add any other provisions with respect to matters or questions arising under this Indenture, in any supplemental indenture, in the Transaction Documents or in the Prospectus; provided that such action shall not adversely affect the interests of the Holders of the Notes [or the [Swap][Cap] Counterparty];

(vi)          to evidence and provide for the acceptance of the appointment hereunder by a successor Indenture Trustee, a co-Indenture Trustee or a separate Indenture Trustee and to add to or change any of the provisions of this Indenture as shall be necessary to facilitate the administration of the trusts hereunder by more than one Indenture Trustee, pursuant to the requirements of Article Six; and

(vii)         to modify, eliminate or add to the provisions of this Indenture to such extent as shall be necessary to effect the qualification of this Indenture under the TIA or under any similar federal statute hereafter enacted and to add to this Indenture such other provisions as may be required by the TIA.

The Indenture Trustee is hereby authorized to join in the execution of any such supplemental indenture and to make any further appropriate agreements and stipulations that may be therein contained.

(b)           The Issuer and the Indenture Trustee, when authorized by an Issuer Order, may, also without the consent of any of the Holders of the Notes [or the [Swap][Cap] Counterparty] and with prior notice by the Issuer to [the [Swap][Cap] Counterparty and] each Rating Agency, enter into an indenture or indentures supplemental hereto for the purpose of adding any provisions to, or changing in any manner or eliminating any of the provisions of, this Indenture or of modifying in any manner the rights of the Holders of the Notes [or the [Swap][Cap] Counterparty] under this Indenture; provided, however, that such action shall not, as evidenced by an Opinion of Counsel, adversely affect in any material respect the interests of any Noteholder [or the [Swap][Cap] Counterparty].

Section 9.02.        Supplemental Indentures With Consent of Noteholders [and the [Swap][Cap] Counterparty].

(a)           The Issuer and the Indenture Trustee, when authorized by an Issuer Order, may, with prior notice by the Issuer to each Rating Agency [and the [Swap][Cap] Counterparty] and with the

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consent of the Required Holders, by Act of such Required Holders delivered to the Issuer and the Indenture Trustee, enter into an indenture or indentures supplemental hereto for the purpose of adding any provisions to, or changing in any manner or eliminating any of the provisions of, this Indenture or of modifying in any manner the rights of the Holders of the Notes under this Indenture; provided, however, that no such supplemental indenture shall, without the consent of the Holder of each Outstanding Note affected thereby:

(i)            change the date of payment of any installment of principal of or interest on any Note, or reduce the principal amount thereof, the interest rate thereon or the Redemption Date Amount with respect thereto, change the provisions of this Indenture relating to the application of collections on, or the proceeds of the sale of, the Collateral to payment of principal of or interest on the Notes, or change any place of payment where, or the coin or currency in which, any Note or the interest thereon is payable, or impair the right to institute suit for the enforcement of the provisions of this Indenture requiring the application of funds available therefor, as provided in Article Five, to the payment of any such amount due on the Notes on or after the respective due dates thereof (or, in the case of redemption, on or after the Redemption Date);

(ii)           reduce the percentage of the Outstanding Amount of the Notes, the consent of the Holders of which is required for any such supplemental indenture or any amendment to the other Transaction Documents, or the consent of the Holders of which is required for any waiver of compliance with certain provisions of this Indenture or certain defaults hereunder and their consequences provided for in this Indenture;

(iii)          modify or alter the provisions of the second proviso to the definition of the term “Outstanding”;

(iv)          reduce the percentage of the Outstanding Amount of the Notes, the consent of the Holders of which is required to direct the Indenture Trustee to sell or liquidate the Collateral pursuant to Section 5.04;

(v)           modify any provision of this Section except to increase any percentage specified herein or to provide that certain additional provisions of this Indenture or the other Transaction Documents cannot be modified or waived without the consent of the Holder of each Outstanding Note affected thereby; or

(vi)          permit the creation of any lien ranking prior to or on a parity with the lien created by this Indenture with respect to any part of the Collateral or, except as otherwise permitted or contemplated herein, terminate the lien created by this Indenture on any property at any time subject hereto or deprive the Holder of any Note of the security provided by the lien created by this Indenture.

(b)           The Indenture Trustee may in its discretion determine whether or not any Notes would be affected by any supplemental indenture and any such determination shall be conclusive upon the Holders of the Notes [and the [Swap][Cap] Counterparty], whether theretofore or thereafter authenticated and delivered hereunder.  The Indenture Trustee shall not be liable for any such determination made in good faith.

It shall not be necessary for any Act of Noteholders under this Section to approve the particular form of any proposed supplemental indenture, but it shall be sufficient if such Act shall approve the substance thereof.

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Promptly after the execution by the parties hereto of any supplemental indenture pursuant to this Section, the Indenture Trustee shall mail to the Holders of the Notes to which such amendment or supplemental indenture relates a notice setting forth in general terms the substance of such supplemental indenture.  Any failure of the Indenture Trustee to mail such notice, or any defect therein, shall not, however, in any way impair or affect the validity of any such supplemental indenture.

Section 9.03.        Execution of Supplemental Indentures.  In executing, or permitting the additional trusts created by, any supplemental indenture permitted by this Article or the modifications thereby of the trusts created by this Indenture, the Indenture Trustee shall be entitled to receive, and subject to Sections 6.01 and 6.02 shall be fully protected in relying upon, an Opinion of Counsel stating that the execution of such supplemental indenture is authorized or permitted by this Indenture.  The Indenture Trustee may, but shall not be obligated to, enter into any such supplemental indenture that affects the Indenture Trustee’s own rights, duties, liabilities or immunities under this Indenture or otherwise.

Section 9.04.        Effect of Supplemental Indenture.  Upon the execution of any supplemental indenture pursuant to the provisions hereof, this Indenture shall be and be deemed to be modified and amended in accordance therewith with respect to the Notes affected thereby, and the respective rights, limitations of rights, obligations, duties, liabilities and immunities under this Indenture of the parties hereto and the Holders of the Notes [and the [Swap][Cap] Counterparty] shall thereafter be determined, exercised and enforced hereunder subject in all respects to such modifications and amendments, and all the terms and conditions of any such supplemental indenture shall be and be deemed to be part of the terms and conditions of this Indenture for any and all purposes.

Section 9.05.        Conformity With Trust Indenture Act.  Every amendment of this Indenture and every supplemental indenture executed pursuant to this Article shall conform to the requirements of the Trust Indenture Act as then in effect so long as this Indenture shall then be qualified under the Trust Indenture Act.

Section 9.06.        Reference in Notes to Supplemental Indentures.  Notes authenticated and delivered after the execution of any supplemental indenture pursuant to this Article may, and if required by the Indenture Trustee shall, bear a notation in form approved by the Indenture Trustee as to any matter provided for in such supplemental indenture.  If the Issuer or the Indenture Trustee shall so determine, new notes so modified as to conform, in the opinion of the Indenture Trustee and the Issuer, to any such supplemental indenture may be prepared and executed by the Issuer and authenticated and delivered by the Indenture Trustee in exchange for Outstanding Notes.

ARTICLE TEN

REDEMPTION OF NOTES

Section 10.01.      Redemption.

(a)           In the event that the Servicer purchases all outstanding Contracts and the related Contract Assets pursuant to Section 7.10 of the Sale and Servicing Agreement, the Notes are subject to redemption in whole, but not in part, on the Distribution Date on which such purchase occurs, for a purchase price equal to the outstanding principal, and accrued interest on the Notes; provided, however, that the Issuer has available funds sufficient to pay such amounts.  The Servicer or the Issuer shall furnish each Rating Agency notice of such redemption.  If the Notes are to be redeemed

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pursuant to this Section 10.01(a), the Servicer or the Issuer shall furnish notice of such election to the Indenture Trustee not later than 20 days prior to the Redemption Date and the Issuer shall deposit with the Indenture Trustee in the Note Distribution Account the Redemption Date Amount to be redeemed whereupon all such Notes shall be due and payable on the Redemption Date upon the furnishing of a notice complying with Section 10.02 to each Holder of the Notes.

(b)           In the event that the assets of the Trust are sold pursuant to Article Five of this Indenture, the proceeds of such sale shall be distributed as provided in Section 5.06.  If amounts are to be paid to Noteholders pursuant to this Section 10.01(b), the Servicer or the Issuer shall, to the extent practicable, furnish notice of such event to the Indenture Trustee not later than 20 days prior to the Redemption Date whereupon all such amounts shall be payable on the Redemption Date.

Section 10.02.      Form of Redemption Notice.

(a)           Notice of redemption under Section 10.01(a) shall be given by the Indenture Trustee by first-class mail, postage prepaid, mailed not less than five days prior to the applicable Redemption Date to each Holder of Notes, as of the close of business on the Record Date preceding the applicable Redemption Date, at such Holder’s address appearing in the Note Register [and to the [Swap][Cap] Counterparty].

All notices of redemption shall state:

(i)            the Redemption Date;

(ii)           the Redemption Date Amount; and

(iii)          the place where such Notes are to be surrendered for payment of the Redemption Date Amount (which shall be the office or agency of the Issuer to be maintained as provided in Section 3.02).

Notice of redemption of the Notes shall be given by the Indenture Trustee in the name and at the expense of the Issuer.  Failure to give notice of redemption, or any defect therein, to any Holder of any Note shall not impair or affect the validity of the redemption of any other Note.

(b)           Prior notice of redemption under Section 10.01(b) is not required to be given to Noteholders.

Section 10.03.      Notes Payable on Redemption Date.  The Notes or portions thereof to be redeemed shall, following notice of redemption (if any) as required by Section 10.02, on the Redemption Date become due and payable at the Redemption Date Amount and (unless the Issuer shall default in the payment of the Redemption Date Amount) no interest shall accrue on the Redemption Date Amount for any period after the date to which accrued interest is calculated for purposes of calculating the Redemption Date Amount.

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ARTICLE ELEVEN

MISCELLANEOUS

Section 11.01.      Compliance Certificates and Opinions, etc.

(a)           Upon any application or request by the Issuer to the Indenture Trustee to take any action under any provision of this Indenture, the Issuer shall furnish to the Indenture Trustee (i) an Officer’s Certificate stating that all conditions precedent, if any, provided for in this Indenture relating to the proposed action have been complied with, (ii) an Opinion of Counsel stating that in the opinion of such counsel all such conditions precedent, if any, have been complied with, and (iii) (if required by the TIA as so stated in the Opinion of Counsel) an Independent Certificate from a firm of certified public accountants meeting the applicable requirements of this Section and TIA §314(c), except that, in the case of any such application or request as to which the furnishing of such documents is specifically required by any provision of this Indenture, no additional certificate or opinion need be furnished.  No additional certificate or opinion need be furnished.

Every certificate or opinion with respect to compliance with a condition or covenant provided for in this Indenture shall include:

(i)            a statement that each signatory of such certificate or opinion has read or has caused to be read such covenant or condition and the definitions herein relating thereto;

(ii)           a brief statement as to the nature and scope of the examination or investigation upon which the statements or opinions contained in such certificate or opinion are based;

(iii)          a statement that, in the opinion of each such signatory, such signatory has made such examination or investigation as is necessary to enable such signatory to express an informed opinion as to whether or not such covenant or condition has been complied with; and

(iv)          a statement as to whether, in the opinion of each such signatory, such condition or covenant has been complied with.

(b)           (i)            Prior to the deposit of any Collateral or other property or securities with the Indenture Trustee that is to be made the basis for authentication and delivery of the Notes or the release of any property subject to the lien created by this Indenture, the Issuer shall, in addition to any obligation imposed in Section 11.01(a) or elsewhere in this Indenture, furnish to the Indenture Trustee an Officer’s Certificate certifying or stating the opinion of the signer thereof as to the fair value (within 90 days of such deposit) of the Collateral or other property or securities to be so deposited.

(ii)           Whenever the Issuer is required to furnish to the Indenture Trustee an Officer’s Certificate certifying or stating the opinion of any signer thereof as to the matters described in clause (i) above, the Issuer shall also deliver to the Indenture Trustee an Independent Certificate as to the named matters, if the fair value to the Issuer of the property to be so deposited and of all other such property made the basis of any such withdrawal or release since the commencement of the then-current fiscal year of the Issuer, as set forth in the certificates delivered pursuant to clause (i) above and this clause (ii), is 10% or more of the Outstanding Amount of the Notes, but such a certificate need not be furnished with respect to any property so deposited, if the fair value thereof to the Issuer as set forth in the related Officer’s Certificate is less than $25,000 or less than one percent of the Outstanding Amount of the Notes.

(iii)          Other than with respect to any release described in clause (A) or (B) of Section 11.01(b)(v), whenever any property or securities are to be released from the lien created by

51

this Indenture, the Issuer shall also furnish to the Indenture Trustee an Officer’s Certificate certifying or stating the opinion of each person signing such certificate as to the fair value (within 90 days of such release) of the property or securities proposed to be released and stating that in the opinion of such person the proposed release will not impair the security created by this Indenture in contravention of the provisions hereof.

(iv)          Whenever the Issuer is required to furnish to the Indenture Trustee an Officer’s Certificate certifying or stating the opinion of any signer thereof as to the matters described in clause (iii) above, the Issuer shall also furnish to the Indenture Trustee an Independent Certificate as to the same matters if the fair value of the property or securities and of all other property or securities (other than property described in clauses (A) or (B) of Section 11.01(b)(v)) released from the lien created by this Indenture since the commencement of the then current fiscal year, as set forth in the certificate required by clause (iii) above, equals 10% or more of the Outstanding Amount of the Notes, but such certificate need not be furnished in the case of any release of property or securities if the fair value thereof as set forth in the related Officer’s Certificate is less than $25,000 or less than one percent of the then Outstanding Amount of the Notes.

(v)           Notwithstanding any other provision of this Section, the Issuer may, without compliance with the other provisions of this Section, (A) collect, liquidate, sell or otherwise dispose of the [Contracts][Collateral] as and to the extent permitted or required by the Transaction Documents, and (B) make cash payments out of the Trust Accounts as and to the extent permitted or required by the Transaction Documents, so long as the Issuer shall deliver to the Indenture Trustee every six months, commencing [                   ], an Officer’s Certificate stating that all the dispositions of Collateral described in clauses (A) or (B) that occurred during the preceding six calendar months were in the ordinary course of the Issuer’s business and that the proceeds thereof were applied in accordance with the Transaction Documents.

Section 11.02.      Form of Documents Delivered to Indenture Trustee.  In any case where several matters are required to be certified by, or covered by an opinion of, any specified Person, it is not necessary that all such matters be certified by, or covered by the opinion of, only one such Person, or that they be so certified or covered by only one document, but one such Person may certify or give an opinion with respect to some matters and one or more other such Person as to other matters, and any such Person may certify or given an opinion as to such matters in one or several documents.

Any certificate or opinion of an Authorized Officer of the Issuer may be based, insofar as it relates to legal matters, upon a certificate or opinion of, or representations by, counsel, unless such officer knows, or in the exercise of reasonable care should know, that the certificate or opinion or representations with respect to the matters upon which his certificate or opinion is based are erroneous.  Any such certificate of an Authorized Officer or Opinion of Counsel may be based, insofar as it relates to factual matters, upon a certificate or opinion of, or representations by, an officer or officers of the Servicer, the Seller or the Issuer, stating that the information with respect to such factual matters is in the possession of the Servicer, the Seller or the Issuer, unless such counsel knows, or in the exercise of reasonable care should know, that the certificate or opinion or representations with respect to such matters are erroneous.

Where any Person is required to make, give or execute two or more applications, requests, consents, certificates, opinions or other instruments under this Indenture, they may, but need not, be consolidated and form one instrument.

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Whenever in this Indenture, in connection with any application or certificate or report to the Indenture Trustee, it is provided that the Issuer shall deliver any document as a condition of the granting of such application, or as evidence of the Issuer’s compliance with any term hereof, it is intended that the truth and accuracy, at the time of the granting of such application or at the effective date of such certificate or report (as the case may be), of the facts and opinions stated in such document shall in such case be conditions precedent to the right of the Issuer to have such application granted or to the sufficiency of such certificate or report.  The foregoing shall not, however, be construed to affect the Indenture Trustee’s right to rely upon the truth and accuracy of any statement or opinion contained in any such document as provided in Article Six or the right of counsel rendering an Opinion of Counsel to rely on any statement as otherwise provided in this Section.

Section 11.03.      Acts of Noteholders [and the [Swap][Cap] Counterparty].

(a)           Any request, demand, authorization, direction, notice, consent, waiver or other action provided by this Indenture to be given or taken by Noteholders [and/or the [Swap][Cap] Counterparty] may be embodied in and evidenced by one or more instruments of substantially similar tenor signed by such Noteholders [or the [Swap][Cap] Counterparty, as the case may be,] in person or by agents duly appointed in writing; and except as herein otherwise expressly provided such action shall become effective when such instrument or instruments are delivered to the Indenture Trustee, and, where it is hereby expressly required, to the Issuer.  Such instrument or instruments (and the action embodied therein and evidenced thereby) are herein sometimes referred to as the “Act” of the Noteholders [and/or the [Swap][Cap] Counterparty, as applicable,] signing such instrument or instruments.  Proof of execution of any such instrument or of a writing appointing any such agent shall be sufficient for any purpose of this Indenture and (subject to Section 6.01) conclusive in favor of the Indenture Trustee and the Issuer, if made in the manner provided in this Section.

(b)           The fact and date of the execution by any person of any such instrument or writing may be proved in any manner that the Indenture Trustee deems sufficient.

(c)           The ownership of Notes shall be proved by the Note Register.

(d)           Any request, demand, authorization, direction, notice, consent, waiver or other action by the Holder of any Notes shall bind the Holder of every Note issued upon the registration thereof or in exchange therefor or in lieu thereof, in respect of anything done, omitted or suffered to be done by the Indenture Trustee or the Issuer in reliance thereon, whether or not notation of such action is made upon such Note.

Section 11.04.      Notices.  All notices, demands, certificates, requests and communications hereunder (“notices”) shall be in writing and shall be effective (a) upon receipt when sent through the U.S. mail, registered or certified mail, return receipt requested, postage prepaid, with such receipt to be effective the date of delivery indicated on the return receipt, or (b) upon receipt when sent through an overnight courier, or (c) on the date personally delivered to an Authorized Officer of the party to which sent, or (d) on the date transmitted by legible telecopier or electronic mail transmission with a confirmation of receipt, in all cases addressed to the recipient at the address specified in the Sale and Servicing Agreement for such recipient.  Each party hereto may, by notice given in accordance herewith to each of the other parties hereto, designate any further or different address to which subsequent notices shall be sent.

53

Section 11.05.      Notices to Noteholders; Waiver.  Where this Indenture provides for notice to Noteholders of any event, such notice shall be sufficiently given (unless otherwise herein expressly provided) if in writing and mailed, first-class, postage prepaid to each Registered Holder affected by such event, at its address as it appears on the Note Register, not later than the latest date, and not earlier than the earliest date, prescribed for the giving of such notice.  In any case where notice to Registered Holder is given by mail, neither the failure to mail such notice nor any defect in any notice so mailed to any particular Registered Holder shall affect the sufficiency of such notice with respect to other Registered Holders, and any notice that is mailed in the manner herein provided shall conclusively be presumed to have been duly given.

Where this Indenture provides for notice in any manner, such notice may be waived in writing by any Person entitled to receive such notice, either before or after the event, and such waiver shall be the equivalent of such notice.  Waivers of notice by Noteholders shall be filed with the Indenture Trustee but such filing shall not be a condition precedent to the validity of any action taken in reliance upon such a waiver.

In case, by reason of the suspension of regular mail service as a result of a strike, work stoppage or similar activity, it shall be impractical to mail notice of any event to Noteholders when such notice is required to be given pursuant to any provision of this Indenture, then any manner of giving such notice as shall be satisfactory to the Indenture Trustee shall be deemed to be a sufficient giving of such notice.

Where this Indenture provides for notice to the Rating Agencies, failure to give such notice shall not affect any other rights or obligations created hereunder, (except in cases where notice to the Rating Agencies is required to satisfy the Rating Agency Condition) and shall not under any circumstance constitute a Default or Event of Default.

Section 11.06.      Alternate Payment and Notice Provisions.  Notwithstanding any provisions of this Indenture or any of the Notes to the contrary, the Issuer may enter into any agreement with any Holder of a Note providing for a method of payment, or notice by the Indenture Trustee or any Paying Agent to such Holder, that is different from the methods provided for in this Indenture for such payments or notices.  The Issuer will furnish to the Indenture Trustee a copy of each such agreement and the Indenture Trustee will cause payments to be made and notices to be given in accordance with such agreements.

Section 11.07.      Effect of Headings and Table of Contents.  The Article and Section headings herein and the Table of Contents are for convenience only and shall not affect the construction hereof.

Section 11.08.      Successors and Assigns.  All covenants and agreements in this Indenture and the Notes by the Issuer shall bind its successors and assigns, whether so expressed or not.  All agreements of the Indenture Trustee in this Indenture shall bind its successors, co-Indenture Trustees, separate Indenture Trustees and agents.

Section 11.09.      Separability.  In case any provision in this Indenture or in the Notes shall be invalid, illegal or unenforceable, the validity, legality and enforceability of the remaining provisions shall not in any way be affected or impaired thereby.

Section 11.10.      Benefits of Indenture.  [The [Swap][Cap] Counterparty shall be a third-party beneficiary to the provisions of the Indenture.]  Nothing in this Indenture or in the Notes, express or implied, shall give to any Person, other than the parties hereto and their successors hereunder, the

54

Noteholders [and the [Swap][Cap] Counterparty] and any other party secured hereunder, and any other Person with an ownership interest in any part of the Collateral, any benefit or any legal or equitable right, remedy or claim under this Indenture.

Section 11.11.      Legal Holidays.  In any case where the date on which any payment is due shall not be a Business Day, then (notwithstanding any other provision of the Notes or this Indenture) payment need not be made on such date, but may be made on the next succeeding Business Day with the same force and effect as if made on the date on which nominally due, and no interest shall accrue for the period from and after any such nominal date.

Section 11.12.      Governing Law.  THIS INDENTURE SHALL BE CONSTRUED IN ACCORDANCE WITH THE LAWS OF THE STATE OF ILLINOIS AND THE OBLIGATIONS, RIGHTS, AND REMEDIES OF THE PARTIES UNDER THE AGREEMENT SHALL BE DETERMINED IN ACCORDANCE WITH SUCH LAWS.

Section 11.13.      Waiver of Jury Trial.  EACH OF THE PARTIES HERETO HEREBY IRREVOCABLY AND UNCONDITIONALLY WAIVES TRIAL BY JURY IN ANY LEGAL ACTION OR PROCEEDING RELATING TO THIS INDENTURE OR ANY OTHER RELATED DOCUMENT OR FOR ANY COUNTERCLAIM THEREIN OR RELATING THERETO.

Section 11.14.      Counterparts.  This Indenture may be executed in several counterparts, each of which shall be an original and all of which shall constitute but one and the same instrument.

Section 11.15.      Recording of Indenture.  If this Indenture is subject to recording in any appropriate public recording offices, such recording is to be effected by the Issuer and at its expense accompanied by an Opinion of Counsel (which may be counsel to the Indenture Trustee or any other counsel reasonably acceptable to the Indenture Trustee) to the effect that such recording is necessary either for the protection of the Noteholders or any other Person secured hereunder or for the enforcement of any right or remedy granted to the Indenture Trustee under this Indenture.

Section 11.16.      Trust Obligation.  No recourse may be taken, directly or indirectly, with respect to the obligations of the Issuer on the Notes or under this Indenture or any certificate or other writing delivered in connection herewith or therewith, against (i) the Indenture Trustee or the Owner Trustee in its individual capacity, (ii) any owner of a beneficiary interest in the Issuer or (iii) any partner, owner, beneficiary, agent, officer, director, employee or agent of the Indenture Trustee or the Owner Trustee in its individual capacity, any holder of a beneficial interest in the Issuer, the Owner Trustee or the Indenture Trustee or of any successor or assign of the Indenture Trustee or the Owner Trustee in its individual capacity, except as any such Person may have expressly agreed (it being understood that the Indenture Trustee and the Owner Trustee have no such obligations in their individual capacity) and except that any such partner, owner or beneficiary shall be fully liable, to the extent provided by applicable law, for any unpaid consideration for stock, unpaid capital contribution or failure to pay any installment or call owing to such entity.  For all purposes of this Indenture, in the performance of any duties or obligations of the Issuer hereunder, the Owner Trustee shall be subject to, and entitled to the benefits of, the terms and provisions of Articles Six, Seven and Eight of the Trust Agreement.

Section 11.17.      No Petition.  The parties hereto, by entering into this Indenture, and each Noteholder, by accepting a Note or a beneficial interest in a Note, hereby covenant and agree that they will not at any time institute against the Trust Depositor or the Issuer, or join in any institution against the Trust Depositor or the Issuer of, any bankruptcy, reorganization, arrangement, insolvency or liquidation proceedings, or other proceedings under any United States federal or state bankruptcy

55

or similar law in connection with any obligations relating to the Notes, this Indenture or any of the other Transaction Documents.

Section 11.18.      Inspection.  The Issuer agrees that, on reasonable prior notice, it will permit any representative of the Indenture Trustee, during the Issuer’s normal business hours, to examine all the books of account, records, reports and other papers of the Issuer, to make copies and extracts therefrom, to cause such books to be audited by independent certified public accountants, and to discuss the Issuer’s affairs, finances and accounts with the Issuer’s officers, employees and independent certified public accountants, all at such reasonable times and as often as may be reasonably requested. The Indenture Trustee shall and shall cause its representatives to hold in confidence all such information except to the extent disclosure may be required by law (and all reasonable applications for confidential treatment are unavailing) and except to the extent that the Indenture Trustee may reasonably determine that such disclosure is consistent with its obligations hereunder.

Section 11.19.      Conflict with Trust Indenture Act.  If any provision hereof limits, qualifies or conflicts with another provision hereof that is required to be included in this Indenture by any of the provisions of the Trust Indenture Act, such required provision shall control.

The provisions of TIA §§310 through 317 that impose duties on any person (including the provisions automatically deemed included herein unless expressly excluded by this Indenture) are a part of and govern this Indenture, whether or not physically contained herein.

Section 11.20.      Disclaimer and Subordination.  Each Noteholder by accepting a Note or a beneficial interest in a Note acknowledges and agrees that such Note represents a debt obligation of the Issuer only and does not represent an interest in any assets of the Trust Depositor (including by virtue of any deficiency claim in respect of obligations not paid or otherwise satisfied from the Trust Estate and proceeds thereof).  In furtherance of and not in derogation of the foregoing, each Noteholder by accepting a Note or a beneficial interest therein acknowledges and agrees that it shall have no right, title or interest in or to any assets (or interests therein) conveyed or purported to be conveyed by the Trust Depositor to another securitization trust (i.e., other than the Issuer) or other Person or Persons in connection therewith (whether by way of a sale, capital contribution or by virtue of the granting of a Lien) (“Other Assets”).  To the extent that, notwithstanding the agreements and provisions contained in the preceding sentences of this Section 11.20, any Noteholder either (i) asserts an interest in or claim to, or benefit from, Other Assets, whether asserted against or through the Trust Depositor or any other Person owned by the Trust Depositor, or (ii) is deemed to have any such interest, claim or benefit in or from Other Assets, whether by operation of law, legal process, pursuant to applicable provisions of any applicable insolvency laws or otherwise (including without limitation by virtue of Section 1111(b) of the federal Bankruptcy Code or any successor provision having similar effect under the Bankruptcy Code or any successor provision having similar effect under the Bankruptcy Code), and whether deemed asserted against or through the Trust Depositor or any other Person owned by the Trust Depositor, then each Noteholder by accepting a Note [or beneficial interest in a Note] further acknowledges and agrees that any such interest, claim or benefit in or from Other Assets is and shall be expressly subordinated to the indefeasible payment in full of all obligations and liabilities of the Trust Depositor which, under the terms of the relevant documents relating to the securitization of such Other Assets, are entitled to be paid from, entitled to the benefits of, or otherwise secured by such Other Assets (whether or not any such entitlement or security interest is legally perfected or otherwise entitled to a priority of distribution or application under applicable law, including any applicable insolvency laws, and whether asserted against the Trust Depositor or any other Person owned by the Depositor), including, without limitation, the payment of post-petition interest on such other obligations and liabilities. 

56

This subordination agreement shall be deemed a subordination agreement within the meaning of Section 510(a) of the Bankruptcy Code.  Each Noteholder further acknowledges and agrees that no adequate remedy at law exists for a breach of this Section 11.20 and that the terms and provisions of this Section 11.20 may be enforced by an action for specific performance.

Section 11.21.      [Limitation of Rights.  All of the rights of the [Swap][Cap] Counterparty in, to and under this Indenture or any other Transaction Document (including, but not limited to, all of the [Swap][Cap] Counterparty’s rights as a third-party beneficiary of this Indenture and all of the [Swap][Cap] Counterparty’s rights to receive notice of any action hereunder or under any other Transaction Document and to give or withhold consent to any action hereunder or under any other Transaction Document) shall terminate upon the termination of the Interest Rate [Swap][Cap] Agreement in accordance with the terms thereof and the payment in full of all amounts owing to the [Swap][Cap] Counterparty under such Interest Rate [Swap][Cap] Agreement.]

Section 11.22.      Communications with Rating Agencies.  If the Indenture Trustee shall receive any written or oral communication from any Rating Agency (or any of their respective officers, directors or employees) with respect to the transactions contemplated hereby or under the Transaction Documents or in any way relating to the Notes, the Indenture Trustee agrees to refrain from communicating with such Rating Agency and to promptly (and, in any event, within one Business Day) notify the Administrator of such communication.  The Indenture Trustee agrees to act at the direction of the Administrator with respect to any communication to a Rating Agency and further agrees that in no event shall the Indenture Trustee engage in any oral communication with respect to the transactions contemplated hereby or under the Transaction Documents or in any way relating to the Notes with any Rating Agency (or any of their respective officers, directors or employees) without the participation of the Administrator.

[signature page follows]

57

IN WITNESS WHEREOF, the parties hereto have caused this Indenture to be duly executed and delivered as of the day and year first above written.

HARLEY-DAVIDSON MOTORCYCLE
TRUST [           ]
By:	[                                 ], not in its individual capacity but solely on behalf of the Issuer as Owner Trustee under the Trust Agreement
By:
	Printed Name:
	Title:
[                                            ]
By:
	Printed Name:
	Title:

Signature Page to Indenture

STATE OF ILLINOIS		)
		)            SS
COUNTY OF COOK	)
On
[insert date]
before me,
[Insert name and title of notary]
personally appeared			,

o            personally known to me, or

oproved to me on the basis of satisfactory evidence to be the person(s) whose name(s) is/are subscribed to the within instrument,

and acknowledged to me that he/she/they executed the same in his/her/their authorized capacity(ties), and that by his/her/their signature(s) on the instrument the person(s), or the entity upon behalf of which such person(s) acted, executed the instrument.

WITNESS my hand and official seal.

Signature [Seal]

STATE OF DELAWARE	)
		) SS
COUNTY OF NEW CASTLE	)
On
[insert date]
before me,
[Insert name and title of notary]
personally appeared	,

o            personally known to me, or

oproved to me on the basis of satisfactory evidence to be the person(s) whose name(s) is/are subscribed to the within instrument,

and acknowledged to me that he/she/they executed the same in his/her/their authorized capacity(ties), and that by his/her/their signature(s) on the instrument the person(s), or the entity upon behalf of which such person(s) acted, executed the instrument.

WITNESS my hand and official seal.

Signature [Seal]

EXHIBIT A-1

FORM OF CLASS A-1 NOTE

UNLESS THIS NOTE IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE OF THE DEPOSITORY TRUST COMPANY, A NEW YORK CORPORATION (“DTC”), TO THE TRUST OR ITS AGENT FOR REGISTRATION OF TRANSFER, EXCHANGE OR PAYMENT, AND ANY NOTE  ISSUED IS REGISTERED IN THE NAME OF CEDE & CO. OR IN SUCH OTHER NAME AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC (AND ANY PAYMENT IS MADE TO CEDE & CO. OR TO SUCH OTHER ENTITY AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC), ANY TRANSFER, PLEDGE OR OTHER USE HEREOF FOR VALUE OR OTHERWISE BY OR TO ANY PERSON IS WRONGFUL INASMUCH AS THE REGISTERED OWNER HEREOF, CEDE & CO., HAS AN INTEREST HEREIN.

THIS SECURITY IS NOT A SAVINGS ACCOUNT OR DEPOSIT AND IT IS NOT INSURED BY THE UNITED STATES OR ANY AGENCY OR FUND OF THE UNITED STATES.

THE PRINCIPAL OF THIS NOTE IS PAYABLE IN INSTALLMENTS AS SET FORTH HEREIN.  ACCORDINGLY, THE OUTSTANDING PRINCIPAL AMOUNT OF THIS NOTE AT ANY TIME MAY BE LESS THAN THE AMOUNT SHOWN ON THE FACE HEREOF.

HARLEY-DAVIDSON MOTORCYCLE TRUST [             ]

[    ]% MOTORCYCLE CONTRACT BACKED NOTES, CLASS A-1

REGISTERED		$
No. R-	CUSIP No.

Harley-Davidson Motorcycle Trust [             ], a statutory trust organized and existing under the laws of the State of Delaware (herein referred to as the “Issuer”), for value received, hereby promises to pay to [        ], or registered assigns, the principal sum of              ($     ) payable on the earlier of the Distribution Date occurring in [                     ] (the “Class A-1 Final Distribution Date”) and the Redemption Date, if any, pursuant to Section 10.01 of the Indenture referred to herein.  Any capitalized term utilized but not defined herein shall have the meaning set forth in the Indenture (as hereinafter defined).

The Issuer will pay interest on this Note at the rate per annum shown above on each Distribution Date until the principal of this Note is paid or made available for payment, on the principal amount of this Note outstanding on the preceding Distribution Date (after giving effect to all payments of principal made on the preceding Distribution Date), subject to certain limitations contained in Section 3.01 of the Indenture.  Interest on this Note will accrue for each Distribution Date during the related Interest Period and will be computed for the actual number of days elapsed in the related Interest Period based on a 360-day year.  Such principal of and interest on this Note shall be paid in the manner specified herein.

A-1-1

The principal of and interest on this Note are payable in such coin or currency of the United States of America as at the time of payment is legal tender for payment of public and private debts. All payments made by the Issuer with respect to this Note shall be applied first to interest due and payable on this Note as provided above and then to the unpaid principal of this Note.

This Note is one of a duly authorized issue of Notes of the Issuer, designated as its [    ]% Motorcycle Contract Backed Notes, Class A-1 (the “Class A-1 Notes”), all issued under an Indenture, dated as of [                           ] (the “Indenture”), between the Issuer and [                ], as Indenture Trustee (the “Indenture Trustee”), to which Indenture and all indentures supplemental thereto reference is hereby made for a statement of the respective rights and obligations thereunder of the Issuer, the Indenture Trustee and the Holders of the Notes.  The Class A-1 Notes are subject to all terms of the Indenture.  All terms used in this Note that are defined in the Indenture or the Sale and Servicing Agreement, as supplemented or amended, shall have the meanings assigned to them in or pursuant to the Indenture or the Sale and Servicing Agreement, as the case may be, as so supplemented or amended.

The Class A-1 Notes and the other Classes of Notes described in the Indenture (collectively, the “Notes”) are and will be equally and ratably secured by the collateral pledged as security therefor as provided in the Indenture subject to the priorities of allocations as to interest and principal payments as described in the Sale and Servicing Agreement.

Principal of the Class A-1 Notes will be payable on the earlier of the Class A-1 Final Distribution Date and the Redemption Date, if any, established pursuant to Section 10.01(a) or 10.01(b) of the Indenture.  Notwithstanding the foregoing, the entire unpaid principal amount of the Class A-1 Notes shall be due and payable on the date on which the maturity of the Notes shall have been accelerated following the occurrence of an Event of Default in the manner provided in the Indenture.  All principal payments on the Class A-1 Notes shall be made pro rata to the Class A-1 Noteholders entitled thereto.

Payments of interest on this Note due and payable on each Distribution Date shall be made by wire transfer to the account of the Person whose name appears as the Registered Holder of this Note (or one or more Predecessor Notes) on the Note Register as of the close of business on the related Record Date except that with respect to Notes registered on the Record Date in the name of the nominee of the Clearing Agency (initially, such nominee to be Cede & Co.), payments will be made by wire transfer in immediately available funds to the account designated by such nominee.  Any reduction in the principal amount of this Note (or any one or more Predecessor Notes) affected by any payments made on any Distribution Date shall be binding upon all future Holders of this Note and of any Note issued upon the registration of transfer hereof or in exchange hereof or in lieu hereof, whether or not noted hereon.  If funds are expected to be available, as provided in the Indenture, for payment in full of the then remaining unpaid principal amount of this Note on a Distribution Date, then the Indenture Trustee, in the name of and on behalf of the Issuer, will notify the Person who was the Registered Holder hereof as of the Record Date preceding such Distribution Date by notice mailed within five days before such Distribution Date and the amount then due and payable shall be payable only upon presentation and surrender of this Note at the Indenture Trustee’s Corporate Trust Office or at the office of the Indenture Trustee’s agent appointed for such purposes located in the City of [Wilmington, Delaware].

The Issuer shall pay interest on overdue installments of interest at the Class A-1 Rate to the extent lawful.

A-1-2

As provided in the Indenture, the Notes may be redeemed pursuant to Section 10.01(a) of the Indenture, in whole, but not in part, at the option of the Servicer, on any Distribution Date on or after the date on which the Pool Balance is less than 10% of the Pool Balance as of the Cutoff Date.

As provided in the Indenture and subject to certain limitations set forth therein, the transfer of this Note may be registered on the Note Register upon surrender of this Note for registration of transfer at the office or agency designated by the Issuer pursuant to the Indenture, duly endorsed by, or accompanied by a written instrument of transfer in form satisfactory to the Indenture Trustee duly executed by, the Holder hereof or his attorney duly authorized in writing, with such signature guaranteed by an eligible guarantor institution which is a participant in the Securities Transfer Agent’s Medallion Program (STAMP) or similar signature guarantee program, and such other documents as the Indenture Trustee may require, and thereupon one or more new Class A-1 Notes of authorized denominations and in the same aggregate principal amount will be issued to the designated transferee or transferees.  No service charge will be charged for any registration of transfer or exchange of this Note, but the transferor may be required to pay a sum sufficient to cover any tax or other governmental charge that may be imposed in connection with any such registration of transfer or exchange.

Each Noteholder, by acceptance of a Note or a beneficial interest in a Note, covenants and agrees that no recourse may be taken, directly or indirectly, with respect to the obligations of the Issuer, the Owner Trustee or the Indenture Trustee on the Notes or under the Indenture or any certificate or other writing delivered in connection therewith, against (i) the Indenture Trustee or the Owner Trustee in their individual capacities, (ii) any owner of a beneficial interest in the Issuer or (iii) any partner, owner, beneficiary, agent, officer, director or employee of the Indenture Trustee or the Owner Trustee in their individual capacities, any holder of a beneficial interest in the Issuer, the Owner Trustee or the Indenture Trustee or of any successor or assign of the Indenture Trustee or the Owner Trustee in their individual capacities, except as any such Person may have expressly agreed and except that any such partner, owner or beneficiary shall be fully liable, to the extent provided by applicable law, for any unpaid consideration for stock, unpaid capital contribution or failure to pay any installment or call owing to such entity.

Each Noteholder, by acceptance of a Note or a beneficial interest in a Note, covenants and agrees that by accepting the benefits of the Indenture and such Note that such Noteholder will not at any time institute against the Trust Depositor or the Issuer, or join in any institution against the Trust Depositor or the Issuer of any bankruptcy, reorganization, arrangement, insolvency or liquidation proceedings under any United States federal or state bankruptcy or similar law in connection with any obligations relating to the Notes, the Indenture or the Transaction Documents.

The Issuer has entered into the Indenture, and this Note is issued, with the intention that, for federal, state and local income, single business and franchise tax purposes, the Notes will qualify as indebtedness secured by the Collateral.  Each Noteholder, by acceptance of a Note or a beneficial interest in a Note, agrees to treat the Notes for federal, state and local income, single business and franchise tax purposes as indebtedness of the Issuer.

Prior to the due presentment for registration of transfer of this Note, the Issuer and the Indenture Trustee and any agent of the Issuer and the Indenture Trustee may treat the Person in whose name this Note (as of the day of determination or as of such other date as may be specified in the Indenture) is registered as the owner hereof for all purposes, whether or not this Note be overdue, and neither the Issuer, the Indenture Trustee nor any such agent shall be affected by notice to the contrary.

A-1-3

The Indenture permits, with certain exceptions as therein provided, the amendment thereof and the modification of the rights and obligations of the Issuer and the rights of the Holders of the Notes under the Indenture at any time by the Issuer and the Indenture Trustee, with the consent of the Required Holders.  The Indenture also contains provisions permitting the Holders of the Notes representing specified percentages of the Outstanding Amount of the Notes, on behalf of the Holders of all the Notes, to waive compliance by the Issuer with certain provisions of the Indenture and certain past defaults under the Indenture and their consequences.  Any such consent or waiver by the Holder of this Note  (or any one of more Predecessor Notes) shall be conclusive and binding upon such Holder and upon all future Holders of this Note and of any Note issued upon the registration of transfer hereof or in exchange hereof or in lieu hereof whether or not notation of such consent or waiver is made upon this Note.  The Indenture also permits the Indenture Trustee to amend or waive certain terms and conditions set forth in the Indenture without the consent of Holders of the Notes issued thereunder.

Each Noteholder, by acceptance of a Note or a beneficial interest in a Note, is deemed to represent that (i) it is not, and is not acquiring and will not hold a Note or a beneficial interest in a Note on behalf of or with “plan assets” (as determined under Department of Labor Regulations Section 2510.3-101 or otherwise) of a Plan, or any employee benefit plan subject to Similar Law, or (ii) its acquisition, holding and disposition of a Note or a beneficial interest in a Note do not give rise to a nonexempt prohibited transaction under Section 406 of ERISA or Section 4975 of the Code, or any Similar Law.  Each Noteholder, by acceptance of a Note or a beneficial interest in a Note is deemed to make one of the foregoing representations.

The Notes are issuable only in registered form in denominations as provided in the Indenture, subject to certain limitations therein set forth.

This Note and the Indenture shall be construed in accordance with the laws of the State of Illinois, and the obligations, rights and remedies of the parties hereunder and thereunder shall be determined in accordance with such laws.

No reference herein to the Indenture and no provision of this Note or of the Indenture shall alter or impair the obligation of the Issuer, which is absolute and unconditional, to pay the principal of and interest on this Note at the times, place, and rate, and in the coin or currency herein prescribed.

Unless the certificate of authentication hereon has been executed by the Indenture Trustee whose name appears below by manual signature, this Note shall not be entitled to any benefit under the Indenture, or be valid or obligatory for any purpose.

A-1-4

IN WITNESS WHEREOF, the Issuer has caused this instrument to be signed, manually or in facsimile, by an Authorized Officer, as of the date set forth below.

Date: [              ]	HARLEY-DAVIDSON MOTORCYCLE
	TRUST [              ]
	By:	[              ], not in its individual capacity but solely on behalf of the Issuer as Owner Trustee, under the Trust Agreement
	By:
	Printed Name:
	Title:

A-1-5

INDENTURE TRUSTEE’S CERTIFICATE OF AUTHENTICATION

This is one of the Notes designated above and referred to in the within-mentioned Indenture.

[                             ], not in its individual capacity

but solely as Indenture Trustee

By:

Authorized Signatory

A-1-6

EXHIBIT A-2a

FORM OF CLASS A-2a NOTE

UNLESS THIS NOTE IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE OF THE DEPOSITORY TRUST COMPANY, A NEW YORK CORPORATION (“DTC”), TO THE TRUST OR ITS AGENT FOR REGISTRATION OF TRANSFER, EXCHANGE OR PAYMENT, AND ANY NOTE  ISSUED IS REGISTERED IN THE NAME OF CEDE & CO. OR IN SUCH OTHER NAME AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC (AND ANY PAYMENT IS MADE TO CEDE & CO. OR TO SUCH OTHER ENTITY AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC), ANY TRANSFER, PLEDGE OR OTHER USE HEREOF FOR VALUE OR OTHERWISE BY OR TO ANY PERSON IS WRONGFUL INASMUCH AS THE REGISTERED OWNER HEREOF, CEDE & CO., HAS AN INTEREST HEREIN.

THIS SECURITY IS NOT A SAVINGS ACCOUNT OR DEPOSIT AND IT IS NOT INSURED BY THE UNITED STATES OR ANY AGENCY OR FUND OF THE UNITED STATES.

THE PRINCIPAL OF THIS NOTE IS PAYABLE IN INSTALLMENTS AS SET FORTH HEREIN.  ACCORDINGLY, THE OUTSTANDING PRINCIPAL AMOUNT OF THIS NOTE AT ANY TIME MAY BE LESS THAN THE AMOUNT SHOWN ON THE FACE HEREOF.

HARLEY-DAVIDSON MOTORCYCLE TRUST [             ]

[    ]% MOTORCYCLE CONTRACT BACKED NOTES, CLASS A-2a

REGISTERED		$
No. R-	CUSIP No.

Harley-Davidson Motorcycle Trust [             ], a statutory trust organized and existing under the laws of the State of Delaware (herein referred to as the “Issuer”), for value received, hereby promises to pay to [        ], or registered assigns, the principal sum of              ($     ) payable on the earlier of the Distribution Date occurring in [                     ] (the “Class A-2 Final Distribution Date”) and the Redemption Date, if any, pursuant to Section 10.01 of the Indenture referred to herein.  No payments of principal of the Class A-2a Notes shall be made until the principal of the Class A-1 Notes has been paid in full.  Any capitalized term utilized but not defined herein shall have the meaning set forth in the Indenture (as hereinafter defined).

The Issuer will pay interest on this Note at the rate per annum shown above on each Distribution Date until the principal of this Note is paid or made available for payment, on the principal amount of this Note outstanding on the preceding Distribution Date (after giving effect to all payments of principal made on the preceding Distribution Date), subject to certain limitations contained in Section 3.01 of the Indenture.  Interest on this Note will accrue for each Distribution Date during the related Interest Period and will be computed on the basis of a 360-day year of twelve 30-day months.  Such principal of and interest on this Note shall be paid in the manner specified herein.

The principal of and interest on this Note are payable in such coin or currency of the United States of America as at the time of payment is legal tender for payment of public and private debts.

A-2a-1

All payments made by the Issuer with respect to this Note shall be applied first to interest due and payable on this Note as provided above and then to the unpaid principal of this Note.

This Note is one of a duly authorized issue of Notes of the Issuer, designated as its [        ]% Motorcycle Contract Backed Notes, Class A-2a (the “Class A-2a Notes”), all issued under an Indenture, dated as of [            ] (the “Indenture”), between the Issuer and [            ]., as Indenture Trustee (the “Indenture Trustee”), to which Indenture and all indentures supplemental thereto reference is hereby made for a statement of the respective rights and obligations thereunder of the Issuer, the Indenture Trustee and the Holders of the Notes.  The Class A-2a Notes are subject to all terms of the Indenture.  All terms used in this Note that are defined in the Indenture or the Sale and Servicing Agreement, as supplemented or amended, shall have the meanings assigned to them in or pursuant to the Indenture or the Sale and Servicing Agreement, as the case may be, as so supplemented or amended.

The Class A-2a Notes and the other Classes of Notes described in the Indenture (collectively, the “Notes”) are and will be equally and ratably secured by the collateral pledged as security therefor as provided in the Indenture subject to the priorities of allocations as to interest and principal payments as described in the Sale and Servicing Agreement.

Principal of the Class A-2a Notes will be payable on the earlier of the Class A-2 Final Distribution Date and the Redemption Date, if any, established pursuant to Section 10.01(a) or 10.01(b) of the Indenture.  Notwithstanding the foregoing, the entire unpaid principal amount of the Class A-2a Notes shall be due and payable on the date on which the maturity of the Notes shall have been accelerated following the occurrence of an Event of Default in the manner provided in the Indenture.  All principal payments on the Class A-2a Notes shall be made pro rata to the Class A-2a Noteholders entitled thereto.

Payments of interest on this Note due and payable on each Distribution Date shall be made by wire transfer to the account of the Person whose name appears as the Registered Holder of this Note (or one or more Predecessor Notes) on the Note Register as of the close of business on the related Record Date, except that with respect to Notes registered on the Record Date in the name of the nominee of the Clearing Agency (initially, such nominee to be Cede & Co.), payments will be made by wire transfer in immediately available funds to the account designated by such nominee.  Any reduction in the principal amount of this Note (or any one or more Predecessor Notes) affected by any payments made on any Distribution Date shall be binding upon all future Holders of this Note and of any Note issued upon the registration of transfer hereof or in exchange hereof or in lieu hereof, whether or not noted hereon.  If funds are expected to be available, as provided in the Indenture, for payment in full of the then remaining unpaid principal amount of this Note on a Distribution Date, then the Indenture Trustee, in the name of and on behalf of the Issuer, will notify the Person who was the Registered Holder hereof as of the Record Date preceding such Distribution Date by notice mailed within five days before such Distribution Date and the amount then due and payable shall be payable only upon presentation and surrender of this Note at the Indenture Trustee’s Corporate Trust Office or at the office of the Indenture Trustee’s agent appointed for such purposes located in the City of [Wilmington, Delaware].

The Issuer shall pay interest on overdue installments of interest at the Class A-2a Rate to the extent lawful.

As provided in the Indenture, the Notes may be redeemed pursuant to Section 10.01(a) of the Indenture, in whole, but not in part, at the option of the Servicer, on any Distribution Date on or after the date on which the Pool Balance is less than 10% of the Pool Balance as of the Cutoff Date.

A-2a-2

As provided in the Indenture and subject to certain limitations set forth therein, the transfer of this Note may be registered on the Note Register upon surrender of this Note for registration of transfer at the office or agency designated by the Issuer pursuant to the Indenture, duly endorsed by, or accompanied by a written instrument of transfer in form satisfactory to the Indenture Trustee duly executed by, the Holder hereof or his attorney duly authorized in writing, with such signature guaranteed by an eligible guarantor institution which is a participant in the Securities Transfer Agent’s Medallion Program (STAMP) or similar signature guarantee program, and such other documents as the Indenture Trustee may require, and thereupon one or more new Class A-2a Notes of authorized denominations and in the same aggregate principal amount will be issued to the designated transferee or transferees.  No service charge will be charged for any registration of transfer or exchange of this Note, but the transferor may be required to pay a sum sufficient to cover any tax or other governmental charge that may be imposed in connection with any such registration of transfer or exchange.

Each Noteholder, by acceptance of a Note or a beneficial interest in a Note, covenants and agrees that no recourse may be taken, directly or indirectly, with respect to the obligations of the Issuer, the Owner Trustee or the Indenture Trustee on the Notes or under the Indenture or any certificate or other writing delivered in connection therewith, against (i) the Indenture Trustee or the Owner Trustee in their individual capacities, (ii) any owner of a beneficial interest in the Issuer or (iii) any partner, owner, beneficiary, agent, officer, director or employee of the Indenture Trustee or the Owner Trustee in their individual capacities, any holder of a beneficial interest in the Issuer, the Owner Trustee or the Indenture Trustee or of any successor or assign of the Indenture Trustee or the Owner Trustee in their individual capacities, except as any such Person may have expressly agreed and except that any such partner, owner or beneficiary shall be fully liable, to the extent provided by applicable law, for any unpaid consideration for stock, unpaid capital contribution or failure to pay any installment or call owing to such entity.

Each Noteholder, by acceptance of a Note or a beneficial interest in a Note, covenants and agrees that by accepting the benefits of the Indenture and such Note that such Noteholder will not at any time institute against the Trust Depositor or the Issuer, or join in any institution against the Trust Depositor or the Issuer of any bankruptcy, reorganization, arrangement, insolvency or liquidation proceedings under any United States federal or state bankruptcy or similar law in connection with any obligations relating to the Notes, the Indenture or the Transaction Documents.

The Issuer has entered into the Indenture, and this Note is issued, with the intention that, for federal, state and local income, single business and franchise tax purposes, the Notes will qualify as indebtedness secured by the Collateral.  Each Noteholder, by acceptance of a Note or a beneficial interest in a Note, agrees to treat the Notes for federal, state and local income, single business and franchise tax purposes as indebtedness of the Issuer.

Prior to the due presentment for registration of transfer of this Note, the Issuer and the Indenture Trustee and any agent of the Issuer and the Indenture Trustee may treat the Person in whose name this Note (as of the day of determination or as of such other date as may be specified in the Indenture) is registered as the owner hereof for all purposes, whether or not this Note be overdue, and neither the Issuer, the Indenture Trustee nor any such agent shall be affected by notice to the contrary.

The Indenture permits, with certain exceptions as therein provided, the amendment thereof and the modification of the rights and obligations of the Issuer and the rights of the Holders of the Notes under the Indenture at any time by the Issuer and the Indenture Trustee, with the consent of the

A-2a-3

Required Holders.  The Indenture also contains provisions permitting the Holders of the Notes representing specified percentages of the Outstanding Amount of the Notes, on behalf of the Holders of all the Notes, to waive compliance by the Issuer with certain provisions of the Indenture and certain past defaults under the Indenture and their consequences.  Any such consent or waiver by the Holder of this Note (or any one of more Predecessor Notes) shall be conclusive and binding upon such Holder and upon all future Holders of this Note and of any Note issued upon the registration of transfer hereof or in exchange hereof or in lieu hereof whether or not notation of such consent or waiver is made upon this Note.  The Indenture also permits the Indenture Trustee to amend or waive certain terms and conditions set forth in the Indenture without the consent of Holders of the Notes issued thereunder.

Each Noteholder, by acceptance of a Note or a beneficial interest in a Note, is deemed to represent that (i) it is not, and is not acquiring and will not hold a Note or a beneficial interest in a Note on behalf of or with “plan assets” (as determined under Department of Labor Regulations Section 2510.3-101 or otherwise) of a Plan, or any employee benefit plan subject to Similar Law, or (ii) its acquisition, holding and disposition of a Note or a beneficial interest in a Note do not give rise to a nonexempt prohibited transaction under Section 406 of ERISA or Section 4975 of the Code, or any Similar Law.  Each Noteholder, by acceptance of a Note or a beneficial interest in a Note is deemed to make one of the foregoing representations.

The Notes are issuable only in registered form in denominations as provided in the Indenture, subject to certain limitations therein set forth.

This Note and the Indenture shall be construed in accordance with the laws of the State of Illinois, and the obligations, rights and remedies of the parties hereunder and thereunder shall be determined in accordance with such laws.

No reference herein to the Indenture and no provision of this Note or of the Indenture shall alter or impair the obligation of the Issuer, which is absolute and unconditional, to pay the principal of and interest on this Note at the times, place, and rate, and in the coin or currency herein prescribed.

Unless the certificate of authentication hereon has been executed by the Indenture Trustee whose name appears below by manual signature, this Note shall not be entitled to any benefit under the Indenture, or be valid or obligatory for any purpose.

A-2a-4

IN WITNESS WHEREOF, the Issuer has caused this instrument to be signed, manually or in facsimile, by an Authorized Officer, as of the date set forth below.

Date: [                 ]	HARLEY-DAVIDSON MOTORCYCLE
	TRUST [                 ]
	By:	[                         ], not in its individual capacity but solely on behalf of the Issuer as Owner Trustee, under the Trust Agreement
	By:
	Printed Name:
	Title:

A-2a-5

INDENTURE TRUSTEE’S CERTIFICATE OF AUTHENTICATION

This is one of the Notes designated above and referred to in the within-mentioned Indenture.

[                                 ], not in its individual capacity

but solely as Indenture Trustee

By:

Authorized Signatory

A-2a-6

EXHIBIT A-2b

FORM OF CLASS A-2b NOTE

UNLESS THIS NOTE IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE OF THE DEPOSITORY TRUST COMPANY, A NEW YORK CORPORATION (“DTC”), TO THE TRUST OR ITS AGENT FOR REGISTRATION OF TRANSFER, EXCHANGE OR PAYMENT, AND ANY NOTE  ISSUED IS REGISTERED IN THE NAME OF CEDE & CO. OR IN SUCH OTHER NAME AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC (AND ANY PAYMENT IS MADE TO CEDE & CO. OR TO SUCH OTHER ENTITY AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC), ANY TRANSFER, PLEDGE OR OTHER USE HEREOF FOR VALUE OR OTHERWISE BY OR TO ANY PERSON IS WRONGFUL INASMUCH AS THE REGISTERED OWNER HEREOF, CEDE & CO., HAS AN INTEREST HEREIN.

THIS SECURITY IS NOT A SAVINGS ACCOUNT OR DEPOSIT AND IT IS NOT INSURED BY THE UNITED STATES OR ANY AGENCY OR FUND OF THE UNITED STATES.

THE PRINCIPAL OF THIS NOTE IS PAYABLE IN INSTALLMENTS AS SET FORTH HEREIN.  ACCORDINGLY, THE OUTSTANDING PRINCIPAL AMOUNT OF THIS NOTE AT ANY TIME MAY BE LESS THAN THE AMOUNT SHOWN ON THE FACE HEREOF.

HARLEY-DAVIDSON MOTORCYCLE TRUST [             ]

FLOATING RATE MOTORCYCLE CONTRACT BACKED NOTES,
CLASS A-2b

REGISTERED		$
No. R-	CUSIP No.

Harley-Davidson Motorcycle Trust [             ], a statutory trust organized and existing under the laws of the State of Delaware (herein referred to as the “Issuer”), for value received, hereby promises to pay to [           ], or registered assigns, the principal sum of              ($          ) payable on the earlier of the Distribution Date occurring in [         , 201 ] (the “Class A-2b Final Distribution Date”) and the Redemption Date, if any, pursuant to Section 10.01 of the Indenture referred to herein.  No payments of principal of the Class A-2b Notes shall be made until the principal of the Class A-1 Notes has been paid in full.  Any capitalized term utilized but not defined herein shall have the meaning set forth in the Indenture (as hereinafter defined).

The Issuer will pay interest on this Note at a rate equal, for each Interest Period, to LIBOR determined in accordance with the terms of the Indenture on the related LIBOR Determination Date plus [   ]% per annum until the principal of this Note is paid or made available for payment, on the principal amount of this Note outstanding on the preceding Distribution Date (after giving effect to all payments of principal made on the preceding Distribution Date), subject to certain limitations contained in Section 3.01 of the Indenture.  Interest on this Note will accrue for each Distribution Date during the related Interest Period and will be computed  for the actual number of days elapsed in the related Interest Period based on a 360-day year.  Such principal of and interest on this Note shall be paid in the manner specified herein.

A-2b-1

The principal of and interest on this Note are payable in such coin or currency of the United States of America as at the time of payment is legal tender for payment of public and private debts.  All payments made by the Issuer with respect to this Note shall be applied first to interest due and payable on this Note as provided above and then to the unpaid principal of this Note.

This Note is one of a duly authorized issue of Notes of the Issuer, designated as its Floating Rate Motorcycle Contract Backed Notes, Class A-2b (the “Class A-2b Notes”), all issued under an Indenture, dated as of [                          ] (the “Indenture”), between the Issuer and [               ], as Indenture Trustee (the “Indenture Trustee”), to which Indenture and all indentures supplemental thereto reference is hereby made for a statement of the respective rights and obligations thereunder of the Issuer, the Indenture Trustee and the Holders of the Notes.  The Class A-2b Notes are subject to all terms of the Indenture.  All terms used in this Note that are defined in the Indenture or the Sale and Servicing Agreement, as supplemented or amended, shall have the meanings assigned to them in or pursuant to the Indenture or the Sale and Servicing Agreement, as the case may be, as so supplemented or amended.

The Class A-2b Notes and the other Classes of Notes described in the Indenture (collectively, the “Notes”) are and will be equally and ratably secured by the collateral pledged as security therefor as provided in the Indenture subject to the priorities of allocations as to interest and principal payments as described in the Sale and Servicing Agreement.

Principal of the Class A-2b Notes will be payable on the earlier of the Class A-2b Final Distribution Date and the Redemption Date, if any, established pursuant to Section 10.01(a) or 10.01(b) of the Indenture.  Notwithstanding the foregoing, the entire unpaid principal amount of the Class A-2b Notes shall be due and payable on the date on which the maturity of the Notes shall have been accelerated following the occurrence of an Event of Default in the manner provided in the Indenture.  All principal payments on the Class A-2b Notes shall be made pro rata to the Class A-2b Noteholders entitled thereto.

Payments of interest on this Note due and payable on each Distribution Date shall be made by wire transfer to the account of the Person whose name appears as the Registered Holder of this Note (or one or more Predecessor Notes) on the Note Register as of the close of business on the related Record Date, except that with respect to Notes registered on the Record Date in the name of the nominee of the Clearing Agency (initially, such nominee to be Cede & Co.), payments will be made by wire transfer in immediately available funds to the account designated by such nominee.  Any reduction in the principal amount of this Note (or any one or more Predecessor Notes) affected by any payments made on any Distribution Date shall be binding upon all future Holders of this Note and of any Note issued upon the registration of transfer hereof or in exchange hereof or in lieu hereof, whether or not noted hereon.  If funds are expected to be available, as provided in the Indenture, for payment in full of the then remaining unpaid principal amount of this Note on a Distribution Date, then the Indenture Trustee, in the name of and on behalf of the Issuer, will notify the Person who was the Registered Holder hereof as of the Record Date preceding such Distribution Date by notice mailed within five days before such Distribution Date and the amount then due and payable shall be payable only upon presentation and surrender of this Note at the Indenture Trustee’s Corporate Trust Office or at the office of the Indenture Trustee’s agent appointed for such purposes located in the City of [Wilmington, Delaware].

The Issuer shall pay interest on overdue installments of interest at the Class A-2b Rate to the extent lawful.

A-2b-2

As provided in the Indenture, the Notes may be redeemed pursuant to Section 10.01(a) of the Indenture, in whole, but not in part, at the option of the Servicer, on any Distribution Date on or after the date on which the Pool Balance is less than 10% of the Pool Balance as of the Cutoff Date.

As provided in the Indenture and subject to certain limitations set forth therein, the transfer of this Note may be registered on the Note Register upon surrender of this Note for registration of transfer at the office or agency designated by the Issuer pursuant to the Indenture, duly endorsed by, or accompanied by a written instrument of transfer in form satisfactory to the Indenture Trustee duly executed by, the Holder hereof or his attorney duly authorized in writing, with such signature guaranteed by an eligible guarantor institution which is a participant in the Securities Transfer Agent’s Medallion Program (STAMP) or similar signature guarantee program, and such other documents as the Indenture Trustee may require, and thereupon one or more new Class A-2b Notes of authorized denominations and in the same aggregate principal amount will be issued to the designated transferee or transferees.  No service charge will be charged for any registration of transfer or exchange of this Note, but the transferor may be required to pay a sum sufficient to cover any tax or other governmental charge that may be imposed in connection with any such registration of transfer or exchange.

Each Noteholder, by acceptance of a Note or a beneficial interest in a Note, covenants and agrees that no recourse may be taken, directly or indirectly, with respect to the obligations of the Issuer, the Owner Trustee or the Indenture Trustee on the Notes or under the Indenture or any certificate or other writing delivered in connection therewith, against (i) the Indenture Trustee or the Owner Trustee in their individual capacities, (ii) any owner of a beneficial interest in the Issuer or (iii) any partner, owner, beneficiary, agent, officer, director or employee of the Indenture Trustee or the Owner Trustee in their individual capacities, any holder of a beneficial interest in the Issuer, the Owner Trustee or the Indenture Trustee or of any successor or assign of the Indenture Trustee or the Owner Trustee in their individual capacities, except as any such Person may have expressly agreed and except that any such partner, owner or beneficiary shall be fully liable, to the extent provided by applicable law, for any unpaid consideration for stock, unpaid capital contribution or failure to pay any installment or call owing to such entity.

Each Noteholder, by acceptance of a Note or a beneficial interest in a Note, covenants and agrees that by accepting the benefits of the Indenture and such Note that such Noteholder will not at any time institute against the Trust Depositor or the Issuer, or join in any institution against the Trust Depositor or the Issuer of any bankruptcy, reorganization, arrangement, insolvency or liquidation proceedings under any United States federal or state bankruptcy or similar law in connection with any obligations relating to the Notes, the Indenture or the Transaction Documents.

The Issuer has entered into the Indenture, and this Note is issued, with the intention that, for federal, state and local income, single business and franchise tax purposes, the Notes will qualify as indebtedness secured by the Collateral.  Each Noteholder, by acceptance of a Note or a beneficial interest in a Note, agrees to treat the Notes for federal, state and local income, single business and franchise tax purposes as indebtedness of the Issuer.

Prior to the due presentment for registration of transfer of this Note, the Issuer and the Indenture Trustee and any agent of the Issuer and the Indenture Trustee may treat the Person in whose name this Note (as of the day of determination or as of such other date as may be specified in the Indenture) is registered as the owner hereof for all purposes, whether or not this Note be overdue, and neither the Issuer, the Indenture Trustee nor any such agent shall be affected by notice to the contrary.

A-2b-3

The Indenture permits, with certain exceptions as therein provided, the amendment thereof and the modification of the rights and obligations of the Issuer and the rights of the Holders of the Notes under the Indenture at any time by the Issuer and the Indenture Trustee, with the consent of the Required Holders.  The Indenture also contains provisions permitting the Holders of the Notes representing specified percentages of the Outstanding Amount of the Notes, on behalf of the Holders of all the Notes, to waive compliance by the Issuer with certain provisions of the Indenture and certain past defaults under the Indenture and their consequences.  Any such consent or waiver by the Holder of this Note (or any one of more Predecessor Notes) shall be conclusive and binding upon such Holder and upon all future Holders of this Note and of any Note issued upon the registration of transfer hereof or in exchange hereof or in lieu hereof whether or not notation of such consent or waiver is made upon this Note.  The Indenture also permits the Indenture Trustee to amend or waive certain terms and conditions set forth in the Indenture without the consent of Holders of the Notes issued thereunder.

Each Noteholder, by acceptance of a Note or a beneficial interest in a Note, is deemed to represent that (i) it is not, and is not acquiring and will not hold a Note or a beneficial interest in a Note on behalf of or with “plan assets” (as determined under Department of Labor Regulations Section 2510.3-101 or otherwise) of a Plan, or any employee benefit plan subject to Similar Law, or (ii) its acquisition, holding and disposition of a Note or a beneficial interest in a Note do not give rise to a nonexempt prohibited transaction under Section 406 of ERISA or Section 4975 of the Code, or any Similar Law.  Each Noteholder, by acceptance of a Note or a beneficial interest in a Note is deemed to make one of the foregoing representations.

The Notes are issuable only in registered form in denominations as provided in the Indenture, subject to certain limitations therein set forth.

This Note and the Indenture shall be construed in accordance with the laws of the State of Illinois, and the obligations, rights and remedies of the parties hereunder and thereunder shall be determined in accordance with such laws.

No reference herein to the Indenture and no provision of this Note or of the Indenture shall alter or impair the obligation of the Issuer, which is absolute and unconditional, to pay the principal of and interest on this Note at the times, place, and rate, and in the coin or currency herein prescribed.

Unless the certificate of authentication hereon has been executed by the Indenture Trustee whose name appears below by manual signature, this Note shall not be entitled to any benefit under the Indenture, or be valid or obligatory for any purpose.

A-2b-4

IN WITNESS WHEREOF, the Issuer has caused this instrument to be signed, manually or in facsimile, by an Authorized Officer, as of the date set forth below.

Date: [              ]	HARLEY-DAVIDSON MOTORCYCLE
	TRUST [            ]
	By:	[                    ], not in its individual capacity but solely on behalf of the Issuer as Owner Trustee, under the Trust Agreement
	By:
	Printed Name:
	Title:

A-2b-5

INDENTURE TRUSTEE’S CERTIFICATE OF AUTHENTICATION

This is one of the Notes designated above and referred to in the within-mentioned Indenture.

[                                      ],

not in its individual capacity but solely as Indenture
Trustee

By:

Authorized Signatory

A-2b-6

EXHIBIT A-3

FORM OF CLASS A-3 NOTE

UNLESS THIS NOTE IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE OF THE DEPOSITORY TRUST COMPANY, A NEW YORK CORPORATION (“DTC”), TO THE TRUST OR ITS AGENT FOR REGISTRATION OF TRANSFER, EXCHANGE OR PAYMENT, AND ANY NOTE  ISSUED IS REGISTERED IN THE NAME OF CEDE & CO. OR IN SUCH OTHER NAME AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC (AND ANY PAYMENT IS MADE TO CEDE & CO. OR TO SUCH OTHER ENTITY AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC), ANY TRANSFER, PLEDGE OR OTHER USE HEREOF FOR VALUE OR OTHERWISE BY OR TO ANY PERSON IS WRONGFUL INASMUCH AS THE REGISTERED OWNER HEREOF, CEDE & CO., HAS AN INTEREST HEREIN.

THIS SECURITY IS NOT A SAVINGS ACCOUNT OR DEPOSIT AND IT IS NOT INSURED BY THE UNITED STATES OR ANY AGENCY OR FUND OF THE UNITED STATES.

THE PRINCIPAL OF THIS NOTE IS PAYABLE IN INSTALLMENTS AS SET FORTH HEREIN.  ACCORDINGLY, THE OUTSTANDING PRINCIPAL AMOUNT OF THIS NOTE AT ANY TIME MAY BE LESS THAN THE AMOUNT SHOWN ON THE FACE HEREOF.

HARLEY-DAVIDSON MOTORCYCLE TRUST [             ]

FLOATING RATE MOTORCYCLE CONTRACT BACKED NOTES,
CLASS A-3

REGISTERED		$
No. R-	CUSIP No.

Harley-Davidson Motorcycle Trust [             ], a statutory trust organized and existing under the laws of the State of Delaware (herein referred to as the “Issuer”), for value received, hereby promises to pay to [           ], or registered assigns, the principal sum of              ($          ) payable on the earlier of the Distribution Date occurring in [                 ] (the “Class A-3 Final Distribution Date”) and the Redemption Date, if any, pursuant to Section 10.01 of the Indenture referred to herein.  No payments of principal of the Class A-3 Notes shall be made until the principal of the Class A-1 Notes has been paid in full.  Any capitalized term utilized but not defined herein shall have the meaning set forth in the Indenture (as hereinafter defined).

The Issuer will pay interest on this Note at a rate equal, for each Interest Period, to LIBOR determined in accordance with the terms of the Indenture on the related LIBOR Determination Date plus [   ]% per annum until the principal of this Note is paid or made available for payment, on the principal amount of this Note outstanding on the preceding Distribution Date (after giving effect to all payments of principal made on the preceding Distribution Date), subject to certain limitations contained in Section 3.01 of the Indenture.  Interest on this Note will accrue for each Distribution Date during the related Interest Period and will be computed for the actual number of days elapsed in the related Interest Period based on a 360-day year.  Such principal of and interest on this Note shall be paid in the manner specified herein.

A-3-1

The principal of and interest on this Note are payable in such coin or currency of the United States of America as at the time of payment is legal tender for payment of public and private debts.  All payments made by the Issuer with respect to this Note shall be applied first to interest due and payable on this Note as provided above and then to the unpaid principal of this Note.

This Note is one of a duly authorized issue of Notes of the Issuer, designated as its Floating Rate Motorcycle Contract Backed Notes, Class A-3 (the “Class A-3 Notes”), all issued under an Indenture, dated as of [                   ] (the “Indenture”), between the Issuer and [                 ], as Indenture Trustee (the “Indenture Trustee”), to which Indenture and all indentures supplemental thereto reference is hereby made for a statement of the respective rights and obligations thereunder of the Issuer, the Indenture Trustee and the Holders of the Notes.  The Class A-3 Notes are subject to all terms of the Indenture.  All terms used in this Note that are defined in the Indenture or the Sale and Servicing Agreement, as supplemented or amended, shall have the meanings assigned to them in or pursuant to the Indenture or the Sale and Servicing Agreement, as the case may be, as so supplemented or amended.

The Class A-3 Notes and the other Classes of Notes described in the Indenture (collectively, the “Notes”) are and will be equally and ratably secured by the collateral pledged as security therefor as provided in the Indenture subject to the priorities of allocations as to interest and principal payments as described in the Sale and Servicing Agreement.

Principal of the Class A-3 Notes will be payable on the earlier of the Class A-3 Final Distribution Date and the Redemption Date, if any, established pursuant to Section 10.01(a) or 10.01(b) of the Indenture.  Notwithstanding the foregoing, the entire unpaid principal amount of the Class A-3 Notes shall be due and payable on the date on which the maturity of the Notes shall have been accelerated following the occurrence of an Event of Default in the manner provided in the Indenture.  All principal payments on the Class A-3 Notes shall be made pro rata to the Class A-3 Noteholders entitled thereto.

Payments of interest on this Note due and payable on each Distribution Date shall be made by wire transfer to the account of the Person whose name appears as the Registered Holder of this Note (or one or more Predecessor Notes) on the Note Register as of the close of business on the related Record Date, except that with respect to Notes registered on the Record Date in the name of the nominee of the Clearing Agency (initially, such nominee to be Cede & Co.), payments will be made by wire transfer in immediately available funds to the account designated by such nominee.  Any reduction in the principal amount of this Note (or any one or more Predecessor Notes) affected by any payments made on any Distribution Date shall be binding upon all future Holders of this Note and of any Note issued upon the registration of transfer hereof or in exchange hereof or in lieu hereof, whether or not noted hereon.  If funds are expected to be available, as provided in the Indenture, for payment in full of the then remaining unpaid principal amount of this Note on a Distribution Date, then the Indenture Trustee, in the name of and on behalf of the Issuer, will notify the Person who was the Registered Holder hereof as of the Record Date preceding such Distribution Date by notice mailed within five days before such Distribution Date and the amount then due and payable shall be payable only upon presentation and surrender of this Note at the Indenture Trustee’s Corporate Trust Office or at the office of the Indenture Trustee’s agent appointed for such purposes located in the City of [Wilmington, Delaware].

The Issuer shall pay interest on overdue installments of interest at the Class A-3 Rate to the extent lawful.

A-3-2

As provided in the Indenture, the Notes may be redeemed pursuant to Section 10.01(a) of the Indenture, in whole, but not in part, at the option of the Servicer, on any Distribution Date on or after the date on which the Pool Balance is less than 10% of the Pool Balance as of the Cutoff Date.

As provided in the Indenture and subject to certain limitations set forth therein, the transfer of this Note may be registered on the Note Register upon surrender of this Note for registration of transfer at the office or agency designated by the Issuer pursuant to the Indenture, duly endorsed by, or accompanied by a written instrument of transfer in form satisfactory to the Indenture Trustee duly executed by, the Holder hereof or his attorney duly authorized in writing, with such signature guaranteed by an eligible guarantor institution which is a participant in the Securities Transfer Agent’s Medallion Program (STAMP) or similar signature guarantee program, and such other documents as the Indenture Trustee may require, and thereupon one or more new Class A-3 Notes of authorized denominations and in the same aggregate principal amount will be issued to the designated transferee or transferees.  No service charge will be charged for any registration of transfer or exchange of this Note, but the transferor may be required to pay a sum sufficient to cover any tax or other governmental charge that may be imposed in connection with any such registration of transfer or exchange.

Each Noteholder, by acceptance of a Note or a beneficial interest in a Note, covenants and agrees that no recourse may be taken, directly or indirectly, with respect to the obligations of the Issuer, the Owner Trustee or the Indenture Trustee on the Notes or under the Indenture or any certificate or other writing delivered in connection therewith, against (i) the Indenture Trustee or the Owner Trustee in their individual capacities, (ii) any owner of a beneficial interest in the Issuer or (iii) any partner, owner, beneficiary, agent, officer, director or employee of the Indenture Trustee or the Owner Trustee in their individual capacities, any holder of a beneficial interest in the Issuer, the Owner Trustee or the Indenture Trustee or of any successor or assign of the Indenture Trustee or the Owner Trustee in their individual capacities, except as any such Person may have expressly agreed and except that any such partner, owner or beneficiary shall be fully liable, to the extent provided by applicable law, for any unpaid consideration for stock, unpaid capital contribution or failure to pay any installment or call owing to such entity.

Each Noteholder, by acceptance of a Note or a beneficial interest in a Note, covenants and agrees that by accepting the benefits of the Indenture and such Note that such Noteholder will not at any time institute against the Trust Depositor or the Issuer, or join in any institution against the Trust Depositor or the Issuer of any bankruptcy, reorganization, arrangement, insolvency or liquidation proceedings under any United States federal or state bankruptcy or similar law in connection with any obligations relating to the Notes, the Indenture or the Transaction Documents.

The Issuer has entered into the Indenture, and this Note is issued, with the intention that, for federal, state and local income, single business and franchise tax purposes, the Notes will qualify as indebtedness secured by the Collateral.  Each Noteholder, by acceptance of a Note or a beneficial interest in a Note, agrees to treat the Notes for federal, state and local income, single business and franchise tax purposes as indebtedness of the Issuer.

Prior to the due presentment for registration of transfer of this Note, the Issuer and the Indenture Trustee and any agent of the Issuer and the Indenture Trustee may treat the Person in whose name this Note (as of the day of determination or as of such other date as may be specified in the Indenture) is registered as the owner hereof for all purposes, whether or not this Note be overdue, and neither the Issuer, the Indenture Trustee nor any such agent shall be affected by notice to the contrary.

A-3-3

The Indenture permits, with certain exceptions as therein provided, the amendment thereof and the modification of the rights and obligations of the Issuer and the rights of the Holders of the Notes under the Indenture at any time by the Issuer and the Indenture Trustee, with the consent of the Required Holders.  The Indenture also contains provisions permitting the Holders of the Notes representing specified percentages of the Outstanding Amount of the Notes, on behalf of the Holders of all the Notes, to waive compliance by the Issuer with certain provisions of the Indenture and certain past defaults under the Indenture and their consequences.  Any such consent or waiver by the Holder of this Note (or any one of more Predecessor Notes) shall be conclusive and binding upon such Holder and upon all future Holders of this Note and of any Note issued upon the registration of transfer hereof or in exchange hereof or in lieu hereof whether or not notation of such consent or waiver is made upon this Note.  The Indenture also permits the Indenture Trustee to amend or waive certain terms and conditions set forth in the Indenture without the consent of Holders of the Notes issued thereunder.

Each Noteholder, by acceptance of a Note or a beneficial interest in a Note, is deemed to represent that (i) it is not, and is not acquiring and will not hold a Note or a beneficial interest in a Note on behalf of or with “plan assets” (as determined under Department of Labor Regulations Section 2510.3-101 or otherwise) of a Plan, or any employee benefit plan subject to Similar Law, or (ii) its acquisition, holding and disposition of a Note or a beneficial interest in a Note do not give rise to a nonexempt prohibited transaction under Section 406 of ERISA or Section 4975 of the Code, or any Similar Law.  Each Noteholder, by acceptance of a Note or a beneficial interest in a Note is deemed to make one of the foregoing representations.

The Notes are issuable only in registered form in denominations as provided in the Indenture, subject to certain limitations therein set forth.

This Note and the Indenture shall be construed in accordance with the laws of the State of Illinois, and the obligations, rights and remedies of the parties hereunder and thereunder shall be determined in accordance with such laws.

No reference herein to the Indenture and no provision of this Note or of the Indenture shall alter or impair the obligation of the Issuer, which is absolute and unconditional, to pay the principal of and interest on this Note at the times, place, and rate, and in the coin or currency herein prescribed.

Unless the certificate of authentication hereon has been executed by the Indenture Trustee whose name appears below by manual signature, this Note shall not be entitled to any benefit under the Indenture, or be valid or obligatory for any purpose.

A-3-4

IN WITNESS WHEREOF, the Issuer has caused this instrument to be signed, manually or in facsimile, by an Authorized Officer, as of the date set forth below.

Date: [              ]	HARLEY-DAVIDSON MOTORCYCLE
	TRUST [            ]
	By:	[                    ], not in its individual capacity but solely on behalf of the Issuer as Owner Trustee, under the Trust Agreement
	By:
	Printed Name:
	Title:

A-3-5

INDENTURE TRUSTEE’S CERTIFICATE OF AUTHENTICATION

This is one of the Notes designated above and referred to in the within-mentioned Indenture.

[                                      ],

not in its individual capacity but solely as Indenture
Trustee

By:

Authorized Signatory

A-3-6

EXHIBIT A-4

FORM OF CLASS A-4 NOTE

UNLESS THIS NOTE IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE OF THE DEPOSITORY TRUST COMPANY, A NEW YORK CORPORATION (“DTC”), TO THE TRUST OR ITS AGENT FOR REGISTRATION OF TRANSFER, EXCHANGE OR PAYMENT, AND ANY NOTE  ISSUED IS REGISTERED IN THE NAME OF CEDE & CO. OR IN SUCH OTHER NAME AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC (AND ANY PAYMENT IS MADE TO CEDE & CO. OR TO SUCH OTHER ENTITY AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC), ANY TRANSFER, PLEDGE OR OTHER USE HEREOF FOR VALUE OR OTHERWISE BY OR TO ANY PERSON IS WRONGFUL INASMUCH AS THE REGISTERED OWNER HEREOF, CEDE & CO., HAS AN INTEREST HEREIN.

THIS SECURITY IS NOT A SAVINGS ACCOUNT OR DEPOSIT AND IT IS NOT INSURED BY THE UNITED STATES OR ANY AGENCY OR FUND OF THE UNITED STATES.

THE PRINCIPAL OF THIS NOTE IS PAYABLE IN INSTALLMENTS AS SET FORTH HEREIN.  ACCORDINGLY, THE OUTSTANDING PRINCIPAL AMOUNT OF THIS NOTE AT ANY TIME MAY BE LESS THAN THE AMOUNT SHOWN ON THE FACE HEREOF.

HARLEY-DAVIDSON MOTORCYCLE TRUST [             ]

[    ]% MOTORCYCLE CONTRACT BACKED NOTES,
CLASS A-4

REGISTERED		$
No. R-	CUSIP No.

Harley-Davidson Motorcycle Trust [             ], a statutory trust organized and existing under the laws of the State of Delaware (herein referred to as the “Issuer”), for value received, hereby promises to pay to [           ], or registered assigns, the principal sum of              ($          ) payable on the earlier of the Distribution Date occurring in [                ] (the “Class A-4 Final Distribution Date”) and the Redemption Date, if any, pursuant to Section 10.01 of the Indenture referred to herein.  No payments of principal of the Class A-4 Notes shall be made until the principal of the Class A-1 Notes has been paid in full.  Any capitalized term utilized but not defined herein shall have the meaning set forth in the Indenture (as hereinafter defined).

The Issuer will pay interest on this Note at the rate per annum shown above on each Distribution Date until the principal of this Note is paid or made available for payment, on the principal amount of this Note outstanding on the preceding Distribution Date (after giving effect to all payments of principal made on the preceding Distribution Date), subject to certain limitations contained in Section 3.01 of the Indenture.  Interest on this Note will accrue for each Distribution Date during the related Interest Period and will be computed on the basis of a 360-day year of twelve 30-day months.  Such principal of and interest on this Note shall be paid in the manner specified herein.

A-4-1

The principal of and interest on this Note are payable in such coin or currency of the United States of America as at the time of payment is legal tender for payment of public and private debts. All payments made by the Issuer with respect to this Note shall be applied first to interest due and payable on this Note as provided above and then to the unpaid principal of this Note.

This Note is one of a duly authorized issue of Notes of the Issuer, designated as its [    ]% Motorcycle Contract Backed Notes, Class A-4 (the “Class A-4 Notes”), all issued under an Indenture, dated as of [                    ] (the “Indenture”), between the Issuer and [                   ], as Indenture Trustee (the “Indenture Trustee”), to which Indenture and all indentures supplemental thereto reference is hereby made for a statement of the respective rights and obligations thereunder of the Issuer, the Indenture Trustee and the Holders of the Notes.  The Class A-4 Notes are subject to all terms of the Indenture.  All terms used in this Note that are defined in the Indenture or the Sale and Servicing Agreement, as supplemented or amended, shall have the meanings assigned to them in or pursuant to the Indenture or the Sale and Servicing Agreement, as the case may be, as so supplemented or amended.

The Class A-4 Notes and the other Classes of Notes described in the Indenture (collectively, the “Notes”) are and will be equally and ratably secured by the collateral pledged as security therefor as provided in the Indenture subject to the priorities of allocations as to interest and principal payments as described in the Sale and Servicing Agreement.

Principal of the Class A-4 Notes will be payable on the earlier of the Class A-4 Final Distribution Date and the Redemption Date, if any, established pursuant to Section 10.01(a) or 10.01(b) of the Indenture.  Notwithstanding the foregoing, the entire unpaid principal amount of the Class A-4 Notes shall be due and payable on the date on which the maturity of the Notes shall have been accelerated following the occurrence of an Event of Default in the manner provided in the Indenture.  All principal payments on the Class A-4 Notes shall be made pro rata to the Class A-4 Noteholders entitled thereto.

Payments of interest on this Note due and payable on each Distribution Date shall be made by wire transfer to the account of the Person whose name appears as the Registered Holder of this Note (or one or more Predecessor Notes) on the Note Register as of the close of business on the related Record Date, except that with respect to Notes registered on the Record Date in the name of the nominee of the Clearing Agency (initially, such nominee to be Cede & Co.), payments will be made by wire transfer in immediately available funds to the account designated by such nominee.  Any reduction in the principal amount of this Note (or any one or more Predecessor Notes) affected by any payments made on any Distribution Date shall be binding upon all future Holders of this Note and of any Note issued upon the registration of transfer hereof or in exchange hereof or in lieu hereof, whether or not noted hereon.  If funds are expected to be available, as provided in the Indenture, for payment in full of the then remaining unpaid principal amount of this Note on a Distribution Date, then the Indenture Trustee, in the name of and on behalf of the Issuer, will notify the Person who was the Registered Holder hereof as of the Record Date preceding such Distribution Date by notice mailed within five days before such Distribution Date and the amount then due and payable shall be payable only upon presentation and surrender of this Note at the Indenture Trustee’s Corporate Trust Office or at the office of the Indenture Trustee’s agent appointed for such purposes located in the City of [Wilmington, Delaware].

The Issuer shall pay interest on overdue installments of interest at the Class A-4 Rate to the extent lawful.

A-4-2

As provided in the Indenture, the Notes may be redeemed pursuant to Section 10.01(a) of the Indenture, in whole, but not in part, at the option of the Servicer, on any Distribution Date on or after the date on which the Pool Balance is less than 10% of the Pool Balance as of the Cutoff Date.

As provided in the Indenture and subject to certain limitations set forth therein, the transfer of this Note may be registered on the Note Register upon surrender of this Note for registration of transfer at the office or agency designated by the Issuer pursuant to the Indenture, duly endorsed by, or accompanied by a written instrument of transfer in form satisfactory to the Indenture Trustee duly executed by, the Holder hereof or his attorney duly authorized in writing, with such signature guaranteed by an eligible guarantor institution which is a participant in the Securities Transfer Agent’s Medallion Program (STAMP) or similar signature guarantee program, and such other documents as the Indenture Trustee may require, and thereupon one or more new Class A-4 Notes of authorized denominations and in the same aggregate principal amount will be issued to the designated transferee or transferees.  No service charge will be charged for any registration of transfer or exchange of this Note, but the transferor may be required to pay a sum sufficient to cover any tax or other governmental charge that may be imposed in connection with any such registration of transfer or exchange.

Each Noteholder, by acceptance of a Note or a beneficial interest in a Note, covenants and agrees that no recourse may be taken, directly or indirectly, with respect to the obligations of the Issuer, the Owner Trustee or the Indenture Trustee on the Notes or under the Indenture or any certificate or other writing delivered in connection therewith, against (i) the Indenture Trustee or the Owner Trustee in their individual capacities, (ii) any owner of a beneficial interest in the Issuer or (iii) any partner, owner, beneficiary, agent, officer, director or employee of the Indenture Trustee or the Owner Trustee in their individual capacities, any holder of a beneficial interest in the Issuer, the Owner Trustee or the Indenture Trustee or of any successor or assign of the Indenture Trustee or the Owner Trustee in their individual capacities, except as any such Person may have expressly agreed and except that any such partner, owner or beneficiary shall be fully liable, to the extent provided by applicable law, for any unpaid consideration for stock, unpaid capital contribution or failure to pay any installment or call owing to such entity.

Each Noteholder, by acceptance of a Note or a beneficial interest in a Note, covenants and agrees that by accepting the benefits of the Indenture and such Note that such Noteholder will not at any time institute against the Trust Depositor or the Issuer, or join in any institution against the Trust Depositor or the Issuer of any bankruptcy, reorganization, arrangement, insolvency or liquidation proceedings under any United States federal or state bankruptcy or similar law in connection with any obligations relating to the Notes, the Indenture or the Transaction Documents.

The Issuer has entered into the Indenture, and this Note is issued, with the intention that, for federal, state and local income, single business and franchise tax purposes, the Notes will qualify as indebtedness secured by the Collateral.  Each Noteholder, by acceptance of a Note or a beneficial interest in a Note, agrees to treat the Notes for federal, state and local income, single business and franchise tax purposes as indebtedness of the Issuer.

Prior to the due presentment for registration of transfer of this Note, the Issuer and the Indenture Trustee and any agent of the Issuer and the Indenture Trustee may treat the Person in whose name this Note (as of the day of determination or as of such other date as may be specified in the Indenture) is registered as the owner hereof for all purposes, whether or not this Note be overdue, and neither the Issuer, the Indenture Trustee nor any such agent shall be affected by notice to the contrary.

A-4-3

The Indenture permits, with certain exceptions as therein provided, the amendment thereof and the modification of the rights and obligations of the Issuer and the rights of the Holders of the Notes under the Indenture at any time by the Issuer and the Indenture Trustee, with the consent of the Required Holders.  The Indenture also contains provisions permitting the Holders of the Notes representing specified percentages of the Outstanding Amount of the Notes, on behalf of the Holders of all the Notes, to waive compliance by the Issuer with certain provisions of the Indenture and certain past defaults under the Indenture and their consequences.  Any such consent or waiver by the Holder of this Note (or any one of more Predecessor Notes) shall be conclusive and binding upon such Holder and upon all future Holders of this Note and of any Note issued upon the registration of transfer hereof or in exchange hereof or in lieu hereof whether or not notation of such consent or waiver is made upon this Note.  The Indenture also permits the Indenture Trustee to amend or waive certain terms and conditions set forth in the Indenture without the consent of Holders of the Notes issued thereunder.

Each Noteholder, by acceptance of a Note or a beneficial interest in a Note, is deemed to represent that (i) it is not, and is not acquiring and will not hold a Note or a beneficial interest in a Note on behalf of or with “plan assets” (as determined under Department of Labor Regulations Section 2510.3-101 or otherwise) of a Plan, or any employee benefit plan subject to Similar Law, or (ii) its acquisition, holding and disposition of a Note or a beneficial interest in a Note do not give rise to a nonexempt prohibited transaction under Section 406 of ERISA or Section 4975 of the Code, or any Similar Law.  Each Noteholder, by acceptance of a Note or a beneficial interest in a Note is deemed to make one of the foregoing representations.

The Notes are issuable only in registered form in denominations as provided in the Indenture, subject to certain limitations therein set forth.

This Note and the Indenture shall be construed in accordance with the laws of the State of Illinois, and the obligations, rights and remedies of the parties hereunder and thereunder shall be determined in accordance with such laws.

No reference herein to the Indenture and no provision of this Note or of the Indenture shall alter or impair the obligation of the Issuer, which is absolute and unconditional, to pay the principal of and interest on this Note at the times, place, and rate, and in the coin or currency herein prescribed.

Unless the certificate of authentication hereon has been executed by the Indenture Trustee whose name appears below by manual signature, this Note shall not be entitled to any benefit under the Indenture, or be valid or obligatory for any purpose.

A-4-4

IN WITNESS WHEREOF, the Issuer has caused this instrument to be signed, manually or in facsimile, by an Authorized Officer, as of the date set forth below.

Date: [              ]	HARLEY-DAVIDSON MOTORCYCLE
	TRUST [            ]
	By:	[                    ], not in its individual capacity but solely on behalf of the Issuer as Owner Trustee, under the Trust Agreement
	By:
	Printed Name:
	Title:

A-4-5

INDENTURE TRUSTEE’S CERTIFICATE OF AUTHENTICATION

This is one of the Notes designated above and referred to in the within-mentioned Indenture.

[                                      ],

not in its individual capacity but solely as Indenture
Trustee

By:

Authorized Signatory

A-4-6

EXHIBIT B

FORM OF CLASS B NOTE

UNLESS THIS NOTE IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE OF THE DEPOSITORY TRUST COMPANY, A NEW YORK CORPORATION (“DTC”), TO THE TRUST OR ITS AGENT FOR REGISTRATION OF TRANSFER, EXCHANGE OR PAYMENT, AND ANY NOTE ISSUED IS REGISTERED IN THE NAME OF CEDE & CO. OR IN SUCH OTHER NAME AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC (AND ANY PAYMENT IS MADE TO CEDE & CO. OR TO SUCH OTHER ENTITY AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC), ANY TRANSFER, PLEDGE OR OTHER USE HEREOF FOR VALUE OR OTHERWISE BY OR TO ANY PERSON IS WRONGFUL INASMUCH AS THE REGISTERED OWNER HEREOF, CEDE & CO., HAS AN INTEREST HEREIN.

THIS SECURITY IS NOT A SAVINGS ACCOUNT OR DEPOSIT AND IT IS NOT INSURED BY THE UNITED STATES OR ANY AGENCY OR FUND OF THE UNITED STATES.

THE PRINCIPAL OF THIS NOTE IS PAYABLE IN INSTALLMENTS AS SET FORTH HEREIN.  ACCORDINGLY, THE OUTSTANDING PRINCIPAL AMOUNT OF THIS NOTE AT ANY TIME MAY BE LESS THAN THE AMOUNT SHOWN ON THE FACE HEREOF.

HARLEY-DAVIDSON MOTORCYCLE TRUST [             ]

[    ]% MOTORCYCLE CONTRACT BACKED NOTES,

CLASS B

REGISTERED	$
No. R-	CUSIP No.

Harley-Davidson Motorcycle Trust [             ], a statutory trust organized and existing under the laws of the State of Delaware (herein referred to as the “Issuer”), for value received, hereby promises to pay to [           ], or registered assigns, the principal sum of              ($          ) payable on the earlier of the Distribution Date occurring in [                  ] (the “Class B Final Distribution Date”) and the Redemption Date, if any, pursuant to Section 10.01 of the Indenture referred to herein.  No payments of principal of the Class B Notes shall be made until the principal of the Class A Notes has been paid in full.  Any capitalized term utilized but not defined herein shall have the meaning set forth in the Indenture (as hereinafter defined).

The Issuer will pay interest on this Note at the rate per annum shown above on each Distribution Date until the principal of this Note is paid or made available for payment, on the principal amount of this Note outstanding on the preceding Distribution Date (after giving effect to all payments of principal made on the preceding Distribution Date), subject to certain limitations contained in Section 3.01 of the Indenture.  Interest on this Note will accrue for each Distribution Date during the related Interest Period and will be computed on the basis of a 360-day year of twelve 30-day months.  Such principal of and interest on this Note shall be paid in the manner specified herein.

B-1

The principal of and interest on this Note are payable in such coin or currency of the United States of America as at the time of payment is legal tender for payment of public and private debts. All payments made by the Issuer with respect to this Note shall be applied first to interest due and payable on this Note as provided above and then to the unpaid principal of this Note.

This Note is one of a duly authorized issue of Notes of the Issuer, designated as its [    ]% Motorcycle Contract Backed Notes, Class B (the “Class B Notes”), all issued under an Indenture, dated as of [                     ] (the “Indenture”), between the Issuer and [                        ], as Indenture Trustee (the “Indenture Trustee”), to which Indenture and all indentures supplemental thereto reference is hereby made for a statement of the respective rights and obligations thereunder of the Issuer, the Indenture Trustee and the Holders of the Notes.  The Class B Notes are subject to all terms of the Indenture.  All terms used in this Note that are defined in the Indenture or the Sale and Servicing Agreement, as supplemented or amended, shall have the meanings assigned to them in or pursuant to the Indenture or the Sale and Servicing Agreement, as the case may be, as so supplemented or amended.

The Class B Notes and the other Classes of Notes described in the Indenture (collectively, the “Notes”) are and will be equally and ratably secured by the collateral pledged as security therefor as provided in the Indenture subject to the priorities of allocations as to interest and principal payments as described in the Sale and Servicing Agreement.

Principal of the Class B Notes will be payable on the earlier of the Class B Final Distribution Date and the Redemption Date, if any, established pursuant to Section 10.01(a) or 10.01(b) of the Indenture.  Notwithstanding the foregoing, the entire unpaid principal amount of the Class B Notes shall be due and payable on the date on which the maturity of the Notes shall have been accelerated following the occurrence of an Event of Default in the manner provided in the Indenture.  All principal payments on the Class B Notes shall be made pro rata to the Class B Noteholders entitled thereto.

Payments of interest on this Note due and payable on each Distribution Date shall be made by wire transfer to the account of the Person whose name appears as the Registered Holder of this Note (or one or more Predecessor Notes) on the Note Register as of the close of business on the related Record Date, except that with respect to Notes registered on the Record Date in the name of the nominee of the Clearing Agency (initially, such nominee to be Cede & Co.), payments will be made by wire transfer in immediately available funds to the account designated by such nominee.  Any reduction in the principal amount of this Note (or any one or more Predecessor Notes) affected by any payments made on any Distribution Date shall be binding upon all future Holders of this Note and of any Note issued upon the registration of transfer hereof or in exchange hereof or in lieu hereof, whether or not noted hereon.  If funds are expected to be available, as provided in the Indenture, for payment in full of the then remaining unpaid principal amount of this Note on a Distribution Date, then the Indenture Trustee, in the name of and on behalf of the Issuer, will notify the Person who was the Registered Holder hereof as of the Record Date preceding such Distribution Date by notice mailed within five days before such Distribution Date and the amount then due and payable shall be payable only upon presentation and surrender of this Note at the Indenture Trustee’s Corporate Trust Office or at the office of the Indenture Trustee’s agent appointed for such purposes located in the City of [Wilmington, Delaware].

The Issuer shall pay interest on overdue installments of interest at the Class B Rate to the extent lawful.

B-2

As provided in the Indenture, the Notes may be redeemed pursuant to Section 10.01(a) of the Indenture, in whole, but not in part, at the option of the Servicer, on any Distribution Date on or after the date on which the Pool Balance is less than 10% of the Pool Balance as of the Cutoff Date.

As provided in the Indenture and subject to certain limitations set forth therein, the transfer of this Note may be registered on the Note Register upon surrender of this Note for registration of transfer at the office or agency designated by the Issuer pursuant to the Indenture, duly endorsed by, or accompanied by a written instrument of transfer in form satisfactory to the Indenture Trustee duly executed by, the Holder hereof or his attorney duly authorized in writing, with such signature guaranteed by an eligible guarantor institution which is a participant in the Securities Transfer Agent’s Medallion Program (STAMP) or similar signature guarantee program, and such other documents as the Indenture Trustee may require, and thereupon one or more new Class B Notes of authorized denominations and in the same aggregate principal amount will be issued to the designated transferee or transferees.  No service charge will be charged for any registration of transfer or exchange of this Note, but the transferor may be required to pay a sum sufficient to cover any tax or other governmental charge that may be imposed in connection with any such registration of transfer or exchange.

Each Noteholder, by acceptance of a Note or a beneficial interest in a Note, covenants and agrees that no recourse may be taken, directly or indirectly, with respect to the obligations of the Issuer, the Owner Trustee or the Indenture Trustee on the Notes or under the Indenture or any certificate or other writing delivered in connection therewith, against (i) the Indenture Trustee or the Owner Trustee in their individual capacities, (ii) any owner of a beneficial interest in the Issuer or (iii) any partner, owner, beneficiary, agent, officer, director or employee of the Indenture Trustee or the Owner Trustee in their individual capacities, any holder of a beneficial interest in the Issuer, the Owner Trustee or the Indenture Trustee or of any successor or assign of the Indenture Trustee or the Owner Trustee in their individual capacities, except as any such Person may have expressly agreed and except that any such partner, owner or beneficiary shall be fully liable, to the extent provided by applicable law, for any unpaid consideration for stock, unpaid capital contribution or failure to pay any installment or call owing to such entity.

Each Noteholder, by acceptance of a Note or a beneficial interest in a Note, covenants and agrees that by accepting the benefits of the Indenture and such Note that such Noteholder will not at any time institute against the Trust Depositor or the Issuer, or join in any institution against the Trust Depositor or the Issuer of any bankruptcy, reorganization, arrangement, insolvency or liquidation proceedings under any United States federal or state bankruptcy or similar law in connection with any obligations relating to the Notes, the Indenture or the Transaction Documents.

The Issuer has entered into the Indenture, and this Note is issued, with the intention that, for federal, state and local income, single business and franchise tax purposes, the Notes will qualify as indebtedness secured by the Collateral.  Each Noteholder, by acceptance of a Note or a beneficial interest in a Note, agrees to treat the Notes for federal, state and local income, single business and franchise tax purposes as indebtedness of the Issuer.

Prior to the due presentment for registration of transfer of this Note, the Issuer and the Indenture Trustee and any agent of the Issuer and the Indenture Trustee may treat the Person in whose name this Note (as of the day of determination or as of such other date as may be specified in the Indenture) is registered as the owner hereof for all purposes, whether or not this Note be overdue, and neither the Issuer, the Indenture Trustee nor any such agent shall be affected by notice to the contrary.

B-3

The Indenture permits, with certain exceptions as therein provided, the amendment thereof and the modification of the rights and obligations of the Issuer and the rights of the Holders of the Notes under the Indenture at any time by the Issuer and the Indenture Trustee, with the consent of the Required Holders.  The Indenture also contains provisions permitting the Holders of the Notes representing specified percentages of the Outstanding Amount of the Notes, on behalf of the Holders of all the Notes, to waive compliance by the Issuer with certain provisions of the Indenture and certain past defaults under the Indenture and their consequences.  Any such consent or waiver by the Holder of this Note (or any one of more Predecessor Notes) shall be conclusive and binding upon such Holder and upon all future Holders of this Note and of any Note issued upon the registration of transfer hereof or in exchange hereof or in lieu hereof whether or not notation of such consent or waiver is made upon this Note.  The Indenture also permits the Indenture Trustee to amend or waive certain terms and conditions set forth in the Indenture without the consent of Holders of the Notes issued thereunder.

Each Noteholder, by acceptance of a Note or a beneficial interest in a Note, is deemed to represent that (i) it is not, and is not acquiring and will not hold a Note or a beneficial interest in a Note on behalf of or with “plan assets” (as determined under Department of Labor Regulations Section 2510.3-101 or otherwise) of a Plan, or any employee benefit plan subject to Similar Law, or (ii) its acquisition, holding and disposition of a Note or a beneficial interest in a Note do not give rise to a nonexempt prohibited transaction under Section 406 of ERISA or Section 4975 of the Code, or any Similar Law.  Each Noteholder, by acceptance of a Note or a beneficial interest in a Note is deemed to make one of the foregoing representations.

The Notes are issuable only in registered form in denominations as provided in the Indenture, subject to certain limitations therein set forth.

This Note and the Indenture shall be construed in accordance with the laws of the State of Illinois, and the obligations, rights and remedies of the parties hereunder and thereunder shall be determined in accordance with such laws.

No reference herein to the Indenture and no provision of this Note or of the Indenture shall alter or impair the obligation of the Issuer, which is absolute and unconditional, to pay the principal of and interest on this Note at the times, place, and rate, and in the coin or currency herein prescribed.

Unless the certificate of authentication hereon has been executed by the Indenture Trustee whose name appears below by manual signature, this Note shall not be entitled to any benefit under the Indenture, or be valid or obligatory for any purpose.

B-4

IN WITNESS WHEREOF, the Issuer has caused this instrument to be signed, manually or in facsimile, by an Authorized Officer, as of the date set forth below.

Date: [             ]	HARLEY-DAVIDSON MOTORCYCLE TRUST [             ]
	By:	[                       ], not in its individual capacity but solely on behalf of the Issuer as Owner Trustee, under the Trust Agreement
	By:
	Printed Name:
	Title:

B-5

INDENTURE TRUSTEE’S CERTIFICATE OF AUTHENTICATION

This is one of the Notes designated above and referred to in the within-mentioned Indenture.

[                       ],

not in its individual capacity but solely as Indenture Trustee

By:

Authorized Signatory

B-6

EXHIBIT C

FORM OF CLASS C NOTE

UNLESS THIS NOTE IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE OF THE DEPOSITORY TRUST COMPANY, A NEW YORK CORPORATION (“DTC”), TO THE TRUST OR ITS AGENT FOR REGISTRATION OF TRANSFER, EXCHANGE OR PAYMENT, AND ANY NOTE ISSUED IS REGISTERED IN THE NAME OF CEDE & CO. OR IN SUCH OTHER NAME AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC (AND ANY PAYMENT IS MADE TO CEDE & CO. OR TO SUCH OTHER ENTITY AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC), ANY TRANSFER, PLEDGE OR OTHER USE HEREOF FOR VALUE OR OTHERWISE BY OR TO ANY PERSON IS WRONGFUL INASMUCH AS THE REGISTERED OWNER HEREOF, CEDE & CO., HAS AN INTEREST HEREIN.

THIS SECURITY IS NOT A SAVINGS ACCOUNT OR DEPOSIT AND IT IS NOT INSURED BY THE UNITED STATES OR ANY AGENCY OR FUND OF THE UNITED STATES.

THE PRINCIPAL OF THIS NOTE IS PAYABLE IN INSTALLMENTS AS SET FORTH HEREIN.  ACCORDINGLY, THE OUTSTANDING PRINCIPAL AMOUNT OF THIS NOTE AT ANY TIME MAY BE LESS THAN THE AMOUNT SHOWN ON THE FACE HEREOF.

HARLEY-DAVIDSON MOTORCYCLE TRUST [             ]

[    ]% MOTORCYCLE CONTRACT BACKED NOTES,

CLASS C

REGISTERED	$
No. R-	CUSIP No.

Harley-Davidson Motorcycle Trust [             ], a statutory trust organized and existing under the laws of the State of Delaware (herein referred to as the “Issuer”), for value received, hereby promises to pay to [           ], or registered assigns, the principal sum of              ($          ) payable on the earlier of the Distribution Date occurring in [                  ] (the “Class C Final Distribution Date”) and the Redemption Date, if any, pursuant to Section 10.01 of the Indenture referred to herein.  No payments of principal of the Class C Notes shall be made until the principal of the Class A Notes and the Class B Notes has been paid in full.  Any capitalized term utilized but not defined herein shall have the meaning set forth in the Indenture (as hereinafter defined).

The Issuer will pay interest on this Note at the rate per annum shown above on each Distribution Date until the principal of this Note is paid or made available for payment, on the principal amount of this Note outstanding on the preceding Distribution Date (after giving effect to all payments of principal made on the preceding Distribution Date), subject to certain limitations contained in Section 3.01 of the Indenture.  Interest on this Note will accrue for each Distribution Date during the related Interest Period and will be computed on the basis of a 360-day year of twelve 30-day months.  Such principal of and interest on this Note shall be paid in the manner specified herein.

C-1

The principal of and interest on this Note are payable in such coin or currency of the United States of America as at the time of payment is legal tender for payment of public and private debts. All payments made by the Issuer with respect to this Note shall be applied first to interest due and payable on this Note as provided above and then to the unpaid principal of this Note.

This Note is one of a duly authorized issue of Notes of the Issuer, designated as its [    ]% Motorcycle Contract Backed Notes, Class C (the “Class C Notes”), all issued under an Indenture, dated as of [                  ] (the “Indenture”), between the Issuer and [                          ], as Indenture Trustee (the “Indenture Trustee”), to which Indenture and all indentures supplemental thereto reference is hereby made for a statement of the respective rights and obligations thereunder of the Issuer, the Indenture Trustee and the Holders of the Notes.  The Class C Notes are subject to all terms of the Indenture.  All terms used in this Note that are defined in the Indenture or the Sale and Servicing Agreement, as supplemented or amended, shall have the meanings assigned to them in or pursuant to the Indenture or the Sale and Servicing Agreement, as the case may be, as so supplemented or amended.

The Class C Notes and the other Classes of Notes described in the Indenture (collectively, the “Notes”) are and will be equally and ratably secured by the collateral pledged as security therefor as provided in the Indenture subject to the priorities of allocations as to interest and principal payments as described in the Sale and Servicing Agreement.

Principal of the Class C Notes will be payable on the earlier of the Class C Final Distribution Date and the Redemption Date, if any, established pursuant to Section 10.01(a) or 10.01(b) of the Indenture.  Notwithstanding the foregoing, the entire unpaid principal amount of the Class C Notes shall be due and payable on the date on which the maturity of the Notes shall have been accelerated following the occurrence of an Event of Default in the manner provided in the Indenture.  All principal payments on the Class C Notes shall be made pro rata to the Class C Noteholders entitled thereto.

Payments of interest on this Note due and payable on each Distribution Date shall be made by wire transfer to the account of the Person whose name appears as the Registered Holder of this Note (or one or more Predecessor Notes) on the Note Register as of the close of business on the related Record Date, except that with respect to Notes registered on the Record Date in the name of the nominee of the Clearing Agency (initially, such nominee to be Cede & Co.), payments will be made by wire transfer in immediately available funds to the account designated by such nominee.  Any reduction in the principal amount of this Note (or any one or more Predecessor Notes) affected by any payments made on any Distribution Date shall be binding upon all future Holders of this Note and of any Note issued upon the registration of transfer hereof or in exchange hereof or in lieu hereof, whether or not noted hereon.  If funds are expected to be available, as provided in the Indenture, for payment in full of the then remaining unpaid principal amount of this Note on a Distribution Date, then the Indenture Trustee, in the name of and on behalf of the Issuer, will notify the Person who was the Registered Holder hereof as of the Record Date preceding such Distribution Date by notice mailed within five days before such Distribution Date and the amount then due and payable shall be payable only upon presentation and surrender of this Note at the Indenture Trustee’s Corporate Trust Office or at the office of the Indenture Trustee’s agent appointed for such purposes located in the City of [Wilmington, Delaware].

The Issuer shall pay interest on overdue installments of interest at the Class C Rate to the extent lawful.

C-2

As provided in the Indenture, the Notes may be redeemed pursuant to Section 10.01(a) of the Indenture, in whole, but not in part, at the option of the Servicer, on any Distribution Date on or after the date on which the Pool Balance is less than 10% of the Pool Balance as of the Cutoff Date.

As provided in the Indenture and subject to certain limitations set forth therein, the transfer of this Note may be registered on the Note Register upon surrender of this Note for registration of transfer at the office or agency designated by the Issuer pursuant to the Indenture, duly endorsed by, or accompanied by a written instrument of transfer in form satisfactory to the Indenture Trustee duly executed by, the Holder hereof or his attorney duly authorized in writing, with such signature guaranteed by an eligible guarantor institution which is a participant in the Securities Transfer Agent’s Medallion Program (STAMP) or similar signature guarantee program, and such other documents as the Indenture Trustee may require, and thereupon one or more new Class C Notes of authorized denominations and in the same aggregate principal amount will be issued to the designated transferee or transferees.  No service charge will be charged for any registration of transfer or exchange of this Note, but the transferor may be required to pay a sum sufficient to cover any tax or other governmental charge that may be imposed in connection with any such registration of transfer or exchange.

Each Noteholder, by acceptance of a Note or a beneficial interest in a Note, covenants and agrees that no recourse may be taken, directly or indirectly, with respect to the obligations of the Issuer, the Owner Trustee or the Indenture Trustee on the Notes or under the Indenture or any certificate or other writing delivered in connection therewith, against (i) the Indenture Trustee or the Owner Trustee in their individual capacities, (ii) any owner of a beneficial interest in the Issuer or (iii) any partner, owner, beneficiary, agent, officer, director or employee of the Indenture Trustee or the Owner Trustee in their individual capacities, any holder of a beneficial interest in the Issuer, the Owner Trustee or the Indenture Trustee or of any successor or assign of the Indenture Trustee or the Owner Trustee in their individual capacities, except as any such Person may have expressly agreed and except that any such partner, owner or beneficiary shall be fully liable, to the extent provided by applicable law, for any unpaid consideration for stock, unpaid capital contribution or failure to pay any installment or call owing to such entity.

Each Noteholder, by acceptance of a Note or a beneficial interest in a Note, covenants and agrees that by accepting the benefits of the Indenture and such Note that such Noteholder will not at any time institute against the Trust Depositor or the Issuer, or join in any institution against the Trust Depositor or the Issuer of any bankruptcy, reorganization, arrangement, insolvency or liquidation proceedings under any United States federal or state bankruptcy or similar law in connection with any obligations relating to the Notes, the Indenture or the Transaction Documents.

The Issuer has entered into the Indenture, and this Note is issued, with the intention that, for federal, state and local income, single business and franchise tax purposes, the Notes will qualify as indebtedness secured by the Collateral.  Each Noteholder, by acceptance of a Note or a beneficial interest in a Note, agrees to treat the Notes for federal, state and local income, single business and franchise tax purposes as indebtedness of the Issuer.

Prior to the due presentment for registration of transfer of this Note, the Issuer and the Indenture Trustee and any agent of the Issuer and the Indenture Trustee may treat the Person in whose name this Note (as of the day of determination or as of such other date as may be specified in the Indenture) is registered as the owner hereof for all purposes, whether or not this Note be overdue, and neither the Issuer, the Indenture Trustee nor any such agent shall be affected by notice to the contrary.

C-3

The Indenture permits, with certain exceptions as therein provided, the amendment thereof and the modification of the rights and obligations of the Issuer and the rights of the Holders of the Notes under the Indenture at any time by the Issuer and the Indenture Trustee, with the consent of the Required Holders.  The Indenture also contains provisions permitting the Holders of the Notes representing specified percentages of the Outstanding Amount of the Notes, on behalf of the Holders of all the Notes, to waive compliance by the Issuer with certain provisions of the Indenture and certain past defaults under the Indenture and their consequences.  Any such consent or waiver by the Holder of this Note (or any one of more Predecessor Notes) shall be conclusive and binding upon such Holder and upon all future Holders of this Note and of any Note issued upon the registration of transfer hereof or in exchange hereof or in lieu hereof whether or not notation of such consent or waiver is made upon this Note.  The Indenture also permits the Indenture Trustee to amend or waive certain terms and conditions set forth in the Indenture without the consent of Holders of the Notes issued thereunder.

Each Noteholder, by acceptance of a Note or a beneficial interest in a Note, is deemed to represent that (i) it is not, and is not acquiring and will not hold a Note or a beneficial interest in a Note on behalf of or with “plan assets” (as determined under Department of Labor Regulations Section 2510.3-101 or otherwise) of a Plan, or any employee benefit plan subject to Similar Law, or (ii) its acquisition, holding and disposition of a Note or a beneficial interest in a Note do not give rise to a nonexempt prohibited transaction under Section 406 of ERISA or Section 4975 of the Code, or any Similar Law.  Each Noteholder, by acceptance of a Note or a beneficial interest in a Note is deemed to make one of the foregoing representations.

The Notes are issuable only in registered form in denominations as provided in the Indenture, subject to certain limitations therein set forth.

This Note and the Indenture shall be construed in accordance with the laws of the State of Illinois, and the obligations, rights and remedies of the parties hereunder and thereunder shall be determined in accordance with such laws.

No reference herein to the Indenture and no provision of this Note or of the Indenture shall alter or impair the obligation of the Issuer, which is absolute and unconditional, to pay the principal of and interest on this Note at the times, place, and rate, and in the coin or currency herein prescribed.

Unless the certificate of authentication hereon has been executed by the Indenture Trustee whose name appears below by manual signature, this Note shall not be entitled to any benefit under the Indenture, or be valid or obligatory for any purpose.

C-4

IN WITNESS WHEREOF, the Issuer has caused this instrument to be signed, manually or in facsimile, by an Authorized Officer, as of the date set forth below.

Date: [             ]	HARLEY-DAVIDSON MOTORCYCLE TRUST [             ]
	By:	[                       ], not in its individual capacity but solely on behalf of the Issuer as Owner Trustee, under the Trust Agreement
	By:
	Printed Name:
	Title:

C-5

INDENTURE TRUSTEE’S CERTIFICATE OF AUTHENTICATION

This is one of the Notes designated above and referred to in the within-mentioned Indenture.

[                       ],

not in its individual capacity but solely as Indenture Trustee

By:

Authorized Signatory

C-6

EXHIBIT D

FORM OF CLASS D NOTE

UNLESS THIS NOTE IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE OF THE DEPOSITORY TRUST COMPANY, A NEW YORK CORPORATION (“DTC”), TO THE TRUST OR ITS AGENT FOR REGISTRATION OF TRANSFER, EXCHANGE OR PAYMENT, AND ANY NOTE ISSUED IS REGISTERED IN THE NAME OF CEDE & CO. OR IN SUCH OTHER NAME AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC (AND ANY PAYMENT IS MADE TO CEDE & CO. OR TO SUCH OTHER ENTITY AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC), ANY TRANSFER, PLEDGE OR OTHER USE HEREOF FOR VALUE OR OTHERWISE BY OR TO ANY PERSON IS WRONGFUL INASMUCH AS THE REGISTERED OWNER HEREOF, CEDE & CO., HAS AN INTEREST HEREIN.

THIS SECURITY IS NOT A SAVINGS ACCOUNT OR DEPOSIT AND IT IS NOT INSURED BY THE UNITED STATES OR ANY AGENCY OR FUND OF THE UNITED STATES.

THE PRINCIPAL OF THIS NOTE IS PAYABLE IN INSTALLMENTS AS SET FORTH HEREIN.  ACCORDINGLY, THE OUTSTANDING PRINCIPAL AMOUNT OF THIS NOTE AT ANY TIME MAY BE LESS THAN THE AMOUNT SHOWN ON THE FACE HEREOF.

HARLEY-DAVIDSON MOTORCYCLE TRUST [             ]

[    ]% MOTORCYCLE CONTRACT BACKED NOTES,

CLASS D

REGISTERED	$
No. R-	CUSIP No.

Harley-Davidson Motorcycle Trust [             ], a statutory trust organized and existing under the laws of the State of Delaware (herein referred to as the “Issuer”), for value received, hereby promises to pay to [           ], or registered assigns, the principal sum of              ($          ) payable on the earlier of the Distribution Date occurring in [              ] (the “Class D Final Distribution Date”) and the Redemption Date, if any, pursuant to Section 10.01 of the Indenture referred to herein.  No payments of principal of the Class D Notes shall be made until the principal of the Class A Notes, the Class B Notes and the Class C Notes has been paid in full.  Any capitalized term utilized but not defined herein shall have the meaning set forth in the Indenture (as hereinafter defined).

The Issuer will pay interest on this Note at the rate per annum shown above on each Distribution Date until the principal of this Note is paid or made available for payment, on the principal amount of this Note outstanding on the preceding Distribution Date (after giving effect to all payments of principal made on the preceding Distribution Date), subject to certain limitations contained in Section 3.01 of the Indenture.  Interest on this Note will accrue for each Distribution Date during the related Interest Period and will be computed on the basis of a 360-day year of twelve 30-day months.  Such principal of and interest on this Note shall be paid in the manner specified herein.

D-1

The principal of and interest on this Note are payable in such coin or currency of the United States of America as at the time of payment is legal tender for payment of public and private debts. All payments made by the Issuer with respect to this Note shall be applied first to interest due and payable on this Note as provided above and then to the unpaid principal of this Note.

This Note is one of a duly authorized issue of Notes of the Issuer, designated as its [    ]% Motorcycle Contract Backed Notes, Class D (the “Class D Notes”), all issued under an Indenture, dated as of [                      ] (the “Indenture”), between the Issuer and [                         ], as Indenture Trustee (the “Indenture Trustee”), to which Indenture and all indentures supplemental thereto reference is hereby made for a statement of the respective rights and obligations thereunder of the Issuer, the Indenture Trustee and the Holders of the Notes.  The Class D Notes are subject to all terms of the Indenture.  All terms used in this Note that are defined in the Indenture or the Sale and Servicing Agreement, as supplemented or amended, shall have the meanings assigned to them in or pursuant to the Indenture or the Sale and Servicing Agreement, as the case may be, as so supplemented or amended.

The Class D Notes and the other Classes of Notes described in the Indenture (collectively, the “Notes”) are and will be equally and ratably secured by the collateral pledged as security therefor as provided in the Indenture subject to the priorities of allocations as to interest and principal payments as described in the Sale and Servicing Agreement.

Principal of the Class D Notes will be payable on the earlier of the Class D Final Distribution Date and the Redemption Date, if any, established pursuant to Section 10.01(a) or 10.01(b) of the Indenture.  Notwithstanding the foregoing, the entire unpaid principal amount of the Class D Notes shall be due and payable on the date on which the maturity of the Notes shall have been accelerated following the occurrence of an Event of Default in the manner provided in the Indenture.  All principal payments on the Class D Notes shall be made pro rata to the Class D Noteholders entitled thereto.

Payments of interest on this Note due and payable on each Distribution Date shall be made by wire transfer to the account of the Person whose name appears as the Registered Holder of this Note (or one or more Predecessor Notes) on the Note Register as of the close of business on the related Record Date, except that with respect to Notes registered on the Record Date in the name of the nominee of the Clearing Agency (initially, such nominee to be Cede & Co.), payments will be made by wire transfer in immediately available funds to the account designated by such nominee.  Any reduction in the principal amount of this Note (or any one or more Predecessor Notes) affected by any payments made on any Distribution Date shall be binding upon all future Holders of this Note and of any Note issued upon the registration of transfer hereof or in exchange hereof or in lieu hereof, whether or not noted hereon.  If funds are expected to be available, as provided in the Indenture, for payment in full of the then remaining unpaid principal amount of this Note on a Distribution Date, then the Indenture Trustee, in the name of and on behalf of the Issuer, will notify the Person who was the Registered Holder hereof as of the Record Date preceding such Distribution Date by notice mailed within five days before such Distribution Date and the amount then due and payable shall be payable only upon presentation and surrender of this Note at the Indenture Trustee’s Corporate Trust Office or at the office of the Indenture Trustee’s agent appointed for such purposes located in the City of [Wilmington, Delaware].

The Issuer shall pay interest on overdue installments of interest at the Class D Rate to the extent lawful.

D-2

As provided in the Indenture, the Notes may be redeemed pursuant to Section 10.01(a) of the Indenture, in whole, but not in part, at the option of the Servicer, on any Distribution Date on or after the date on which the Pool Balance is less than 10% of the Pool Balance as of the Cutoff Date.

As provided in the Indenture and subject to certain limitations set forth therein, the transfer of this Note may be registered on the Note Register upon surrender of this Note for registration of transfer at the office or agency designated by the Issuer pursuant to the Indenture, duly endorsed by, or accompanied by a written instrument of transfer in form satisfactory to the Indenture Trustee duly executed by, the Holder hereof or his attorney duly authorized in writing, with such signature guaranteed by an eligible guarantor institution which is a participant in the Securities Transfer Agent’s Medallion Program (STAMP) or similar signature guarantee program, and such other documents as the Indenture Trustee may require, and thereupon one or more new Class D Notes of authorized denominations and in the same aggregate principal amount will be issued to the designated transferee or transferees.  No service charge will be charged for any registration of transfer or exchange of this Note, but the transferor may be required to pay a sum sufficient to cover any tax or other governmental charge that may be imposed in connection with any such registration of transfer or exchange.

Each Noteholder, by acceptance of a Note or a beneficial interest in a Note, covenants and agrees that no recourse may be taken, directly or indirectly, with respect to the obligations of the Issuer, the Owner Trustee or the Indenture Trustee on the Notes or under the Indenture or any certificate or other writing delivered in connection therewith, against (i) the Indenture Trustee or the Owner Trustee in their individual capacities, (ii) any owner of a beneficial interest in the Issuer or (iii) any partner, owner, beneficiary, agent, officer, director or employee of the Indenture Trustee or the Owner Trustee in their individual capacities, any holder of a beneficial interest in the Issuer, the Owner Trustee or the Indenture Trustee or of any successor or assign of the Indenture Trustee or the Owner Trustee in their individual capacities, except as any such Person may have expressly agreed and except that any such partner, owner or beneficiary shall be fully liable, to the extent provided by applicable law, for any unpaid consideration for stock, unpaid capital contribution or failure to pay any installment or call owing to such entity.

Each Noteholder, by acceptance of a Note or a beneficial interest in a Note, covenants and agrees that by accepting the benefits of the Indenture and such Note that such Noteholder will not at any time institute against the Trust Depositor or the Issuer, or join in any institution against the Trust Depositor or the Issuer of any bankruptcy, reorganization, arrangement, insolvency or liquidation proceedings under any United States federal or state bankruptcy or similar law in connection with any obligations relating to the Notes, the Indenture or the Transaction Documents.

The Issuer has entered into the Indenture, and this Note is issued, with the intention that, for federal, state and local income, single business and franchise tax purposes, the Notes will qualify as indebtedness secured by the Collateral.  Each Noteholder, by acceptance of a Note or a beneficial interest in a Note, agrees to treat the Notes for federal, state and local income, single business and franchise tax purposes as indebtedness of the Issuer.

Prior to the due presentment for registration of transfer of this Note, the Issuer and the Indenture Trustee and any agent of the Issuer and the Indenture Trustee may treat the Person in whose name this Note (as of the day of determination or as of such other date as may be specified in the Indenture) is registered as the owner hereof for all purposes, whether or not this Note be overdue, and neither the Issuer, the Indenture Trustee nor any such agent shall be affected by notice to the contrary.

D-3

The Indenture permits, with certain exceptions as therein provided, the amendment thereof and the modification of the rights and obligations of the Issuer and the rights of the Holders of the Notes under the Indenture at any time by the Issuer and the Indenture Trustee, with the consent of the Required Holders.  The Indenture also contains provisions permitting the Holders of the Notes representing specified percentages of the Outstanding Amount of the Notes, on behalf of the Holders of all the Notes, to waive compliance by the Issuer with certain provisions of the Indenture and certain past defaults under the Indenture and their consequences.  Any such consent or waiver by the Holder of this Note (or any one of more Predecessor Notes) shall be conclusive and binding upon such Holder and upon all future Holders of this Note and of any Note issued upon the registration of transfer hereof or in exchange hereof or in lieu hereof whether or not notation of such consent or waiver is made upon this Note.  The Indenture also permits the Indenture Trustee to amend or waive certain terms and conditions set forth in the Indenture without the consent of Holders of the Notes issued thereunder.

Each Noteholder, by acceptance of a Note or a beneficial interest in a Note, is deemed to represent that (i) it is not, and is not acquiring and will not hold a Note or a beneficial interest in a Note on behalf of or with “plan assets” (as determined under Department of Labor Regulations Section 2510.3-101 or otherwise) of a Plan, or any employee benefit plan subject to Similar Law, or (ii) its acquisition, holding and disposition of a Note or a beneficial interest in a Note do not give rise to a nonexempt prohibited transaction under Section 406 of ERISA or Section 4975 of the Code, or any Similar Law.  Each Noteholder, by acceptance of a Note or a beneficial interest in a Note is deemed to make one of the foregoing representations.

The Notes are issuable only in registered form in denominations as provided in the Indenture, subject to certain limitations therein set forth.

This Note and the Indenture shall be construed in accordance with the laws of the State of Illinois, and the obligations, rights and remedies of the parties hereunder and thereunder shall be determined in accordance with such laws.

No reference herein to the Indenture and no provision of this Note or of the Indenture shall alter or impair the obligation of the Issuer, which is absolute and unconditional, to pay the principal of and interest on this Note at the times, place, and rate, and in the coin or currency herein prescribed.

Unless the certificate of authentication hereon has been executed by the Indenture Trustee whose name appears below by manual signature, this Note shall not be entitled to any benefit under the Indenture, or be valid or obligatory for any purpose.

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IN WITNESS WHEREOF, the Issuer has caused this instrument to be signed, manually or in facsimile, by an Authorized Officer, as of the date set forth below.

Date: [             ]	HARLEY-DAVIDSON MOTORCYCLE TRUST [             ]
	By:	[                       ], not in its individual capacity but solely on behalf of the Issuer as Owner Trustee, under the Trust Agreement
	By:
	Printed Name:
	Title:

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INDENTURE TRUSTEE’S CERTIFICATE OF AUTHENTICATION

This is one of the Notes designated above and referred to in the within-mentioned Indenture.

[                       ],

not in its individual capacity but solely as Indenture Trustee

By:

Authorized Signatory

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EXHIBIT E

FORM OF NOTE DEPOSITORY AGREEMENT

E-1

EX-4.3

Exhibit 4.3

ASSET REPRESENTATIONS REVIEW AGREEMENT

HARLEY-DAVIDSON MOTORCYCLE TRUST [           ],

as Issuer

and

HARLEY-DAVIDSON CREDIT CORP.,

as Servicer

[                     ],

as Indenture Trustee

and

[                     ],

as Asset Representations Reviewer

Dated as of [          ]

TABLE OF CONTENTS

ARTICLE I. USAGE AND DEFINITIONS		1
Section 1.01	Usage and Definitions	1
Section 1.02	Definitions	1
ARTICLE II. ENGAGEMENT; ACCEPTANCE		2
Section 2.01	Engagement; Acceptance	2
Section 2.02	Confirmation of Status	2
ARTICLE III. ASSET REPRESENTATIONS REVIEW PROCESS		3
Section 3.01	Review Notices and Identification of Review Contracts	3
Section 3.02	Review Materials	3
Section 3.03	Performance of Reviews	3
Section 3.04	Review Report	4
Section 3.05	Review Representatives	5
Section 3.06	Dispute Resolution	5
Section 3.07	Limitations on Review Obligations	5
ARTICLE IV. ASSET REPRESENTATIONS REVIEWER		6
Section 4.01	Representations and Warranties of the Asset Representations Reviewer	6
Section 4.02	Fees and Expenses	7
Section 4.03	Limitation on Liability	8
Section 4.04	Indemnification by Asset Representations Reviewer	8
Section 4.05	Indemnification of Asset Representations Reviewer	8
Section 4.06	Inspections of Asset Representations Reviewer	9
Section 4.07	Delegation of Obligations	9
Section 4.08	Confidential Information	9
Section 4.09	Personally Identifiable Information	11
ARTICLE V. REMOVAL, RESIGNATION		12
Section 5.01	Eligibility of the Asset Representations Reviewer	12
Section 5.02	Resignation and Removal of Asset Representations Reviewer	12
Section 5.03	Successor Asset Representations Reviewer	13
Section 5.04	Merger, Consolidation or Succession	13
ARTICLE VI. OTHER AGREEMENTS		14
Section 6.01	Independence of the Asset Representations Reviewer	14
Section 6.02	No Petition	14
Section 6.03	Limitation of Liability of Owner Trustee	14
Section 6.04	Termination of Agreement	14
ARTICLE VII. MISCELLANEOUS PROVISIONS		14
Section 7.01	Amendments	14
Section 7.02	Assignment; Benefit of Agreement; Third Party Beneficiaries	15
Section 7.03	Notices	15
Section 7.04	GOVERNING LAW	16

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Section 7.05	WAIVER OF JURY TRIAL	16
Section 7.06	No Waiver; Remedies	16
Section 7.07	Severability	16
Section 7.08	Headings	16
Section 7.09	Counterparts	16
Schedule A — Review Materials
Schedule B — Representations, Warranties and Tests

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This ASSET REPRESENTATIONS REVIEW AGREEMENT (this “Agreement”), entered into as of the [   ] day of [          ], 20[  ], by and among HARLEY-DAVIDSON MOTORCYCLE TRUST [         ] (together with its successors and assigns, the “Issuer”), HARLEY-DAVIDSON CREDIT CORP. (solely in its capacity as Servicer, together with its successor and assigns, the “Servicer”), [                       ], as Indenture trustee (the “Indenture Trustee”), and [                       ] (the “Asset Representations Reviewer”).

WHEREAS,  the Issuer will engage the Asset Representations Reviewer to perform reviews of certain Contracts for compliance with certain representations and warranties made with respect thereto; and

WHEREAS, the Asset Representations Reviewer desires to perform such reviews of Contracts in accordance with the terms of this Agreement.

NOW, THEREFORE, in consideration of the mutual agreements herein contained and other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties hereto, intending to be legally bound hereby, agree as follows:

ARTICLE I.

USAGE AND DEFINITIONS

Section 1.01Usage and Definitions.

Unless otherwise defined in this Agreement, capitalized terms used herein (including in the preamble above) shall have the meanings assigned to them in the Sale and Servicing Agreement.

Section 1.02Definitions.

Whenever used in this Agreement, the following words and phrases shall have the following meanings:

“Annual Fee” has the meaning stated in Section 4.02(a).

“Confidential Information” has the meaning stated in Section 4.08(b).

“Eligible Representations” shall mean those representations identified within the “Tests” included in Schedule B.

“Information Recipients” has the meaning stated in Section 4.08(a).

“Indemnified Person” has the meaning stated in Section 4.05(a).

“Indenture” means the Indenture, dated as of [          ], 20[  ], between the Issuer and the Indenture Trustee, as the same may be amended, supplemented or modified from time to time.

“Indenture Trustee” means [          ], as indenture trustee under the Indenture, and any successor thereto.

“Issuer PII” has the meaning stated in Section 4.09(a).

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“PII” has the meaning stated in Section 4.09(a).

“Review” means the completion by the Asset Representations Reviewer of the procedures listed under “Tests” in Schedule B for each Review Contract as further described in Section 3.03.

“Review Contracts” means those Contracts identified by the Servicer as requiring a Review by the Asset Representations Reviewer following receipt of a Review Notice according to Section 3.01.

“Review Fee” has the meaning stated in Section 4.02(b).

“Review Materials” means the documents, data, and other information required for each “Test” in Schedule A.

“Review Notice” means a notice delivered to the Asset Representations Reviewer by the [Indenture Trustee] pursuant to Section [  ] of the [Indenture].

“Review Report” has the meaning stated in Section 3.04.

“Sale and Servicing Agreement” means the Sale and Servicing Agreement, dated as of [          ], 20[  ], between the Issuer, Harley-Davidson Customer Funding Corp., as Trust Depositor, and the Servicer, as the same may be amended, supplemented or modified from time to time.

“Tests” mean the procedures listed in Schedule B as applied to the process described in Section 3.03.

“Test Complete” has the meeting stated in Section 3.03(c).

“Test Fail” has the meaning stated in Section 3.03(a).

“Test Pass” has the meaning stated in Section 3.03(a).

ARTICLE II.

ENGAGEMENT; ACCEPTANCE

Section 2.01Engagement; Acceptance.

The Issuer hereby engages [Clayton Fixed Income Services LLC] to act as the Asset Representations Reviewer for the Issuer.  [Clayton Fixed Income Services LLC] accepts the engagement and agrees to perform the obligations of the Asset Representations Reviewer on the terms stated in this Agreement.

Section 2.02Confirmation of Status.

The parties confirm that the Asset Representations Reviewer is not responsible for (a) reviewing the Contracts for compliance with the representations and warranties under the Transaction Documents, except as described in this Agreement, or (b) determining whether noncompliance with the representations or warranties constitutes a breach of the Transaction Documents.

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ARTICLE III.

ASSET REPRESENTATIONS REVIEW PROCESS

Section 3.01Review Notices and Identification of Review Contracts.

On receipt of a Review Notice from the Indenture Trustee according to Section 7.04 of the Indenture, the Asset Representations Reviewer will start a Review.  Once the Review Notice is issued, the Servicer will provide the list of Review Contracts to the Asset Representations Reviewer within sixty (60) days.

The Asset Representations Reviewer will not be obligated to start a Review until a Review Notice, the related list of Review Contracts, and the initial delivery of the Review Materials as described in Section 3.02 is received.  The Asset Representations Reviewer is not obligated to verify (i) whether the Indenture Trustee properly determined that a Review Notice was required or (ii) the accuracy or completeness of the list of Review Contracts provided by the Servicer.

Section 3.02Review Materials.

(a)Access to Review Materials.  Within sixty (60) days of the delivery of a Review Notice, the Servicer will provide the Asset Representations Reviewer with access to the Review Materials for all Review Contracts in one or more of the following ways: (i) by providing access to the Servicer’s systems, either remotely or at an office of the Servicer, (ii) by electronic posting to a password-protected website to which the Asset Representations Reviewer has access, (iii) by providing originals or photocopies at an office of the Servicer or (iv) in another manner agreed by the Servicer and the Asset Representations Reviewer.  The Servicer may redact or remove Personally Identifiable Information from the Review Materials without changing the meaning or usefulness of the Review Materials.  The Asset Representations Reviewer shall be entitled to rely in good faith, without independent investigation or verification, that the Review Materials are accurate and complete in all material respects, and not misleading in any material respect.

(b)Missing or Insufficient Review Materials.  The Asset Representations Reviewer will review the Review Materials to determine if any Review Materials are missing or insufficient for the Asset Representations Reviewer to perform any Test.  If the Asset Representations Reviewer determines any missing or insufficient Review Materials, the Asset Representations Reviewer will notify the Servicer promptly, and in any event no less than twenty (20) days before completing the Review.  The Servicer will have fifteen (15) days to give the Asset Representations Reviewer access to the missing Review Materials or other documents or information to correct the insufficiency.  If the missing Review Materials or other documents have not been provided by the Servicer within fifteen (15) days, the related Review Report will  report a Test Fail for each Test that requires use of the missing or insufficient Review Materials.

Section 3.03Performance of Reviews.

(a)Test Procedures. For a Review, the Asset Representations Reviewer will perform, for each Review Contract, the procedures listed under “Tests” in Schedule B for each Eligible Representation.  In the course of its review, the Asset Representations Reviewer will use the Review Materials listed in Schedule A.  For each Test and Review Contract, the Asset Representations

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Reviewer will determine if the Test has been satisfied (a “Test Pass”) or if the Test has not been satisfied (a “Test Fail”).

(b)Review Period.  The Asset Representations Reviewer will complete the Review within sixty (60) days of receiving access to the Review Materials.  However, if additional Review Materials are provided to the Asset Representations Reviewer as described in Section 3.02(b), the Review period will be extended for an additional thirty (30) days.

(c)Completion of Review for Certain Review Contracts.  Following the delivery of the list of the Review Contracts and before the delivery of the Review Report by the Asset Representations Reviewer, the Servicer may notify the Asset Representations Reviewer if a Review Contract is paid in full by the Obligor or purchased from the Issuer in accordance with the terms of the Transaction Documents.  On receipt of such notice, the Asset Representations Reviewer will immediately terminate all Tests of the related Review Contract, and the Review of such Review Contracts will be considered complete (a “Test Complete”).  In this case, the related Review Report will indicate a Test Complete for such Review Contract and the related reason.

(d)Previously Reviewed Contracts; Duplicative Tests.  If any Review Contract was included in a prior Review, the Asset Representations Reviewer will not conduct additional Tests on such Review Contract, but will include the previously reported Test results in the Review Report for the current Review.  If the same Test is required for more than one representation and warranty, the Asset Representations Reviewer will only perform the Test once for each Review Contract, but will report the results of the Test for each applicable representation and warranty on the Review Report.

(e)Termination of Review.  If a Review is in process and the Notes will be paid in full on the next Distribution Date, the Servicer or the Administrator will notify the Asset Representations Reviewer no less than ten (10) days before that Distribution Date.  On receipt of such notice, the Asset Representations Reviewer will terminate the Review immediately and will not be obligated to deliver a Review Report.

(f)Review Systems; Personnel.  The Asset Representations Reviewer will maintain business process management and/or other systems necessary to ensure that it can perform each Test and, on execution of this Agreement, will load each Test into these systems. The Asset Representations Reviewer will ensure that these systems allow for each Review Contract and the related Review Materials to be individually tracked and stored as contemplated by this Agreement.  The Asset Representations Reviewer will maintain adequate staff that is properly trained to conduct Reviews as required by this Agreement.

Section 3.04Review Report.

Within five (5) days after the end of the applicable Review period under Section 3.03(b), the Asset Representations Reviewer will deliver to the Issuer, the Servicer, and the Indenture Trustee a Review Report indicating for each Review Contract whether there was a Test Pass, Test Fail or Test Complete for each related Test.  For each Test Fail or Test Complete, the Review Report will indicate the related reason, including (for example) whether the Review Contract was a Test Fail as a result of missing or incomplete Review Materials.  The Review Report will contain a summary of the Review results to be included in the Issuer’s Form 10-D report for the Collection Period in which the Review Report is received.  The Asset Representations Reviewer will ensure that the Review Report does not contain any PII.  On reasonable request of the Servicer, the Asset Representations Reviewer will provide additional details on the Test results.

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Section 3.05Review Representatives.

(a)Servicer Representative.  The Servicer will designate one or more representatives who will be available to assist the Asset Representations Reviewer in performing the Review, including responding to requests and answering questions from the Asset Representations Reviewer about access to Review Materials on the Servicer’s originations, receivables or other systems, obtaining missing or insufficient Review Materials and/or providing clarification of any Review Materials or Tests.

(b)Asset Representations Review Representative. The Asset Representations Reviewer will designate one or more representatives who will be available to the Issuer, the Servicer and the Administrator during the performance of a Review.

(c)Questions About Review.  The Asset Representations Reviewer will make appropriate personnel available to respond in writing to written questions or requests for clarification of any Review Report from the Indenture Trustee or the Servicer until the earlier of (i) the payment in full of the Notes and (ii) one year after the delivery of the Review Report.  The Asset Representations Reviewer will not be obligated to respond to questions or requests for clarification from Noteholders or any other Person and will direct such Persons to submit written questions or requests to the Indenture Trustee.

Section 3.06Dispute Resolution.

If a Review Contract that was the subject of a Review becomes the subject of a dispute resolution proceeding under Section [  ] of the Sale and Servicing Agreement, the Asset Representations Reviewer will participate in the dispute resolution proceeding on request of a party to the proceeding.  The reasonable out-of-pocket expenses of the Asset Representations Reviewer for its participation in any dispute resolution proceeding will be considered expenses of the requesting party for the dispute resolution and will be paid by a party to the dispute resolution as determined by (i) in the case of arbitration, the arbitrator, and (ii) in the case of mediation, as mutually agreed upon by the parties as part of the mediation.  If not paid by a party to the dispute resolution, the expenses will be reimbursed by the Issuer according to Section 4.02(d) of this Agreement.

Section 3.07Limitations on Review Obligations.

(a)Review Process Limitations.  The Asset Representations Reviewer will have no obligation (i) to determine  whether a Delinquency Trigger has occurred or whether the required percentage of Noteholders has voted to direct a Review under the Indenture; (ii) to determine which Contracts are subject to a Review, (iii) to obtain or confirm the validity of the Review Materials, (iv) to obtain missing or insufficient Review Materials except as specifically described herein,(v) to take any action or cause any other party to take any action under any of the Transaction Documents to enforce any remedies for breaches of representations or warranties about the Eligible Representations, (vi) to determine the reason for the delinquency of any Review Contract, the creditworthiness of any Obligor, the overall quality of any Review Contract or the compliance by the Servicer with its covenants with respect to the servicing of such Review Contract, or (vii) to establish cause, materiality or recourse for any failed Test as described in Section 3.03.

(b)Testing Procedure Limitations.  The Asset Representations Reviewer will only be required to perform the “Tests” listed under Schedule B, and will not be obligated to perform additional procedures on any Review Contract or to provide any information other than a Review Report.  However, the Asset Representations Reviewer may provide additional information in a

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Review Report about any Review Contract that it determines in good faith to be material to the Review.

(c)Maintenance of Review Materials.  It will maintain copies of any Review Materials, Review Reports and other documents relating to a Review, including internal correspondence and work papers, for a period of two years after the delivery of any Review Report.

ARTICLE IV.

ASSET REPRESENTATIONS REVIEWER

Section 4.01Representations and Warranties of the Asset Representations Reviewer.

The Asset Representations Reviewer hereby makes the following representations and warranties as of the Closing Date:

(a)Organization and Qualification.  The Asset Representations Reviewer is duly organized and validly existing as a [limited liability company] in good standing under the laws of State of [Delaware].  The Asset Representations Reviewer is qualified as a foreign [limited liability company] in good standing and has obtained all necessary licenses and approvals in all jurisdictions in which the ownership or lease of its properties or the conduct of its activities requires the qualification, license or approval, unless the failure to obtain the qualifications, licenses or approvals would not reasonably be expected to have a material adverse effect on the Asset Representations Reviewer’s ability to perform its obligations under this Agreement.

(b)Power, Authority and Enforceability.  The Asset Representations Reviewer has the power and authority to execute, deliver and perform its obligations under this Agreement.  The Asset Representations Reviewer has authorized the execution, delivery and performance of this Agreement.  This Agreement is the legal, valid and binding obligation of the Asset Representations Reviewer enforceable against the Asset Representations Reviewer, except as may be limited by insolvency, bankruptcy, reorganization or other laws relating to the enforcement of creditors’ rights or by general equitable principles.

(c)No Conflicts and No Violation.  The completion of the transactions  contemplated by this Agreement and the performance of the Asset Representations Reviewer’s obligations under this Agreement will not (i) conflict with, or be a breach or default under, any indenture, loan agreement, guarantee or similar document under which the Asset Representations Reviewer is a debtor or guarantor, (ii) result in the creation or imposition of a Lien on the properties or assets of the Asset Representations Reviewer under the terms of any indenture, loan agreement, guarantee or similar document, (iii) violate the organizational documents of the Asset Representations Reviewer or (iv) violate a law or, to the Asset Representations Reviewer’s knowledge, an order, rule or regulation of a federal or State court, regulatory body, administrative agency or other governmental instrumentality having jurisdiction over the Asset Representations Reviewer or its property that applies to the Asset Representations Reviewer, which, in each case, would reasonably be expected to have a material adverse effect on the Asset Representations Reviewer’s ability to perform its obligations under this Agreement.

(d)No Proceedings.  To the Asset Representations Reviewer’s knowledge, there are no proceedings or investigations pending or threatened in writing before a federal or State court, regulatory body, administrative agency or other governmental instrumentality having jurisdiction over

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the Asset Representations Reviewer or its properties (i) asserting the invalidity of this Agreement, (ii) seeking to prevent the completion of the transactions contemplated by this Agreement or (iii) seeking any determination or ruling that would reasonably be expected to have a material adverse effect on the Asset Representations Reviewer’s ability to perform its obligations under, or the validity or enforceability of, this Agreement.

(e)Eligibility.  The Asset Representations Reviewer meets the eligibility requirements in Section 5.01, and will notify the Issuer and the Servicer promptly if it no longer meets, or reasonably expects that it will no longer meet, the eligibility requirements in Section 5.01.

Section 4.02Fees and Expenses.

(a)Annual Fee.  As compensation for its activities hereunder, the Asset Representations Reviewer shall be entitled to receive an annual fee (the “Annual Fee”) with respect to each Annual Period prior to the termination of the Issuer, in an amount equal to $7,500.00.  The Annual Fee will be paid by the Servicer on the Closing Date and on each anniversary of the Closing Date until this Agreement is terminated.

(b)Review Fee.  Following the completion of a Review and the delivery of the related Review Report pursuant to Section 3.04, or the termination of a Review according to Section 3.03(e), and the delivery to the Servicer of a detailed invoice, the Asset Representations Reviewer will be entitled to a fee of $[    ] for each Review Contract for which the Review was started (the “Review Fee”).  However, no Review Fee will be charged for any Review Contract (i) which was included in a prior Review, (ii) for which no Tests were completed prior to the Asset Representations Reviewer being notified of a termination of the Review according to Section 3.03(e), or (iii) due to missing or insufficient Review Materials under Section 3.02(b).

(c)Reimbursement of Travel Expenses.  If the Servicer provides access to the Review Materials at one of its properties, the Servicer will reimburse the Asset Representations Reviewer for its reasonable travel expenses incurred in connection with the Review upon receipt of a detailed invoice.

(d)Dispute Resolution Expenses.  If the Asset Representations Reviewer participates in a dispute resolution proceeding under Section 3.06 of this Agreement and its reasonable out-of-pocket expenses for participating in the proceeding are not paid by a party to the dispute resolution within ninety (90) days after the end of the proceeding, the Servicer will reimburse the Asset Representations Reviewer for such expenses upon receipt of a detailed invoice.

(e)Payment of Invoices.  When applicable pursuant to this Section 4.02 and Section 4.05, the Asset Representations Reviewer will invoice the Servicer at the notices address set forth in Section 11.04 of the Sale and Servicing Agreement, and all such invoices are payable within thirty (30) days of receipt.  In the event fees, expenses and indemnities of the Asset Representations Reviewer are not paid by the Servicer within thirty (30) days following the Servicer’s receipt of an invoice, the Asset Representations Reviewer will submit invoices to the Issuer (with a copy to the Administrator) at the notices address set forth in Section 11.04 of the Sale and Servicing Agreement, and the Issuer shall [or will cause the Administrator to,] pay all such invoices according to the priority of payments described in Section 7.05 of the Sale and Servicing Agreement on the payment date following the month in which the invoice was received by the Issuer. However, if a Review is terminated according to Section 3.03(e), the Asset Representations Reviewer must submit its invoice to the [Issuer][Administrator] for fees, expenses and indemnities remaining unpaid no later than ten (10) Business Days before the final payment date to be reimbursed on such final payment date.  The

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Servicer acknowledges and agrees that its obligation to reimburse the Asset Representations Reviewer for its fees and expenses pursuant to this Agreement shall not be limited to or reduced by any reduction in Available Amounts on deposit in the related Collection Account.  [For the avoidance of doubt, the aggregate limit on the fees, expenses and indemnities of the Asset Representations Reviewer specified in Section [    ] of the Sale and Servicing Agreement shall not be applied to amounts payable by the Servicer to the Asset Representations Reviewer pursuant to this Section 4.02.]

Section 4.03Limitation on Liability.

The Asset Representations Reviewer will not be liable to any Person for any action taken, or not taken, in good faith under this Agreement or for errors in judgment.  However, the Asset Representations Reviewer will be liable for its willful misconduct, bad faith or negligence in performing its obligations under this Agreement.  In no event will the Asset Representations Reviewer be liable for special, indirect or consequential losses or damages (including lost profit), even if the Asset Representations Reviewer has been advised of the likelihood of the loss or damage and regardless of the form of action.

Section 4.04Indemnification by Asset Representations Reviewer.

The Asset Representations Reviewer will indemnify each of the Issuer, [the Underlying Trust, the Underlying Trustee,] the Seller, the Servicer, the Administrator, the Owner Trustee and the Indenture Trustee and their respective directors, officers, employees and agents for all fees, expenses, losses, damages and liabilities resulting from (a) the willful misconduct, bad faith or negligence of the Asset Representations Reviewer in performing its obligations under this Agreement and (b) the Asset Representations Reviewer’s breach of any of its representations or warranties in this Agreement.  The Asset Representations Reviewer’s obligations under this Section 4.04 will survive the termination of this Agreement, the termination of the Issuer and the resignation or removal of the Asset Representations Reviewer.

Section 4.05Indemnification of Asset Representations Reviewer.

(a)Indemnification.  The Servicer, will, or will cause the Issuer to, indemnify the Asset Representations Reviewer and its officers, directors, employees and agents (each, an “Indemnified Person”), for all costs, expenses, losses, damages and liabilities resulting from the performance of its obligations under this Agreement (including the fees and expenses of defending itself against any loss, damage or liability), but excluding any cost, expense, loss, damage or liability resulting from (i) the Asset Representations Reviewer’s willful misconduct, bad faith or negligence or (ii) the Asset Representations Reviewer’s breach of any of its representations or warranties in this Agreement.

(b)Proceedings.  Promptly on receipt by an Indemnified Person of notice of a Proceeding against it, the Indemnified Person will, if a claim is to be made under Section 4.05(a), notify the Issuer and the Administrator of the Proceeding.  The Servicer may participate in and assume the defense and settlement of a Proceeding at its expense.  If the Servicer notifies the Indemnified Person of its intention to assume the defense of the Proceeding with counsel reasonably satisfactory to the Indemnified Person, and so long as the Servicer assumes the defense of the Proceeding in a manner reasonably satisfactory to the Indemnified Person, the Servicer will not be liable for fees and expenses of counsel to the Indemnified Person unless there is a conflict between the interests of the Servicer or the Issuer, as applicable, and an Indemnified Person.  If there is a conflict, the Servicer will, or will cause the Issuer to, pay for the reasonable fees and expenses of separate counsel to the Indemnified Person.  No settlement of a Proceeding may be made without the

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approval of the Servicer and the Indemnified Person, which approval will not be unreasonably withheld, conditioned or delayed.

(c)Survival of Obligations.  The Servicer’s obligations under this Section 4.05 will survive the resignation or removal of the Asset Representations Reviewer and the termination of this Agreement. The Servicer acknowledges and agrees that its obligation to indemnify the Asset Representations Reviewer shall not be limited to or reduced by any reduction in Available Amounts on deposit in the related Collection Account.  [For the avoidance of doubt, the aggregate limit on the fees, expenses and indemnities of the Asset Representations Reviewer specified in Section [    ] of the Sale and Servicing Agreement shall not be applied to amounts payable by the Servicer to the Asset Representations Reviewer pursuant to this Section 4.05.]

Section 4.06Inspections of Asset Representations Reviewer.

The Asset Representations Reviewer agrees that, with reasonable advance notice not more than once during any year, it will permit authorized representatives of the Issuer, the Servicer or the Administrator, during the Asset Representations Reviewer’s normal business hours, to examine and review the books of account, records, reports and other documents and materials of the Asset Representations Reviewer relating to (a) the performance of the Asset Representations Reviewer’s obligations under this Agreement, (b) payments of fees and expenses of the Asset Representations Reviewer for its performance and (c) a claim made by the Asset Representations Reviewer under this Agreement.  In addition, the Asset Representations Reviewer will permit the Issuer’s, the Servicer’s or the Administrator’s representatives to make copies and extracts of any of those documents and to discuss them with the Asset Representations Reviewer’s officers and employees.  Each of the Issuer, the Servicer and the Administrator will, and will cause its authorized representatives to, hold in confidence the information except if disclosure may be required by law or if the Issuer, the Servicer or the Administrator reasonably determines that it is required to make the disclosure under this Agreement or the other Transaction Documents.  The Asset Representations Reviewer will maintain all relevant books, records, reports and other documents and materials for a period of at least two years after the termination of its obligations under this Agreement.

Section 4.07Delegation of Obligations.  The Asset Representations Reviewer may not delegate or subcontract its obligations under this Agreement to any Person without the consent of the Issuer and the Servicer, which consent will not be unreasonably withheld or delayed.

Section 4.08Confidential Information.

(a)Treatment.  The Asset Representations Reviewer agrees to hold and treat Confidential Information given to it under this Agreement in confidence and under the terms and conditions of this Section 4.08, and will implement and maintain safeguards to further assure the confidentiality of the Confidential Information.  The Confidential Information will not, without the prior consent of the Issuer and the Servicer, be disclosed or used by the Asset Representations Reviewer, or its officers, directors, employees, agents, representatives or affiliates, including legal counsel (collectively, the “Information Recipients”) other than for the purposes of performing Reviews of Review Contracts or performing its obligations under this Agreement.  The Asset Representations Reviewer agrees that it will not, and will cause its Affiliates to not (i) purchase or sell securities issued by [      ] or its Affiliates or special purpose entities on the basis of Confidential Information or (ii) use the Confidential Information for the preparation of research reports, newsletters or other publications or similar communications.

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(b)Definition.  “Confidential Information” means oral, written and electronic materials (irrespective of its source or form of communication) furnished before, on or after the date of this Agreement to the Asset Representations Reviewer for the purposes contemplated by this Agreement, including:

(i)lists of Review Contracts and any related Review Materials;

(ii)origination and servicing guidelines, policies and procedures, and form contracts; and

(iii)notes, analyses, compilations, studies or other documents or records prepared by the Servicer, which contain information supplied by or on behalf of the Servicer or its representatives.

However, Confidential Information will not include information that (A) is or becomes generally available to the public other than as a result of disclosure by the Information Recipients, (B) was available to, or becomes available to, the Information Recipients on a non-confidential basis from a Person or entity other than the Issuer or the Servicer before its disclosure to the Information Recipients who, to the knowledge of the Information Recipient is not bound by a confidentiality agreement with the Issuer or the Servicer and is not prohibited from transmitting the information to the Information Recipients, (C) is independently developed by the Information Recipients without the use of the Confidential Information, as shown by the Information Recipients’ files and records or other evidence in the Information Recipients’ possession or (D) the Issuer or the Servicer provides permission to the applicable Information Recipients to release.

(c)Protection.  The Asset Representations Reviewer will take reasonable measures to protect the secrecy of and avoid disclosure and unauthorized use of Confidential Information, including those measures that it takes to protect its own confidential information and not less than a reasonable standard of care.  The Asset Representations Reviewer acknowledges that Personally Identifiable Information is also subject to the additional requirements in Section 4.09.

(d)Disclosure.  If the Asset Representations Reviewer is required by applicable law, regulation, rule or order issued by an administrative, governmental, regulatory or judicial authority to disclose part of the Confidential Information, it may disclose the Confidential Information.  However, before a required disclosure, the Asset Representations Reviewer, if permitted by law, regulation, rule or order, will use its reasonable efforts to provide the Issuer and the Servicer with notice of the requirement and will cooperate, at the Servicer’s expense, in the Issuer’s and the Servicer’s pursuit of a proper protective order or other relief for the disclosure of the Confidential Information.  If the Issuer or the Servicer is unable to obtain a protective order or other proper remedy by the date that the information is required to be disclosed, the Asset Representations Reviewer will disclose only that part of the Confidential Information that it is advised by its legal counsel it is legally required to disclose.

(e)Responsibility for Information Recipients.  The Asset Representations Reviewer will be responsible for a breach of this Section 4.08 by its Information Recipients.

(f)Violation.  The Asset Representations Reviewer agrees that a violation of this Agreement may cause irreparable injury to the Issuer and the Servicer and the Issuer and the Servicer may seek injunctive relief in addition to legal remedies.  If an action is initiated by the Issuer or the Servicer to enforce this Section 4.08, the prevailing party will be reimbursed for its fees and expenses, including reasonable attorney’s fees, incurred for the enforcement.

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Section 4.09            Personally Identifiable Information.

(a)Definitions.  “Personally Identifiable Information” or “PII” means information in any format about an identifiable individual, including, name, address, phone number, e-mail address, account number(s), identification number(s), any other actual or assigned attribute associated with or identifiable to an individual and any information that when used separately or in combination with other information could identify an individual.  “Issuer PII” means PII furnished by the Issuer, the Servicer or their Affiliates to the Asset Representations Reviewer and PII developed or otherwise collected or acquired by the Asset Representations Reviewer in performing its obligations under this Agreement.

(b)Use of Issuer PII.  The Issuer does not grant the Asset Representations Reviewer any rights to Issuer PII except as provided in this Agreement.  The Asset Representations Reviewer will use Issuer PII only to perform its obligations under this Agreement or as specifically directed in writing by the Issuer and will only reproduce Issuer PII to the extent necessary for these purposes.  The Asset Representations Reviewer must comply with all laws applicable to PII, Issuer PII and the Asset Representations Reviewer’s business, including any legally required codes of conduct, including those relating to privacy, security and data protection.  The Asset Representations Reviewer will protect and secure Issuer PII.  The Asset Representations Reviewer will implement privacy or data protection policies and procedures that comply with applicable law and this Agreement.  The Asset Representations Reviewer will implement and maintain reasonable and appropriate practices, procedures and systems, including administrative, technical and physical safeguards to (i) protect the security, confidentiality and integrity of Issuer PII, (ii) ensure against anticipated threats or hazards to the security or integrity of Issuer PII, (iii) protect against unauthorized access to or use of Issuer PII and (iv) otherwise comply with its obligations under this Agreement.  These safeguards include a written data security plan, employee training, information access controls, restricted disclosures, systems protections (e.g., intrusion protection, data storage protection and data transmission protection) and physical security measures.

(c)Additional Limitations.  In addition to the use and protection requirements described in Section 4.09(b), the Asset Representations Reviewer’s disclosure of Issuer PII is also subject to the following requirements:

(i)The Asset Representations Reviewer will not disclose Issuer PII to its personnel or allow its personnel access to Issuer PII except (A) for the Asset Representations Reviewer personnel who require Issuer PII to perform a Review, (B) with the prior consent of the Issuer or (C) as required by applicable law.  When permitted, the disclosure of or access to Issuer PII will be limited to the specific information necessary for the individual to complete the assigned task.  The Asset Representations Reviewer will inform personnel with access to Issuer PII of the confidentiality requirements in this Agreement and train its personnel with access to Issuer PII on the proper use and protection of Issuer PII.

(ii)The Asset Representations Reviewer will not sell, disclose, provide or exchange Issuer PII with or to any third party without the prior consent of the Issuer.

(d)Notice of Breach.  The Asset Representations Reviewer will notify the Issuer promptly in the event of an actual or reasonably suspected security breach, unauthorized access, misappropriation or other compromise of the security, confidentiality or integrity of Issuer PII and, where applicable, immediately take action to prevent any further breach.

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(e)Return or Disposal of Issuer PII.  Except where return or disposal is prohibited by applicable law, promptly on the earlier of the completion of the Review or the request of the Issuer, all Issuer PII in any medium in the Asset Representations Reviewer’s possession or under its control will be (i) destroyed in a manner that prevents its recovery or restoration or (ii) if so directed by the Issuer, returned to the Issuer without the Asset Representations Reviewer retaining any actual or recoverable copies, in both cases, without charge to the Issuer.  Where the Asset Representations Reviewer retains Issuer PII, the Asset Representations Reviewer will limit the Asset Representations Reviewer’s further use or disclosure of Issuer PII to that required by applicable law.

(f)Compliance; Modification.  The Asset Representations Reviewer will cooperate with and provide information to the Issuer regarding the Asset Representations Reviewer’s compliance with this Section 4.09.  The Asset Representations Reviewer and the Issuer agree to modify this Section 4.09 as necessary for either party to comply with applicable law.

(g)Audit of Asset Representations Reviewer.  The Asset Representations Reviewer will permit the Issuer and its authorized representatives to audit the Asset Representations Reviewer’s compliance with this Section 4.09 during the Asset Representations Reviewer’s normal business hours on reasonable advance notice to the Asset Representations Reviewer, and not more than once during any year unless circumstances necessitate additional audits.  The Issuer agrees to make reasonable efforts to schedule any audit described in this Section 4.09 with the inspections described in Section 4.06.  The Asset Representations Reviewer will also permit the Issuer during normal business hours on reasonable advance notice to audit any service providers used by the Asset Representations Reviewer to fulfill the Asset Representations Reviewer’s obligations under this Agreement.

(h)Affiliates and Third Parties.  If the Asset Representations Reviewer processes the PII of the Issuer’s Affiliates or a third party when performing a Review, and if such Affiliate or third party is identified to the Asset Representations Reviewer, such Affiliate or third party is an intended third-party beneficiary of this Section 4.09, and this Agreement is intended to benefit the Affiliate or third party.  The Affiliate or third party may enforce the PII related terms of this Section 4.09 against the Asset Representations Reviewer as if each were a signatory to this Agreement.

ARTICLE V.

REMOVAL, RESIGNATION

Section 5.01            Eligibility of the Asset Representations Reviewer.

The Asset Representations Reviewer must be a Person who (a) is not Affiliated with the Sponsor, the Depositor, the Servicer, the Indenture Trustee, the Owner Trustee or any of their Affiliates and (b) was not, and is not Affiliated with a Person that was, engaged by the Sponsor or any underwriter to perform any due diligence on the Contracts prior to the Closing Date.

Section 5.02            Resignation and Removal of Asset Representations Reviewer.

(a)No Resignation.  The Asset Representations Reviewer will not resign as Asset Representations Reviewer unless it determines it is legally unable to perform its obligations under this Agreement and there is no reasonable action that it could take to make the performance of its obligations under this Agreement permitted under applicable law.  In such event, the Asset

12

Representations Reviewer will deliver a notice of its resignation to the Issuer and the Servicer, together with an Opinion of Counsel supporting its determination.

(b)Removal.  If any of the following events occur, the Issuer, by notice to the Asset Representations Reviewer, may remove the Asset Representations Reviewer and terminate its rights and obligations under this Agreement:

(i)the Asset Representations Reviewer no longer meets the eligibility requirements in Section 5.01;

(ii)the Asset Representations Reviewer breaches of any of its representations, warranties, covenants or obligations in this Agreement; or

(iii)an Insolvency Event of the Asset Representations Reviewer occurs.

(c)Notice of Resignation or Removal.  The Issuer will notify the Servicer, the Owner Trustee and the Indenture Trustee of any resignation or removal of the Asset Representations Reviewer.

(d)Continue to Perform After Resignation or Removal.  No resignation or removal of the Asset Representations Reviewer will be effective, and the Asset Representations Reviewer will continue to perform its obligations under this Agreement, until a successor Asset Representations Reviewer has accepted its engagement according to Section 5.03(b).

Section 5.03            Successor Asset Representations Reviewer .

(a)Engagement of Successor Asset Representations Reviewer.  Following the resignation or removal of the Asset Representations Reviewer, the Issuer will engage a successor Asset Representations Reviewer who meets the eligibility requirements of Section 5.01.

(b)Effectiveness of Resignation or Removal.  No resignation or removal of the Asset Representations Reviewer will be effective until the successor Asset Representations Reviewer has executed and delivered to the Issuer and the Servicer an agreement accepting its engagement and agreeing to perform the obligations of the Asset Representations Reviewer under this Agreement or entering into a new agreement with the Issuer on substantially the same terms as this Agreement.

(c)Transition and Expenses.  If the Asset Representations Reviewer resigns or is removed, the Asset Representations Reviewer will cooperate with the Issuer and the Servicer and take all actions reasonably requested to assist the Issuer in making an orderly transition of the Asset Representations Reviewer’s rights and obligations under this Agreement to the successor Asset Representations Reviewer.  The Asset Representations Reviewer will pay the reasonable expenses of transitioning the Asset Representations Reviewer’s obligations under this Agreement and preparing the successor Asset Representations Reviewer to take on the obligations on receipt of an invoice with reasonable detail of the expenses from the Issuer and the Servicer or the successor Asset Representations Reviewer.

Section 5.04            Merger, Consolidation or Succession.  Any Person (a) into which the Asset Representations Reviewer is merged or consolidated, (b) resulting from any merger or consolidation to which the Asset Representations Reviewer is a party or (c) succeeding to the business of the Asset Representations Reviewer, if that Person meets the eligibility requirements in

13

Section 5.01, will be the successor to the Asset Representations Reviewer under this Agreement.  Such Person will execute and deliver to the Issuer, the Servicer and the Administrator an agreement to assume the Asset Representations Reviewer’s obligations under this Agreement (unless the assumption happens by operation of law).

ARTICLE VI.

OTHER AGREEMENTS

Section 6.01            Independence of the Asset Representations Reviewer.

The Asset Representations Reviewer will be an independent contractor and will not be subject to the supervision of the Issuer for the manner in which it accomplishes the performance of its obligations under this Agreement.  Unless expressly authorized by the Issuer, the Asset Representations Reviewer will have no authority to act for or represent the Issuer and will not be considered an agent of the Issuer.  Nothing in this Agreement will make the Asset Representations Reviewer and the Issuer members of any partnership, joint venture or other separate entity or impose any liability as such on any of them.

Section 6.02            No Petition.

Each of the parties agrees that, before the date that is one year and one day (or, if longer, any applicable preference period) after payment in full of all securities issued by the Seller, the Issuer or by a trust for which the Seller was a depositor, it will not start or pursue against, or join any other Person in starting or pursuing against the Seller or the Issuer, any bankruptcy, reorganization, arrangement, insolvency or liquidation proceedings or other proceedings under any bankruptcy or similar law.  This Section 6.02 will survive the termination of this Agreement.

Section 6.03            Limitation of Liability of Owner Trustee .

This Agreement has been signed on behalf of the Issuer by [          ], not in its individual capacity but solely in its capacity as Owner Trustee of the Issuer.  In no event will [          ] in its individual capacity or a beneficial owner of the Issuer be liable for the Issuer’s obligations under this Agreement.  For all purposes under this Agreement, the Owner Trustee will be subject to, and entitled to the benefits of, the Trust Agreement.

Section 6.04            Termination of Agreement.

This Agreement will terminate, except for the obligations under Section 4.04, on the earlier of (a) the payment in full of all outstanding Notes and the satisfaction and discharge of the Indenture and (b) the date the Issuer is terminated under the Trust Agreement.

ARTICLE VII.

MISCELLANEOUS PROVISIONS

Section 7.01            Amendments.

(a)The parties may amend this Agreement:

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(i)to clarify an ambiguity, correct an error or correct or supplement any term of this Agreement that may be defective or inconsistent with the other terms of this Agreement or to provide for, or facilitate the acceptance of this Agreement by, a successor Asset Representations Reviewer, in each case without the consent of the Noteholders or any other Person;

(ii)to add, change or eliminate terms of this Agreement, in each case without the consent of the Noteholders or any other Person, if the Administrator delivers an Officer’s Certificate to the Issuer, the Owner Trustee and the Indenture Trustee stating that the amendment will not have a material adverse effect on the Noteholders; or

(iii)to add, change or eliminate terms of this Agreement for which an Officer’s Certificate is not or cannot be delivered under Section 7.01(a)(ii), with the consent of a majority of the principal amount of the Notes of the Controlling Class then outstanding, acting together as a single class.

Section 7.02            Assignment; Benefit of Agreement; Third Party Beneficiaries.

(a)Assignment.  Except as stated in Section 5.04, this Agreement may not be assigned by the Asset Representations Reviewer without the consent of the Issuer and the Servicer.

(b)Benefit of Agreement; Third-Party Beneficiaries.  This Agreement is for the benefit of and will be binding on the parties and their permitted successors and assigns.  The Owner Trustee and the Indenture Trustee, for the benefit of the Noteholders, will be third-party beneficiaries of this Agreement and may enforce this Agreement against the Asset Representations Reviewer and the Servicer.  No other Person will have any right or obligation under this Agreement.

Section 7.03            Notices.

(a)Notices to Parties.  All notices, requests, demands, consents, waivers or other communications to or from the parties must be in writing and will be considered given:

(i)for overnight mail, on delivery or, for registered first class mail, postage prepaid, three (3) days after deposit in the mail;

(ii)for a fax, when receipt is confirmed by telephone, reply email or reply fax from the recipient;

(iii)for an email, when receipt is confirmed by telephone or reply email from the recipient; and

(iv)for an electronic posting to a password-protected website to which the recipient has access, on delivery of an email (without the requirement of confirmation of receipt) stating that the electronic posting has occurred.

(b)Notice Addresses.  Any notice, request, demand, consent, waiver or other communication will be addressed as stated in the Sale and Servicing Agreement or the Administration Agreement, as applicable, or to another address as a party may give by notice to the other parties.

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Section 7.04            GOVERNING LAW.  THIS AGREEMENT SHALL BE GOVERNED BY AND CONSTRUED IN ACCORDANCE WITH THE LAWS OF THE STATE OF NEW YORK.

Section 7.05            WAIVER OF JURY TRIAL.  EACH PARTY IRREVOCABLY WAIVES, TO THE FULLEST EXTENT PERMITTED BY LAW, THE RIGHT TO TRIAL BY JURY IN LEGAL PROCEEDING RELATING TO THIS AGREEMENT.

Section 7.06            No Waiver; Remedies.  No party’s failure or delay in exercising a power, right or remedy under this Agreement will operate as a waiver.  No single or partial exercise of a power, right or remedy will preclude any other or further exercise of the power, right or remedy or the exercise of any other power, right or remedy.  The powers, rights and remedies under this Agreement are in addition to any powers, rights and remedies under law.

Section 7.07            Severability.  If a part of this Agreement is held invalid, illegal or unenforceable, then it will be deemed severable from the remaining Agreement and will not affect the validity, legality or enforceability of the remaining Agreement.

Section 7.08            Headings.  The headings in this Agreement are included for convenience and will not affect the meaning or interpretation of this Agreement.

Section 7.09            Counterparts.  This Agreement may be executed in multiple counterparts. Each counterpart will be an original and all counterparts will together be one document.

[Remainder of Page Left Blank]

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IN WITNESS WHEREOF, the Issuer, the Servicer, the Administrator and the Asset Representations Reviewer have caused their names to be signed hereto by their respective officers thereunto duly authorized as of the date first above written.

HARLEY-DAVIDSON MOTORCYCLE TRUST [      ], as Issuer
By:	[          ], not in its individual capacity but solely on behalf of the Issuer as Owner Trustee under the Trust Agreement
By:
	Name:
	Title:
HARLEY-DAVIDSON CREDIT CORP., as Servicer
By:
	Name:
	Title:
[                            ],
as Asset Representations Reviewer
By:
	Name:
	Title:

Schedule A

Review Materials

Schedule B

Representations and Warranties and Tests

EX-5.2

Exhibit 5.2

MORRIS JAMES LLP

March 17, 2016

Harley-Davidson Customer Funding Corp.
222 West Adams Street, Suite 2000
Chicago, Illinois 60606

Ladies and Gentlemen:

We have acted as counsel to Harley-Davidson Customer Funding Corp., a Nevada corporation (the “Company”), as depositor of the trusts (each, a “Trust”) to be created to issue asset-backed notes (the “Securities”) in connection with the preparation of a Registration Statement on Form SF-3, as amended (the “Registration Statement”), including the prospectus constituting a part thereof (the “Prospectus”), filed with the Securities and Exchange Commission (the “SEC”) under the Securities Act of 1993, as amended (the “Securities Act”). The Securities will be issued under and pursuant to the terms of one or more Indentures. Capitalized terms used but not defined herein have the meanings given to them in the Registration Statement. This opinion is furnished pursuant to your request.

As counsel to the Company in connection with the proposed issuance and sale of the Securities, we have examined the following documents:

(a)the Registration Statement, including the Prospectus and the exhibits (including those incorporated by reference) constituting a part of the Registration Statement; and

(b)forms of the Indentures, the Trust Agreement and the Sale and Servicing Agreement filed as exhibits to the Registration Statement.

We have also examined originals or copies of such other documents and such corporate records, certificates and other statements of governmental officials and corporate officers and other representatives of the corporations or entities referred to herein as we have deemed necessary or appropriate for the purposes of this opinion.  Moreover, as to certain facts material to the opinions expressed herein, we have relied upon the representations and warranties contained in the documents referred to in this paragraph.

Based upon the foregoing and upon an examination of such questions of law as we have considered necessary or appropriate, and subject to the assumptions, exceptions and qualifications set forth below, we advise you that, in our opinion, upon the issuance of the Securities in accordance with the terms of the Trust Agreement, such Securities will be the legal,

valid and binding obligations of the issuing Trust and its Trustee under the laws of the State of Delaware.

The foregoing opinion is subject to the following assumptions, exceptions and qualifications:

A.            The Registration Statement, as finally amended, has become effective under the Securities Act;

B.            The Company’s Board of Directors, or a committee thereof or one or more officers of the Company, in each case duly authorized by the Board of Directors, shall have taken action to establish the Trust that will issue such Securities, and the Trust shall have taken action to establish the terms of such Securities and to authorize the issuance and sale of such Securities;

C.            The applicable Indenture relating to such Securities has been duly executed and delivered by the parties thereto in substantially the form filed as an exhibit to the Registration Statement;

D.            With respect to each Trust that will issue such Securities, the Certificate of Trust for such Trust has been duly executed and filed by the Owner Trustee with the Secretary of State of the State of Delaware;

E.            The applicable Indenture relating to such Securities has been qualified under the Trust Indenture Act of 1939, as amended;

F.             Such Securities have been duly executed, delivered and authenticated in accordance with the applicable Indenture relating to them;

G.            Such Securities shall have been issued and sold for the consideration contemplated by, and otherwise in conformity with, the Registration Statement, as supplemented by a Prospectus with respect to such issuance and sale, and the acts, proceedings and documents referred to above;

H.            We are admitted to practice law in the State of Delaware and do not hold ourselves out as being experts on the law of any other jurisdiction.  The foregoing opinions are limited to the laws of the State of Delaware;

I.             We have assumed that all signatures (other than those of the Company) on documents examined by us are genuine, that all documents submitted to us as originals are authentic, and that all documents submitted to us as copies or specimens conform with the originals, which facts we have not independently verified; and

J.             We have not participated in the preparation of any offering materials with respect to the Certificates and assume no responsibility for their contents.

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We hereby consent to the filing of this opinion as an exhibit to the Registration Statement and we further consent to the use of our name under the captions “Certain Delaware Taxes” and “Legal Matters” in the Final Prospectus Supplement.  In giving this consent, we do not thereby admit that we are in the category of persons whose consent is required under Section 7 of the Securities Act, or the rules and regulations of the Securities and Exchange Commission thereunder.

	Very truly yours,
	/s/ Morris James LLP
LCL/mag

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EX-10.1

Exhibit 10.1

TRANSFER AND SALE AGREEMENT

by and between

HARLEY-DAVIDSON CREDIT CORP.,

as Seller

and

HARLEY-DAVIDSON CUSTOMER FUNDING CORP.,

as Purchaser

Dated as of [                  ]

TABLE OF CONTENTS

ARTICLE I DEFINITION		1
SECTION 1.01.	GENERAL	1
ARTICLE II TRANSFER OF CONTRACTS; ASSIGNMENT OF AGREEMENT		1
SECTION 2.01.	CLOSING	1
SECTION 2.02.	CONDITIONS TO THE CLOSING	2
SECTION 2.03.	ASSIGNMENT OF AGREEMENT	3
ARTICLE III REPRESENTATIONS AND WARRANTIES		3
SECTION 3.01.	REPRESENTATIONS AND WARRANTIES REGARDING SELLER	4
SECTION 3.02.	REPRESENTATIONS AND WARRANTIES REGARDING EACH CONTRACT	5
SECTION 3.03.	REPRESENTATIONS AND WARRANTIES REGARDING THE CONTRACTS IN THE AGGREGATE	7
SECTION 3.04.	REPRESENTATIONS AND WARRANTIES REGARDING THE CONTRACT FILES	8
ARTICLE IV PERFECTION OF TRANSFER AND PROTECTION OF SECURITY INTERESTS		8
SECTION 4.01.	CUSTODY OF CONTRACTS	8
SECTION 4.02.	FILING	8
SECTION 4.03.	NAME CHANGE OR RELOCATION	8
SECTION 4.04.	COSTS AND EXPENSES	9
SECTION 4.05	SALE TREATMENT	9
SECTION 4.06	SEPARATENESS FROM TRUST DEPOSITOR	9
ARTICLE V REMEDIES UPON MISREPRESENTATION		9
SECTION 5.01.	REPURCHASES OF CONTRACTS FOR BREACH OF REPRESENTATIONS AND WARRANTIES	9
ARTICLE VI INDEMNITIES		10
SECTION 6.01.	SELLER INDEMNIFICATION	10
SECTION 6.02.	LIABILITIES TO OBLIGORS	11
SECTION 6.03.	TAX INDEMNIFICATION	11
SECTION 6.04.	OPERATION OF INDEMNITIES	11
ARTICLE VII MISCELLANEOUS		11
SECTION 7.01.	PROHIBITED TRANSACTIONS WITH RESPECT TO THE TRUST	11
SECTION 7.02.	MERGER OR CONSOLIDATION	11
SECTION 7.03.	TERMINATION	12
SECTION 7.04.	ASSIGNMENT OR DELEGATION BY SELLER	12
SECTION 7.05.	AMENDMENT	12
SECTION 7.06.	NOTICES	13
SECTION 7.07.	MERGER AND INTEGRATION	13
SECTION 7.08.	HEADINGS	13
SECTION 7.09.	GOVERNING LAW	13
SECTION 7.10.	NO BANKRUPTCY PETITION	13

EXHIBITS

Exhibit A	Form of Assignment
Exhibit B	Form of Officer’s Certificate

i

THIS TRANSFER AND SALE AGREEMENT, dated as of [                  ] (this “Agreement”), is made by and between Harley-Davidson Credit Corp., a Nevada corporation, as seller hereunder (together with its successors and assigns “Harley-Davidson Credit” or “Seller”), and Harley-Davidson Customer Funding Corp., a Nevada corporation and wholly-owned subsidiary of Seller (together with its successors and assigns “Trust Depositor”), as purchaser hereunder.

WHEREAS, in the regular course of its business, Seller purchases and services (i) motorcycle promissory notes and security agreements from Eaglemark Savings Bank and (ii) motorcycle retail installment sale contracts from Harley-Davidson motorcycle retailers, each of which contracts provides for installment payment obligations by or on behalf of the retailer’s customer/purchaser and grants a security interest in the related motorcycle in order to secure such obligations;

WHEREAS, Seller and Trust Depositor wish to set forth the terms and conditions pursuant to which Trust Depositor will acquire the “Contract Assets,” as hereinafter defined; and

WHEREAS, Trust Depositor intends concurrently with its purchase of Contract Assets hereunder to convey all right, title and interest in such Contract Assets to Harley-Davidson Motorcycle [Grantor[ Trust [      ] (the “[Underlying] Trust”) pursuant to the Sale and Servicing Agreement dated as of             , 20[  ] by and among Trust Depositor, Harley-Davidson Credit, as Servicer, [the Underlying Trust,] the Trust, as issuer (the “Issuer”), and [                    ], as Indenture Trustee (as amended, supplemented or otherwise modified from time to time, the “Sale and Servicing Agreement”), executed concurrently herewith;

NOW, THEREFORE, in consideration of the premises and the mutual agreements hereinafter set forth, Seller and Trust Depositor agree as follows:

ARTICLE I

DEFINITIONS

Section 1.01.General.  Unless otherwise defined in this Agreement, capitalized terms used herein (including in the preamble above) shall have the meanings assigned to them in the Sale and Servicing Agreement.

ARTICLE II

TRANSFER OF CONTRACTS; ASSIGNMENT OF AGREEMENT

Section 2.01.Closing.  Subject to and upon the terms and conditions set forth in this Agreement, Seller hereby sells, transfers, assigns, sets over and otherwise conveys to Trust Depositor, in consideration of Trust Depositor’s payment of a purchase price in cash of $[                 ] (less fees and expenses in connection with the offering and sale of the Notes and certain deposits to the Reserve Fund [and the Risk Retention Reserve Account] on the Closing Date) and the Trust’s issuance of the Class [   ] Notes and the Certificate to [the Trust Depositor], (i) all the right, title and interest of Seller in and to the Contracts listed on the List of Contracts delivered on the Closing Date (including, without limitation, all security interests created thereunder), (ii) all rights of the Seller to payments which are collected pursuant thereto after the Cutoff Date, including any liquidation proceeds therefrom, (iii) all rights of Seller under any theft, physical damage, credit life, disability or other individual insurance policy (and rights under a “forced placed” policy, if any), any debt insurance policy or any debt cancellation agreement relating to any such Contract, an Obligor or a Motorcycle securing such Contract, (iv) all security interests in each such

Motorcycle, (v) all documents contained in the related Contract Files, (vi) all rights of Seller in the Lockbox, Lockbox Account and related Lockbox Agreement to the extent they relate to the Contracts (but excluding payments received on or before the Cutoff Date), (vii) all rights (but not the obligations) of the Seller under any motorcycle dealer agreements between the dealers (i.e. the originators of certain Contracts) and the Seller, (viii) all rights of Seller to rebates of premiums and other amounts relating to insurance policies, debt cancellation agreements, extended service contracts or other repair agreements and other items financed under such Contracts and (ix) all proceeds and products of the foregoing (items (i) - (ix) being collectively referred to herein as the “Contract Assets”).  Although Seller and Trust Depositor agree that any such transfer is intended to be a sale of ownership in the Contract Assets, rather than the mere granting of a security interest to secure a borrowing, in the event such transfer is deemed to be of a mere security interest to secure indebtedness, Seller shall be deemed to have granted Trust Depositor a perfected first priority security interest in such Contract Assets and this Agreement shall constitute a security agreement under applicable law.  If such transfer is deemed to be the mere granting of a security interest to secure a borrowing, Trust Depositor may, to secure Trust Depositor’s own borrowing under the Sale and Servicing Agreement (to the extent that the transfer of the Contract Assets thereunder is deemed to be a mere granting of a security interest to secure a borrowing) repledge and reassign (i) all or a portion of the Contract Assets pledged to Trust Depositor and not released from the security interest of this Agreement at the time of such pledge and assignment, and (ii) all proceeds thereof.  Such repledge and reassignment may be made by Trust Depositor with or without a repledge and reassignment by Trust Depositor of its rights under this Agreement, and without further notice to or acknowledgment from Seller.  Seller waives, to the extent permitted by applicable law, all claims, causes of action and remedies, whether legal or equitable (including any right of setoff), against Trust Depositor or any assignee of Trust Depositor relating to such action by Trust Depositor in connection with the transactions contemplated by the Sale and Servicing Agreement.  To the extent the cash purchase price for the Contract Assets sold by the Seller to the Trust Depositor is less than the Pool Balance as of the Cutoff Date, the difference shall be deemed to be a capital contribution by the Seller to the Trust Depositor.

Section 2.02.Conditions to the Closing.  On or before the Closing Date, Seller shall deliver or cause to be delivered to Trust Depositor each of the documents, certificates and other items as follows:

(a)The List of Contracts, certified by the Chairman of the Board, President or any Vice President of Seller together with an Assignment substantially in the form attached as Exhibit A hereto.

(b)A certificate of an officer of Seller substantially in the form of Exhibit B hereto.

(c)An opinion of counsel for Seller substantially in form and substance reasonably satisfactory to the Underwriters (and including as an addressee thereof each Rating Agency).

(d)A letter or letters from [                  ], or another nationally recognized accounting firm, addressed to Seller, Trust Depositor and the Underwriters and stating that such firm has reviewed a sample of the Contracts and performed specific procedures for such sample with respect to certain contract terms and identifying those Contracts which do not so conform.

(e)Copies of resolutions of the Board of Directors of Seller or of the Executive Committee of the Board of Directors of Seller approving the execution, delivery and performance of this Agreement and the transactions contemplated hereunder, certified in each case by the Secretary or an Assistant Secretary of Seller.

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(f)Officially certified recent evidence of due incorporation and good standing of Seller under the laws of Nevada.

[USE IF NO GRANTOR TRUST:][(g)A UCC financing statement naming Seller as debtor, naming Trust Depositor and the Issuer as assignor secured parties, naming the Indenture Trustee as secured party and identifying the Contract Assets as collateral, in proper form for filing with the appropriate office in Nevada; a UCC financing statement naming Trust Depositor as debtor, naming the Trust as assignor secured party, naming the Indenture Trustee as secured party and identifying the Trust Corpus as collateral, in proper form for filing with the appropriate office in Nevada; and a UCC financing statement naming the Issuer as debtor, naming the Indenture Trustee, as secured party and identifying the Collateral as collateral, in proper form for filing with the appropriate office in Delaware.]

[USE FOR GRANTOR TRUST STRUCTURE:][(g)A UCC financing statement naming Seller as debtor, naming Trust Depositor as assignor secured party, naming the Underlying Trust as secured party and identifying the Contract Assets as collateral, in proper form for filing with the appropriate office in Nevada; and a UCC financing statement naming Trust Depositor as debtor and naming the Underlying Trust as secured party and identifying the Trust Corpus as collateral, in proper form for filing with the appropriate office in Nevada.

(h)An Officer’s Certificate from Seller certifying that the Seller, on or prior to the Closing Date, has indicated in its computer files, in accordance with its customary standards, policies and procedures, that the Contracts have been conveyed to the Trust Depositor pursuant to this Agreement.

(i)The documents, certificates and other items described in Section 2.02 of the Sale and Servicing Agreement, to the extent not already described above.

Section 2.03.Assignment of Agreement.  Trust Depositor has the right to assign its interest under this Agreement to [the Issuer][the Underlying Trust] as may be required to effect the purposes of the Sale and Servicing Agreement, without further notice to, or consent of, Seller, and [the Issuer][the Underlying Trust] shall succeed to such of the rights of Trust Depositor hereunder as shall be so assigned.  Seller acknowledges that [(i)] pursuant to the Sale and Servicing Agreement, Trust Depositor will assign all of its right, title and interest in and to the Contract Assets and its right to exercise the remedies created by Section 5.01 hereof for breaches of representations and warranties of Seller contained in Sections 3.01, 3.02, 3.03 and 3.04 hereof to [the Issuer][the Underlying Trust] [and (ii) pursuant to the Indenture, the Issuer shall assign such rights to the Indenture Trustee for the benefit of the Noteholders].  Seller agrees that, upon such assignments to [the Underlying Trust][the Issuer and the Indenture Trustee], such representations will run to and be for the benefit of [the Underlying Trust][the Issuer and the Indenture Trustee] and [the Underlying Trust][the Issuer and the Indenture Trustee] may enforce directly, without joinder of Trust Depositor, the obligations of Seller set forth herein.

ARTICLE III

REPRESENTATIONS AND WARRANTIES

Seller makes the following representations and warranties, on which Trust Depositor will rely in purchasing the Contract Assets on the Closing Date and concurrently reconveying the same to the [Underlying Trust][Trust, and on which the Trust, the Indenture Trustee and the Noteholders will rely

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under the Sale and Servicing Agreement and the Indenture].  Such representations speak as of the execution and delivery of this Agreement and as of the Closing Date, but shall survive the sale, transfer and assignment of the Contracts to the [Underlying Trust] [Trust and the pledge of the Contracts to the Indenture Trustee].  The repurchase obligation of Seller set forth in Section 5.01 below and in Section 7.08 of the Sale and Servicing Agreement constitutes the sole remedy available for a breach of a representation or warranty of Seller set forth in Section 3.02, 3.03 or 3.04 of this Agreement.

Section 3.01.Representations and Warranties Regarding Seller.  Seller represents and warrants, as of the execution and delivery of this Agreement and as of the Closing Date, that:

(a)Organization and Good Standing.  Seller is a corporation duly organized, validly existing and in good standing under the laws of the jurisdiction of its organization and has the corporate power to own its assets and to transact the business in which it is currently engaged.  Seller is duly qualified to do business as a foreign corporation and is in good standing in each jurisdiction in which the character of the business transacted by it or properties owned or leased by it requires such qualification and in which the failure so to qualify would have a material adverse effect on the business, properties, assets, or condition (financial or otherwise) of Seller or Trust Depositor.

(b)Authorization; Binding Obligation.  Seller has the power and authority to make, execute, deliver and perform this Agreement and the other Transaction Documents to which the Seller is a party and all of the transactions contemplated under this Agreement and the other Transaction Documents to which the Seller is a party, and has taken all necessary corporate action to authorize the execution, delivery and performance of this Agreement and the other Transaction Documents to which the Seller is a party.  This Agreement and the other Transaction Documents to which the Seller is a party constitute the legal, valid and binding obligations of Seller enforceable in accordance with their terms, except as enforcement of such terms may be limited by bankruptcy, insolvency or similar laws affecting the enforcement of creditors’ rights generally and by the availability of equitable remedies.

(c)No Consent Required.  Seller is not required to obtain the consent of any other party or any consent, license, approval or authorization from, or registration or declaration with, any governmental authority, bureau or agency in connection with the execution, delivery, performance, validity or enforceability of this Agreement and the other Transaction Documents to which the Seller is a party.

(d)No Violations.  Seller’s execution, delivery and performance of this Agreement and the other Transaction Documents to which the Seller is a party will not violate any provision of any existing law or regulation or any order or decree of any court or the Articles of Incorporation or Bylaws of Seller, or constitute a material breach of any mortgage, indenture, contract or other agreement to which Seller is a party or by which Seller or any of Seller’s properties may be bound.

(e)Litigation.  No litigation or administrative proceeding of or before any court, tribunal or governmental body is currently pending, or to the knowledge of Seller threatened, against Seller or any of its properties or with respect to this Agreement or any other Transaction Document to which the Seller is a party which, if adversely determined, would in the opinion of Seller have a material adverse effect on the business, properties, assets or condition (financial or

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other) of Seller or the transactions contemplated by this Agreement or any other Transaction Document to which the Seller is a party.

(f)State of Incorporation; Name; No Changes.  Seller’s state of incorporation is the State of Nevada.  Seller’s exact legal name is as set forth in the first paragraph of this Agreement.  Seller has not changed its name whether by amendment of its Articles of Incorporation, by reorganization or otherwise, and has not changed its state of incorporation, within the four months preceding the Closing Date.

(g)Solvency.  The Seller, after giving effect to the conveyances made by it hereunder, is Solvent.

Section 3.02.Representations and Warranties Regarding Each Contract.  Seller represents and warrants as to each Contract as of the execution and delivery of this Agreement and as of the Closing Date, that:

(a)Payments.  Except for a payment that is not more than 29 days delinquent as of the Cutoff Date, no payment default exists on the Contract.

(b)No Waivers.  As of the Cutoff Date, no material term of the Contract has been affirmatively amended or modified, except amendments and modifications indicated in the Seller’s servicing system [or in the Contract File].

(c)Binding Obligation.  The Contract is in a form of contract that includes rights and remedies allowing the holder to enforce the obligation and realize on the Motorcycle and represents the legal, valid and binding payment obligation of the Obligor, enforceable in all material respects by the Holder of the Contract, except as may be limited by bankruptcy, insolvency, reorganization or other laws relating to the enforcement of creditors’ rights or by general equitable principles and consumer protection laws.

(d)No Defenses.  As of the Cutoff Date, no right of rescission, setoff, counterclaim or defense asserted or threatened with respect to such Contract was indicated in the Seller’s servicing system [or related Contract File].

(e)Insurance.  The terms of the Contract require that for the term of such Contract the Motorcycle securing such Contract will be covered by physical damage insurance.

(f)Origination.  The Contract (i) was originated by Eaglemark Savings Bank or a Harley-Davidson motorcycle dealer or by, in each case, in the regular course of its business, (ii) was fully and properly executed by the parties thereto, and (iii) has been purchased by Seller in the regular course of its business.

(g)Compliance with Law.  At the time it was originated, the Contract complied in all material respects with all requirements of law in effect at the time.

(h)Contract in Force.  As of the Cutoff Date, the Seller’s servicing system indicates that the Contract was not satisfied or subordinated in whole or in part or rescinded, and the related Motorcycle securing the Contract has not been released from the lien of the Contract in whole or in part.

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(i)Valid Security Interest.  The Contract has created or shall create a valid, binding and enforceable first priority security interest in favor of the Seller in the Motorcycle, except as to priority for any Permitted Liens, which security interest is assignable by the Seller to the Purchaser.

(j)No Defaults.  As of the Cutoff Date, no default, breach, violation or event permitting acceleration was reported in the Seller’s servicing system with respect to any Contract.  Seller has not waived any such default, breach, violation or event permitting acceleration.  As of the Cutoff Date, no Motorcycle was in repossession.

(k)Installments.  The Contract has a fixed Contract Rate and provides for monthly payments of principal and interest which, if timely made, would fully amortize the loan on a simple-interest basis over its term.

(l)Owner of Record.  The Seller is identified as the “owner of record” on all electronic chattel paper relating to the Contract, and the Seller has “control,” as defined in Section 9-105 of the UCC, of all electronic chattel paper relating to the Contract. The Contract does not have any marks or notations indicating that it has been pledged, assigned or otherwise conveyed by the Seller to any Person other than the Purchaser.

(m)Good Title.  Immediately before the sale and assignment under this Agreement, the Seller has good and marketable title to the Contract free and clear of any encumbrance or lien, except for any Permitted Liens, and, immediately upon the transfer of the Contract by the Seller, the Trust Depositor shall have good and marketable title to the Contract free and clear of any encumbrance or lien, except for any Permitted Liens, and, immediately upon the transfer of the Contract by the Trust Depositor, the [Issuer][Underlying Trust] shall have good and marketable title to the Contract free and clear of any encumbrance, equity, loan, pledge, charge, claim or security interest, other than [the liens created by the Indenture] and any Permitted Liens.

(n)No Government Obligors.  The Obligor is not the United States government or an agency, authority, instrumentality or other political subdivision of the United States government.

(o)Obligor Bankruptcy.  At the Cutoff Date, the Obligor was not the subject of a bankruptcy proceeding, according to the records in Seller’s servicing system.

(p)Chattel Paper; One Original.  The Contract is either “tangible chattel paper” or “electronic chattel paper”.  The Contract is evidenced by either (i) one executed tangible record constituting or forming a part of the Contract that is “tangible chattel paper”, or (ii) a single “authoritative copy” of the electronic record constituting or forming a part of the Contract that is “electronic chattel paper”. Terms in quotation marks have the meaning assigned to them in the applicable.

(q)Selection Criteria.  The Contract is secured by a new or used Motorcycle.  No Contract has a Contract Rate less than [    ]%.  The Contract amortizes the amount financed over an original term no greater than [    ] months (excluding periods of deferral of first payment).  The Contract has a Principal Balance of at least $[       ] as of the Cutoff Date.

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Section 3.03.Representations and Warranties Regarding the Contracts in the Aggregate.  Seller represents and warrants, as of the execution and delivery of this Agreement and as of the Closing Date, that:

(a)Amounts.  The Pool Balance as of the Cutoff Date equals or exceeds the aggregate principal amount of the Notes on the Closing Date.

(b)Characteristics.  The Contracts have the following characteristics: (i) all the Contracts are secured by Motorcycles; (ii) no Contract has a remaining maturity of more than [    ] months; and (iii) the final scheduled payment on the Contract with the latest maturity is due no later than [                   ].  Approximately [         ]% of the Pool Balance as of the Cutoff Date is attributable to loans for purchases of new Motorcycles and approximately [     ]% is attributable to loans for purchases of used Motorcycles.  No Contract was originated after the Cutoff Date.  No Contract has a Contract Rate less than [    ]%.  Approximately [      ]% of the Pool Balance as of the Cutoff Date is attributable to loans for purchases of Motorcycles manufactured by Harley-Davidson Motor Company, and approximately [     ]% of the Pool Balance as of the Cutoff Date is attributable to loans to purchase Motorcycles not manufactured by Harley-Davidson Motor Company.

(c)Marking Records.  As of the Closing Date, Seller has caused the Computer File relating to the Contracts sold hereunder and concurrently reconveyed by Trust Depositor to the [Underlying Trust] [Trust and pledged by the Trust to the Indenture Trustee] to be clearly and unambiguously marked to indicate that such Contracts constitute part of the Trust Corpus, are owned by the [Underlying Trust][Trust and constitute security for the Notes].

(d)No Adverse Selection.  No selection procedures adverse to Noteholders have been employed in selecting the Contracts.

(e)True Sale.  The transactions contemplated by this Agreement and the Sale and Servicing Agreement constitute valid sales, transfers and assignments from Seller to Trust Depositor and from Trust Depositor to the [Underlying] Trust of all of Seller’s right, title and interest in the Contract Assets as of the Closing Date.

(f)All Filings Made.  All filings (including, without limitation, UCC filings) required to be made by any Person and actions required to be taken or performed by any Person in any jurisdiction to give the [Indenture Trustee][Underlying Trust] a first priority perfected security interest (subject only to Permitted Liens) in the Contracts, the proceeds thereof and the rest of the Collateral have been made, taken or performed.  All financing statements filed or to be filed against the Seller in favor of the Purchaser in connection herewith describing the Contracts contain a statement to the following effect: “A purchase of or security interest in any collateral described in this financing statement, except as provided in the Transfer and Sale Agreement, will violate the rights of the Purchaser.”

(g)List of Contracts.  The information set forth in the List of Contracts is true, complete and correct in all material respects as of the Cutoff Date.

(h)Lockbox Bank.  All Obligors have been instructed to make payments to a Lockbox Account (either directly by remitting payments to a Lockbox, or indirectly by making payments through direct debit, the telephone or the internet to an account of the Servicer which

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payments will be subsequently transferred from such account to one or more Lockbox Banks), and no person claiming through or under Seller has any claim or interest in a Lockbox Account other than the related Lockbox Bank; provided, however, that other Persons may have an interest in certain other collections therein not related to the Contracts.

Section 3.04.Representations and Warranties Regarding the Contract Files.  Seller represents and warrants, as of the execution and delivery of this Agreement and as of the Closing Date, that:

(a)Possession.  Immediately prior to the Closing Date, the Servicer or its custodian will have possession of each original Contract and the related complete Contract File.  Each of such documents which is required to be signed by the Obligor has been signed by the Obligor in the appropriate spaces.  All blanks on any form have been properly filled in and each form has otherwise been correctly prepared.  The complete Contract File for each Contract currently is in the possession of the Servicer or its custodian.

(b)Bulk Transfer Laws.  The transfer, assignment and conveyance of the Contracts and the Contract Files by Seller pursuant to this Agreement and by Trust Depositor pursuant to the Sale and Servicing Agreement is not subject to the bulk transfer or any similar statutory provisions in effect in any applicable jurisdiction.

ARTICLE IV

PERFECTION OF TRANSFER AND PROTECTION OF SECURITY INTERESTS

Section 4.01.Custody of Contracts.  The contents of each Contract File shall be held by the Servicer, or its custodian, for the benefit of the [Underlying] Trust as the owner thereof in accordance with the Sale and Servicing Agreement.

Section 4.02.Filing.  On or prior to the Closing Date, Seller shall cause the UCC financing statements referred to in Section 2.02(g) hereof and in Section 2.02(g) of the Sale and Servicing Agreement to be filed and from time to time Seller shall take and cause to be taken such actions and execute such documents as are necessary or desirable or as Trust Depositor or the [Underlying] Trust may reasonably request to perfect and protect the Trust Depositor’s and the [Underlying] Trust’s ownership interest in the Contract Assets against all other persons, including, without limitation, the filing of financing statements, amendments thereto and continuation statements, the execution of transfer instruments and the making of notations on or taking possession of all records or documents of title.  The Seller authorizes the Trust Depositor to file financing statements describing the Contract Assets as collateral.  All financing statements filed or to be filed against the Seller in favor of the Trust Depositor or the [Underlying] Trust in connection herewith describing the Contract Assets as collateral shall contain a statement to the following effect: “A purchase of or security interest in any collateral described in this financing statement, except as permitted in the Transfer and Sale Agreement or Sale and Servicing Agreement, will violate the rights of the Secured Party.”

Section 4.03.Name Change or Relocation.  (a) During the term of this Agreement, Seller shall not change its name, identity or structure or state of incorporation without first giving at least 30 days’ prior written notice to Trust Depositor and to the Trustees.

(b)If any change in Seller’s name, identity or structure or other action would make any financing statement or notice of ownership interest or lien filed under this Agreement seriously

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misleading within the meaning of applicable provisions of the UCC or any title statute, Seller, no later than five days after the effective date of such change, shall file such amendments, if any, as may be required to preserve and protect the Trust Depositor’s and the [Underlying] Trust’s interests in the Contract Assets and proceeds thereof.  In addition, Seller shall not change its state of incorporation unless it has first taken such action as is advisable or necessary to preserve and protect the Trust Depositor’s and the [Underlying] Trusts’ interest in the Contract Assets.  Promptly after taking any of the foregoing actions, Seller shall deliver to Trust Depositor and the Trustees an opinion of counsel stating that, in the opinion of such counsel, all financing statements or amendments necessary to preserve and protect the interests of the Trust Depositor and the [Underlying] Trust in the Contract Assets have been filed, and reciting the details of such filing.

Section 4.04.Costs and Expenses.  Seller agrees to pay all reasonable costs and disbursements in connection with the perfection and the maintenance of perfection, as against all third parties, of (i) Trust Depositor’s, [the Issuer’s] [Underlying Trust’s] and the Indenture Trustee’s right, title and interest in and to the Contract Assets (including, without limitation, the security interests in the Motorcycles related thereto) and (ii) the security interests provided for in the Indenture.

Section 4.05Sale Treatment.  Each of Seller and Trust Depositor shall treat the transfer of Contract Assets to the Trust Depositor as a sale or capital contribution for all purposes, although the Seller and the Trust Depositor acknowledge that the consolidated financial statements of the Seller and the Trust Depositor shall be prepared in accordance with generally accepted accounting principles and, as a result of the consolidation required by generally accepted accounting principles, the transfers will be reflected as a financing by the Seller in its consolidated financial statements; provided, however, that (i) appropriate notations shall be made in any such consolidated financial statements (or in the accompanying notes) to indicate that the Trust Depositor is a separate legal entity from the Seller and to indicate that the Trust Depositor’s assets and credit are not available to satisfy the debts and other obligations of the Seller, (ii) such assets shall also be listed separately on any balance sheet of the Trust Depositor prepared on a stand alone basis, and (iii) following the occurrence of any bankruptcy, insolvency or similar event in respect of the Seller, the Contracts and Contract Assets purportedly conveyed to the Trust Depositor hereunder would not constitute part of the Seller’s estate in bankruptcy.

Section 4.06Separateness from Trust Depositor.  The Seller agrees to take or refrain from taking or engaging in with respect to the Trust Depositor each of the actions or activities specified in the “substantive consolidation” opinion of Foley & Lardner LLP (or in any related certificate of Seller) delivered on the Closing Date, upon which the conclusions expressed therein are based.

ARTICLE V

REMEDIES UPON MISREPRESENTATION

Section 5.01.Repurchases of Contracts for Breach of Representations and Warranties.

(a)Seller hereby agrees, for the benefit of [the Underlying Trust,] the Issuer, the Indenture Trustee and the Trust Depositor, that it shall repurchase a Contract (together with all related Contract Assets), at its Repurchase Price, not later than two Business Days prior to the first Distribution Date after the last day of the calendar month in which the Seller becomes aware or receives written notice from Trust Depositor, [either][any] of the Trustees or the Servicer of any breach of a representation or warranty of Seller set forth in Article III of this Agreement that materially adversely affects Trust Depositor’s or the [Underlying] Trust’s interest in such Contract (without regard to the benefits of the Reserve Fund [or the Risk Retention Reserve Account]) and

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which breach has not been cured; provided, however, that with respect to any Contract described on the List of Contracts with respect to an incorrect unpaid Principal Balance which Seller would otherwise be required to repurchase pursuant to this Section 5.01(a) and Section 7.08 of the Sale and Servicing Agreement, Seller may, in lieu of repurchasing such Contract, deposit in the Collection Account not later than one Business Day prior to such Distribution Date cash in an amount sufficient to cure any deficiency or discrepancy; and provided further that with respect to a breach of a representation or warranty relating to the Contracts in the aggregate and not to any particular Contract, Seller may select Contracts (without adverse selection) to repurchase such that had such Contracts not been reconveyed by Trust Depositor and included as part of the [Underlying] Trust there would have been no breach of such representation or warranty; provided further that the failure to maintain perfection of the security interest in the Motorcycle securing a Contract in accordance with the Sale and Servicing Agreement shall be deemed to be a breach materially and adversely affecting the [Underlying] Trust’s interest in the Contracts or in the related Contract Assets.

(b)If the Servicer determines in good faith that the representation and warranty of the Seller as set forth in Section 3.02(i) herein may have been violated with respect to one or more Contracts, and that amendment of the terms of such Contract(s) could better ensure compliance with applicable laws and if the Seller shall have notified the Servicer in writing of its intention to amend the terms of such Contract(s) to ensure compliance with applicable laws upon reacquisition pursuant to Section 7.08(b) of the Sale and Servicing Agreement and this Agreement, the Servicer shall give prompt written notice of such determination to the other parties. The Seller shall reacquire from the Trust Depositor, in accordance with Section 7.08 of the Sale and Servicing Agreement, a Contract at its Purchase Price (which shall be deposited into the Collection Account), not later than two Business Days prior to the first Distribution Date after the last day of the calendar month in which the Trust Depositor and the Seller receive the written notice from the Servicer described above; provided, however, that no Contract shall be reacquired pursuant to this Section 5.01(b) if, after giving effect to such reacquisition, the aggregate Principal Balance of the Contracts so reacquired, measured as of the Cutoff Date, would exceed 10% of the Pool Balance as of the Cutoff Date.  For the avoidance of doubt, this provision does not limit the obligation of the Seller to repurchase any Contract for which there is a breach of a representation or warranty of the Seller as set forth in Article III of this Agreement and there shall be no limitation on the Principal Balance or the number of Contracts that are required to be repurchased by the Seller in connection with a breach of a representation or warranty of the Seller as set forth in Article III of this Agreement.

(c)Notwithstanding any other provision of this Agreement, the obligations of Seller under this Section 5.01 and under Section 7.08 of the Sale and Servicing Agreement shall not terminate upon a Service Transfer pursuant to Article Eight of the Sale and Servicing Agreement.

ARTICLE VI

INDEMNITIES

Section 6.01.Seller Indemnification.  Seller will defend and indemnify Trust Depositor, the Trust, [the Underlying Trust,] the Trustees, any agents of the Trustees and the Noteholders against any and all costs, expenses, losses, damages, claims and liabilities, joint or several, including reasonable fees and expenses of counsel and expenses of litigation arising out of or resulting from (i) this Agreement or the use, ownership or operation of any Motorcycle by Seller or the Servicer or any Affiliate of either, (ii) any representation or warranty or covenant made by Seller in this Agreement being untrue or incorrect (subject to the third sentence of the preamble to Article III of this Agreement above), and (iii) any untrue statement or alleged untrue statement of a material fact contained in the Prospectus or in any amendment

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thereto or the omission or alleged omission to state therein a material fact necessary to make the statements therein, in light of the circumstances in which they were made, not misleading, in each case to the extent, but only to the extent, that such untrue statement or alleged untrue statement was made in conformity with information furnished to Trust Depositor by Seller specifically for use therein.  Notwithstanding any other provision of this Agreement, the obligation of Seller under this Section 6.01 shall not terminate upon a Service Transfer pursuant to Article Eight of the Sale and Servicing Agreement and shall survive any termination of that agreement or this Agreement.

Section 6.02.Liabilities to Obligors.  No obligation or liability to any Obligor under any of the Contracts is intended to be assumed by the Trustees, [the Underlying Trust,] the Trust or the Noteholders under or as a result of this Agreement and the transactions contemplated hereby.

Section 6.03.Tax Indemnification.  Seller covenants and agrees to pay, and to indemnify, defend and hold harmless the Trust Depositor, [the Underlying Trust,] the Trust, the Trustees or the Noteholders from, any taxes that may at any time be asserted against any such Person as a result of or relating to the transactions contemplated herein and in the other Transaction Documents, including any sales, gross receipts, gross margin, general corporation, tangible personal property, Illinois personal property replacement privilege or license taxes (but not including any federal, state or other taxes arising out of the creation of [the Underlying Trust,] the Trust and the issuance of the Notes) and costs, expenses and reasonable counsel fees in defending against the same, whether arising by reason of the acts to be performed by Seller under this Agreement or the Servicer under the Sale and Servicing Agreement or imposed against the Trust Depositor, [the Underlying Trust,] the Trust, a Noteholder or otherwise.  Notwithstanding any other provision of this Agreement, the obligation of Seller under this Section 6.03 shall not terminate upon a Service Transfer pursuant to Article Eight of the Sale and Servicing Agreement and shall survive any termination of this Agreement.

Section 6.04.Operation of Indemnities.  Indemnification under this Article VI shall include, without limitation, reasonable fees and expenses of counsel and expenses of litigation.  If Seller has made any indemnity payments to Trust Depositor or the Trustees pursuant to this Article VI and Trust Depositor or the Trustees thereafter collects any of such amounts from others, Trust Depositor or the Trustees will repay such amounts collected to Seller, except that any payments received by Trust Depositor or the Trustees from an insurance provider as a result of the events under which the Seller’s indemnity payments arose shall be repaid prior to any repayment of the Seller’s indemnity payment.

ARTICLE VII

MISCELLANEOUS

Section 7.01.Prohibited Transactions with Respect to the Trust.  Seller shall not:

(a)Provide credit to any Noteholder for the purpose of enabling such Noteholder to purchase Notes;

(b)Purchase any Notes in an agency or trustee capacity; or

(c)Except in its capacity as Servicer as provided in the Sale and Servicing Agreement, lend any money to the Trust [or to the Underlying Trust].

Section 7.02.Merger or Consolidation.  (a) Except as otherwise provided in this Section 7.02, Seller will keep in full force and effect its existence, rights and franchises as a Nevada corporation, and

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will obtain and preserve its qualification to do business as a foreign corporation in each jurisdiction in which such qualification is or shall be necessary to protect the validity and enforceability of this Agreement and of any of the Contracts and to perform its duties under this Agreement.

(b)Any person into which Seller may be merged or consolidated, or any corporation  or other entity resulting from such merger or consolidation to which Seller is a party, or any person succeeding to the business of Seller, shall be the successor to Seller hereunder, without the execution or filing of any paper or any further act on the part of any of the parties hereto, anything herein to the contrary notwithstanding.

(c)Upon the merger or consolidation of the Seller as described in this Section 7.02, the Seller shall provide the Rating Agencies notice of such merger or consolidation within 30 days after completion of the same.

Section 7.03.Termination.  This Agreement shall terminate (after distribution of any amounts due to Noteholders due pursuant to Section 7.05 of the Sale and Servicing Agreement) on the Distribution Date on which the aggregate Outstanding Amount of the Notes is reduced to zero; provided, that Seller’s representations and warranties and indemnities by Seller shall survive termination.

Section 7.04.Assignment or Delegation by Seller.  Except as specifically authorized hereunder, Seller may not convey and assign or delegate any of its rights or obligations hereunder absent the prior written consent of Trust Depositor and the Trustees, and any attempt to do so without such consent shall be void.

Section 7.05.Amendment.  (a) This Agreement may be amended from time to time by Seller and Trust Depositor, with notice to the Rating Agencies, but without the consent of the Trustees or any of the Noteholders to correct manifest error, to cure any ambiguity, to correct or supplement any provisions herein or therein which may be inconsistent with any other provisions herein, therein or in the Prospectus, as the case may be, or to add any other provisions with respect to matters or questions arising under this Agreement which shall not be inconsistent with the provisions of this Agreement or the Prospectus; provided, however, that such action shall not, as evidenced by an Opinion of Counsel for Seller acceptable to the Indenture Trustee, adversely affect the interests of any Noteholder.

(b)This Agreement may also be amended from time to time by Seller and Trust Depositor, with the consent of the Required Holders, for the purpose of adding any provisions to or changing in any manner or eliminating any of the provisions of this Agreement or of modifying in any manner the rights of the Indenture Trustee for the benefit of Noteholders; provided, however, that no such amendment or waiver shall (i) reduce in any manner the amount of, or accelerate or delay the timing of, collections of payments on any Contracts or distributions that shall be required to be made on any Note or (ii) reduce the aforesaid percentage of the Outstanding Amount of the Notes, the Holders of which are required to consent to any such amendment or waiver pursuant to this Agreement, without the consent of the Holders of all Notes of the relevant Classes then outstanding.

(c)Promptly after the execution of any amendment or consent pursuant to this Section 7.05, Trust Depositor shall furnish written notification of the substance of such amendment and a copy of such amendment to each Trustee and each Rating Agency.

(d)It shall not be necessary for the consent of Noteholders under this Section 7.05 to approve the particular form of any proposed amendment, but it shall be sufficient if such consent shall approve the

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substance thereof.  The manner of obtaining such consents and of evidencing the authorization of the execution thereof by Noteholders shall be subject to such reasonable requirements as the Trustees may prescribe.

(e)Upon the execution of any amendment or consent pursuant to this Section 7.05, this Agreement shall be modified in accordance therewith, and such amendment or consent shall form a part of this Agreement for all purposes.

Section 7.06.Notices.  All notices, demands, certificates, requests and communications hereunder (“notices”) shall be in writing and shall be effective (a) upon receipt when sent through the U.S. mail, registered or certified mail, return receipt requested, postage prepaid, with such receipt to be effective the date of delivery indicated on the return receipt, or (b) upon receipt when sent through an overnight courier, or (c) on the date personally delivered to an Authorized Officer of the party to which sent, or (d) on the date transmitted by legible telecopier or electronic mail transmission with a confirmation of receipt, in all cases addressed to the recipient at the address for such recipient set forth in the Sale and Servicing Agreement.

Each party hereto may, by notice given in accordance herewith to each of the other parties hereto, designate any further or different address to which subsequent notices shall be sent.

All communications and notices pursuant hereto to Noteholders shall be in writing and delivered or mailed at the address shown in the Note Register.

Section 7.07.Merger and Integration.  Except as specifically stated otherwise herein, this Agreement sets forth the entire understanding of the parties relating to the subject matter hereof, and all prior understandings, written or oral, are superseded by this Agreement.  This Agreement may not be modified, amended, waived, or supplemented except as provided herein.

Section 7.08.Headings.  The headings herein are for purposes of reference only and shall not otherwise affect the meaning or interpretation of any provision hereof.

Section 7.09.Governing Law.  This Agreement shall be governed by, and construed and enforced in accordance with, the internal laws of the State of Illinois.

Section 7.10.No Bankruptcy Petition. The Seller covenants and agrees that, prior to the date that is one year and one day after the payment in full of all amounts owing in respect of all outstanding Securities, as well as any other amounts distributable or payable from the Trust Estate, together with any other amounts owing in respect of obligations of the Trust Depositor, it will not institute against, or solicit or join in or cooperate with or encourage any Person to institute against, the Trust Depositor[, the Underlying Trust] or the Trust, any bankruptcy, reorganization, arrangement, insolvency or liquidation proceedings or other similar proceedings under the laws of the United States or any State of the United States.  This Section 7.10 shall survive termination of this Agreement.

[signature page follows]

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IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be executed by their respective officers thereunto duly authorized as of the date first written above.

HARLEY-DAVIDSON CUSTOMER FUNDING CORP.

By:

Printed Name:

Title:

HARLEY-DAVIDSON CREDIT CORP.

By:

Printed Name:

Title:

Signature Page to Transfer and Sale Agreement

Exhibit A

Transfer and Sale

Agreement

FORM OF ASSIGNMENT

In accordance with the Transfer and Sale Agreement (the “Agreement”) dated as of [           ] made by and between the undersigned, as seller thereunder (“Seller”), and Harley-Davidson Customer Funding Corp., a Nevada corporation and wholly-owned subsidiary of Seller (“Trust Depositor”), as purchaser thereunder, the undersigned does hereby sell, transfer, convey and assign, set over and otherwise convey to Trust Depositor (i) all the right, title and interest of Seller in and to the Contracts listed on the List of Contracts delivered on the Closing Date (including, without limitation, all security interests created thereunder), (ii) all rights of the Seller to payments which are collected pursuant to such Contracts after the Cutoff Date, including any liquidation proceeds therefrom, (iii) all rights of Seller under any theft, physical damage, credit life, disability or other individual insurance policy (and rights under a “forced placed” policy, if any), any debt insurance policy or any debt cancellation agreement relating to any such Contract, an Obligor or a Motorcycle securing such Contract, (iv) all security interests in each such Motorcycle, (v) all documents contained in the related Contract Files, (vi) all rights of Seller in the Lockbox, Lockbox Account and related Lockbox Agreement to the extent they relate to the Contracts (but excluding payments received on or before the Cutoff Date), (vii) all rights (but not the obligations) of the Seller under any motorcycle dealer agreements between the dealers (i.e., the originators of certain Contracts) and the Seller, (viii) all rights of Seller to rebates of premiums and other amounts relating to insurance policies, debt cancellation agreements, extended service contracts or other repair agreements and other items financed under such Contracts and (ix) all proceeds and products of the foregoing.

This Assignment is made pursuant to and in reliance upon the representation and warranties on the part of the undersigned contained in Article III of the Agreement and no others.

Capitalized terms used herein but not otherwise defined shall have the meanings assigned to such terms in the Sale and Servicing Agreement dated as of [               ] made by and among the undersigned, as servicer, the Trust Depositor, [Harley-Davidson Motorcycle Grantor Trust [              ],] Harley-Davidson Motorcycle Trust [              ], as issuer, and [                ], as indenture trustee.

A-1

IN WITNESS WHEREOF, the undersigned has caused this Assignment to be duly executed this [     ] day of               .

HARLEY-DAVIDSON CREDIT CORP.

By:

Printed Name:

Title:

A-2

Exhibit B

Transfer and Sale

Agreement

FORM OF OFFICER’S CERTIFICATE

[Form of Closing Certificate of Servicer/Seller]

HARLEY-DAVIDSON CREDIT CORP.

Officer’s Certificate

The undersigned certifies that [s]he is [             ] of Harley-Davidson Credit Corp. (“Harley-Davidson Credit”), and that as such is duly authorized to execute and deliver this certificate on behalf of Harley-Davidson Credit, as Servicer, in connection with the Sale and Servicing Agreement (the “Sale and Servicing Agreement”) dated as of [           ] (the “Effective Date”) by and among Harley-Davidson Credit, as Servicer, Harley-Davidson Customer Funding Corp. (“CFC”), [               ], as Indenture Trustee[, Harley-Davidson Motorcycle Grantor Trust [      ]] and Harley-Davidson Motorcycle Trust [         ] (“Issuer”), and as Seller in connection with the Transfer and Sale Agreement dated as of the Effective Date (the “Transfer and Sale Agreement”) by and between Harley-Davidson Credit and CFC (all capitalized terms used herein without definition having the respective meanings set forth in the Sale and Servicing Agreement), and further certifies as follows:

(1)Attached hereto as Exhibit I is a true and correct copy of the Articles of Incorporation of Harley-Davidson Credit, together with all amendments thereto as in effect on the date hereof.

(2)There has been no other amendment or other document filed affecting the Articles of Incorporation of Harley-Davidson Credit since August 9, 1999, and no such amendment has been authorized by the Board of Directors or shareholders of Harley-Davidson Credit.

(3)Attached hereto as Exhibit II is a Certificate of the Secretary of State of the State of Nevada dated as of a recent date, stating that Harley-Davidson Credit is duly incorporated under the laws of the State of Nevada and is in good standing.

(4)Attached hereto as Exhibit III is a true and correct copy of the By-laws of Harley-Davidson Credit which were in full force and effect as of August 9, 1999 and at all times subsequent thereto.

(5)Attached hereto as Exhibit IV is a true and correct copy of resolutions adopted pursuant to a unanimous written consent of the Board of Directors of Harley-Davidson Credit and relating to the authorization, execution, delivery and performance of the Transfer and Sale Agreement, the Sale and Servicing Agreement, the Underwriting Agreement and the Administration Agreement.  Said resolutions have not been amended, modified, annulled or revoked, and are on the date hereof in full force and effect and are the only resolutions relating to these matters which have been adopted by the Board of Directors.

B-1

(6)No event with respect to Harley-Davidson Credit has occurred and is continuing which would constitute an Event of Termination or an event that, with notice or the passage of time, would constitute an Event of Termination under the Sale and Servicing Agreement.  To the best of my knowledge after reasonable investigation, there has been no material adverse change in the condition, financial or otherwise, or the earnings, business affairs or business prospects of Harley-Davidson Credit, whether or not arising in the ordinary course of business, since the respective dates as of which information is given in the Preliminary Prospectus (as defined in the Underwriting Agreement) or the Prospectus and except as set forth therein.

(7)All federal, state and local taxes of Harley-Davidson Credit due and owing as of the date hereof have been paid.

(8)All representations and warranties of Harley-Davidson Credit contained in the Transfer and Sale Agreement, the Sale and Servicing Agreement, the Underwriting Agreement and the Administration Agreement (collectively, the “Program Agreements”) or in any document, certificate or financial or other statement delivered in connection therewith are true and correct as of the date hereof.

(9)There is no action, investigation or proceeding pending or, to my knowledge, threatened against Harley-Davidson Credit before any court, administrative agency or other tribunal (a) asserting the invalidity of any Program Agreement to which Harley-Davidson Credit is a party; or (b) which is likely materially and adversely to affect Harley-Davidson Credit’s performance of its obligations under, or the validity or enforceability of, the Program Agreements.

(10)No consent, approval, authorization or order of, and no notice to or filing with, any governmental agency or body or state or federal court is required to be obtained by Harley-Davidson Credit for Harley-Davidson Credit’s consummation of the transactions contemplated by the Program Agreements, except such as have been obtained or made and such as may be required under the blue sky laws of any jurisdiction in connection with the issuance and sale of the Notes or the issuance of the Certificate.

(11)Neither Harley-Davidson Credit’s transfer and assignment of the Contract Assets to CFC, CFC’s concurrent transfer and assignment of the Trust Corpus to the [Underlying Trust][Trust, nor the concurrent pledge by the Trust of the Collateral to the Indenture Trustee], nor the issuance and sale of the Notes, the issuance of the Certificate or the entering into of the Program Agreements, nor the consummation of any other of the transactions contemplated therein, will violate or conflict with any agreement or instrument to which Harley-Davidson Credit is a party or by which it is otherwise bound.

(12)In connection with the transfers of Contracts and related assets contemplated in the Transfer and Sale Agreement, (a) Harley-Davidson Credit has not made such transfer with actual intent to hinder, delay or defraud any creditor of Harley-Davidson Credit, and (b) Harley-Davidson Credit has not received less than a reasonably equivalent value in exchange for such transfer, is not on the date hereof insolvent (nor will Harley-Davidson Credit become insolvent as a result thereof), is not engaged (or about to engage) in a business or transaction for which it has unreasonably small capital, and does not intend to incur or believe it will incur debts beyond its ability to pay when matured.

B-2

(13)The sole shareholder of Harley-Davidson Credit is Harley-Davidson Financial Services, Inc., a Delaware corporation, which has its chief executive office and only office in Chicago, Illinois, and has no other offices in any other state.

(14)Each of the agreements and conditions of Harley-Davidson Credit to be performed or satisfied on or before the Closing Date under the Program Agreements has been performed or satisfied in all material respects.

(15)Each Contract being transferred pursuant to the Transfer and Sale Agreement is evidenced by a written agreement providing for a repayment obligation as well as a security interest in the related Motorcycle securing such obligation.

(16)Harley-Davidson Credit has not authorized the filing of any UCC financing statements listing the Contract Assets as collateral other than financing statements relating to the transactions contemplated in the Transfer and Sale Agreement.

*   *   *   *   *   *

B-3

In Witness Whereof, I have affixed my signature hereto this     day of [        ].

By:

Printed Name:

Title:

EX-10.2

Exhibit 10.2

SALE AND SERVICING AGREEMENT

among

HARLEY-DAVIDSON MOTORCYCLE TRUST [           ],

as Issuer,

HARLEY-DAVIDSON CUSTOMER FUNDING CORP.,

as Trust Depositor,

[HARLEY-DAVIDSON MOTORCYCLE GRANTOR TRUST [           ],

as Underlying Trust,]

HARLEY-DAVIDSON CREDIT CORP.,

as Servicer

and

[                                                      ],

as Indenture Trustee

Dated as of [                     ]

Table of Contents

		Page
ARTICLE ONE DEFINITIONS		1
Section 1.01.	Definitions	1
Section 1.02.	Usage of Terms	18
Section 1.03.	Section References	18
Section 1.04.	Calculations	18
Section 1.05.	Accounting Terms	19
ARTICLE TWO TRANSFER OF CONTRACTS		19
Section 2.01.	Closing	19
Section 2.02.	Conditions to the Closing	19
ARTICLE THREE REPRESENTATIONS AND WARRANTIES		21
Section 3.01.	Representations and Warranties Regarding the Trust Depositor	21
Section 3.02.	Representations and Warranties Regarding the Servicer	23
ARTICLE FOUR PERFECTION OF TRANSFER AND PROTECTION OF SECURITY INTERESTS		24
Section 4.01.	Custody of Contracts	24
Section 4.02.	Filing	25
Section 4.03.	Name Change or Relocation	25
Section 4.04.	Costs and Expenses	26
ARTICLE FIVE SERVICING OF CONTRACTS		26
Section 5.01.	Responsibility for Contract Administration	26
Section 5.02.	Standard of Care	26
Section 5.03.	Records	26
Section 5.04.	Inspection	26
Section 5.05.	Trust Accounts	27
Section 5.06.	Enforcement	28
Section 5.07.	Trustees to Cooperate	29
Section 5.08.	Costs and Expenses	30
Section 5.09.	Maintenance of Security Interests in Motorcycles	30
Section 5.10.	Successor Servicer/Lockbox Agreements	30
Section 5.11.	Separate Entity Existence	30
ARTICLE SIX THE TRUST DEPOSITOR		31
Section 6.01.	Covenants of the Trust Depositor	31
Section 6.02.	Liability of Trust Depositor; Indemnities	32
Section 6.03.	Merger or Consolidation of, or Assumption of the Obligations of, Trust Depositor; Certain Limitations	34
Section 6.04.	Limitation on Liability of Trust Depositor and Others	35
Section 6.05.	Trust Depositor Not to Resign	35
ARTICLE SEVEN DISTRIBUTIONS; RESERVE FUND		35
Section 7.01.	Monthly Distributions	35
Section 7.02.	Fees	35
Section 7.03.	Advances	35
Section 7.04.	Reserved	36
Section 7.05.	Distributions; Priorities	36
Section 7.06.	Reserve Fund[; Risk Retention Reserve Account].	41
Section 7.07.	Reserved	42
Section 7.08.	Purchase of Contracts for Breach of Representations and Warranties	42
Section 7.09.	Reassignment of Reacquired Contracts	43
Section 7.10.	Servicer’s Purchase Option	43

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Section 7.11.	Purchase of Contracts for Breach of Servicing Obligations	43
Section 7.12.	Interest Rate [Swap][Cap] Agreement	44
Section 7.13.	Interest Rate [Swap][Cap] Agreement	46
ARTICLE EIGHT EVENTS OF TERMINATION; SERVICE TRANSFER		48
Section 8.01.	Events of Termination	48
Section 8.02.	Waiver of Event of Termination	48
Section 8.03.	Servicing Transfer	48
Section 8.04.	Successor Servicer to Act; Appointment of Successor Servicer	49
Section 8.05.	Notification Noteholders	49
Section 8.06.	Effect of Transfer	50
Section 8.07.	Database File	50
Section 8.08.	Successor Servicer Indemnification	50
Section 8.09.	Responsibilities of the Successor Servicer	50
Section 8.10.	Limitation of Liability of Servicer	51
Section 8.11.	Merger or Consolidation of Servicer	51
Section 8.12.	Servicer Not to Resign	51
Section 8.13.	Appointment of Subservicer	51
ARTICLE NINE REPORTS		52
Section 9.01.	Monthly Reports	52
Section 9.02.	Officer’s Certificate	52
Section 9.03.	Other Data	52
Section 9.04.	Report on Assessment of Compliance with Servicing Criteria and Attestation; Annual Officer’s Certificate	52
Section 9.05.	Monthly Reports to Noteholders	53
Section 9.06.	Regulation AB	54
Section 9.07.	Information to Be Provided by the Indenture Trustee	54
Section 9.08.	Exchange Act Reporting	55
ARTICLE TEN TERMINATION		56
Section 10.01.	Sale of Trust Assets	56
ARTICLE ELEVEN MISCELLANEOUS		56
Section 11.01.	Amendment	56
Section 11.02.	Protection of Title to Trust	57
Section 11.03.	Governing Law	58
Section 11.04.	Notices	58
Section 11.05.	Severability of Provisions	60
Section 11.06.	Assignment	60
Section 11.07.	Third Party Beneficiaries	60
Section 11.08.	Counterparts	60
Section 11.09.	Headings	60
Section 11.10.	No Bankruptcy Petition; Disclaimer and Subordination	61
Section 11.11.	Limitation of Liability of Owner Trustee and Indenture Trustee	61

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EXHIBITS

Exhibit A	Form of Assignment	A-1
Exhibit B	Form of Closing Certificate of Trust Depositor	B-1
Exhibit C	Form of Closing Certificate of Seller/Servicer	C-1
Exhibit D	Form of Servicing Officer Certification as to Monthly Report	D-1
Exhibit E	Servicing Criteria to be Addressed in Indenture Trustee’s Assessment of Compliance	E-1
Exhibit F	Form of Indenture Trustee’s Annual Certificate	F-1
Exhibit G	Form of Certificate Regarding Reacquired Contracts	G-1
Exhibit H	List of Contracts	H-1
Exhibit I	Form of Monthly Report to Noteholders	I-1
Exhibit J	Seller’s Representations and Warranties	J-1
Exhibit K	Lockbox Bank and Lockbox Account	K-1

iii

THIS SALE AND SERVICING AGREEMENT, dated as of [                      ] (this “Agreement”), is entered into by and among Harley-Davidson Motorcycle Trust [             ] (together with its successors and assigns, the “Issuer” or the “Trust”), Harley-Davidson Customer Funding Corp. (together with its successor and assigns, the “Trust Depositor”), [Harley-Davidson Motorcycle Grantor Trust [             ] (together with its successors and assigns, the “Underlying Trust”),] [                      ] (solely in its capacity as Indenture Trustee, together with its successors and assigns, the “Indenture Trustee”) and Harley-Davidson Credit Corp. (solely in its capacity as Servicer, together with its successor and assigns, “Harley-Davidson Credit” or the “Servicer”).

WHEREAS the Issuer desires to acquire from the Trust Depositor a pool of fixed-rate, simple interest promissory notes and security agreements and retail installment sale contracts relating to Harley-Davidson motorcycles and motorcycles not manufactured by Harley-Davidson (collectively, the “Contracts”) purchased by Harley-Davidson Credit and subsequently sold by Harley-Davidson Credit to the Trust Depositor;

WHEREAS the Trust Depositor is willing to transfer and assign the Contracts to the [Issuer][Underlying Trust] pursuant to the terms hereof; and

WHEREAS the Servicer is willing to service the Contracts pursuant to the terms hereof;

NOW, THEREFORE, in consideration of the premises and the mutual covenants herein contained, the parties hereto agree as follows:

ARTICLE ONE

DEFINITIONS

Section 1.01.        Definitions.  Whenever used in this Agreement, the following words and phrases, unless the context otherwise requires, shall have the following meanings:

[“Adjusted Aggregate Principal Balance” will equal the Aggregate Principal Pool Balance less the Yield Supplement Overcollateralization Amount.]

“Administration Agreement” means the Administration Agreement, dated as of the date hereof, among the Issuer, Harley-Davidson Credit Corp. (in its capacity as administrator), the Trust Depositor[, the Underlying Trust] and the Indenture Trustee.

“ADR Organization” means The American Arbitration Association or, if The American Arbitration Association no longer exists or if its ADR Rules would no longer permit mediation or arbitration, as applicable, of the dispute, another nationally recognized mediation or arbitration organization selected by the Seller.

“ADR Rules” means the relevant rules of the ADR Organization for mediation (including non-binding arbitration) or binding arbitration, as applicable, of commercial disputes in effect at the time of the mediation or arbitration.

“Advance” means, with respect to any Distribution Date, the amounts, if any, deposited by the Servicer in the Collection Account for such Distribution Date pursuant to Section 7.03.

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“Affiliate” of any specified Person means any other Person controlling or controlled by, or under common control with, such specified Person.  For the purposes of this definition, “control” when used with respect to any specified Person means the power to direct the management and policies of such Person, directly or indirectly, whether through the ownership of voting securities, by contract or otherwise; and the terms “controlling” or “controlled” have meanings correlative to the foregoing.

“Aggregate Principal Balance” will equal the sum of the Principal Balances of each outstanding Contract.

“Agreement” means this Sale and Servicing Agreement, as amended, supplemented or otherwise modified from time to time in accordance with the terms hereof.

“Asset Representations Review Agreement” means the Asset Representations Review Agreement, dated as of the Cutoff Date, among the Issuer, the Servicer and the Asset Representations Reviewer.

“Asset Representations Reviewer” means [                     ], a [                        ].

“Asset Representations Reviewer Fee” means “Review Fee” as such term is defined in the Asset Representations Review Agreement.

“Available Monies” means, with respect to any Distribution Date, the sum (without duplication) of (a) the following amounts received by the Servicer on or in respect of the Contracts during the related Due Period: (i) all amounts received in respect of principal of and interest on the Contracts, (ii) all Net Liquidation Proceeds, and (iii) all amounts received in respect of interest, dividends, gains, income and earnings on investment of funds in the Trust Accounts as contemplated in Section 5.05(d), and (b) the following amounts received on or prior to such Distribution Date: (i) the aggregate of the Purchase Prices for Contracts reacquired by the Trust Depositor pursuant to Section 7.08 or moneys otherwise deposited in the Collection Account pursuant to such Section, (ii) all Advances made by the Servicer pursuant to Section 7.03, (iii) all amounts paid by the Servicer in connection with an optional purchase of the Contracts pursuant to Section 7.10, (iv) the aggregate of the Purchase Prices for Contracts purchased by the Servicer pursuant to Section 7.11, [(v) the Net Swap Receipt, if any, received from the [Swap][Cap] Counterparty for such Distribution Date, and [Swap][Cap] Termination Payments made by the [Swap][Cap] Counterparty (less any amounts used to enter into a Replacement [Swap][Cap] Agreement)].

“Business Day” means any day other than a Saturday or a Sunday, or another day on which banking institutions in the cities of [                   ], [                   ] or New York, New York are authorized or obligated by law, executive order, or governmental decree to be closed.

“Certificate[s]” means [a Trust Certificate][the Trust Certificates] (as such term is defined in the Trust Agreement), representing a beneficial equity interest in the Trust and issued pursuant to the Trust Agreement.

“Certificate Register” shall have the meaning specified in the Trust Agreement.

“Certificateholder[s]” shall have the meaning specified in the Trust Agreement.

“Class” means all Notes whose form is identical except for variation in denomination, principal amount or owner.

“Class A Noteholder” means the Person in whose name a Class A Note is registered in the Note Register.

2

“Class A Notes” means, collectively, the Class A-1 Notes, the Class A-2 Notes, the Class A-3 Notes and the Class A-4 Notes.

“Class A-1 Final Distribution Date” means the [      ] Distribution Date.

“Class A-1 Noteholder” means the Person in whose name a Class A-1 Note is registered in the Note Register.

“Class A-1 Notes” has the meaning set forth in the Indenture.

“Class A-1 Rate” means [      ]% per annum (computed on the basis of the actual number of days elapsed and a 360-day year).

“Class A-2 Final Distribution Date” means the [    ] Distribution Date.

“Class A-2 Noteholder” means a Class A-2a Noteholder or a Class A-2b Noteholder.

“Class A-2 Notes” means the Class A-2a Notes and the Class A-2b Notes, collectively.

“Class A-2a Noteholder” means the Person in whose name a Class A-2a Note is registered in the Note Register.

“Class A-2a Notes” has the meaning set forth in the Indenture.

“Class A-2a Rate” means [     ]% per annum (computed on the basis of a 360-day year of twelve 30-day months).

“Class A-2b Noteholder” means the Person in whose name a Class A-2b Note is registered in the Note Register.

“Class A-2b Notes” has the meaning set forth in the Indenture.

“Class A-2b Rate” means LIBOR plus [     ]% per annum (computed on the basis of the actual number of days elapsed and a 360-day year).

“Class A-3 Final Distribution Date” means the [     ] Distribution Date.

“Class A-3 Noteholder” means the Person in whose name a Class A-3 Note is registered in the Note Register.

“Class A-3 Notes” has the meaning set forth in the Indenture.

“Class A-3 Rate” means [     ]% per annum (computed on the basis of a 360-day year of twelve 30-day months).

“Class A-4 Final Distribution Date” means the [             ] Distribution Date.

“Class A-4 Noteholder” means the Person in whose name a Class A-4 Note is registered in the Note Register.

“Class A-4 Notes” has the meaning set forth in the Indenture.

3

“Class A-4 Rate” means [     ]% per annum (computed on the basis of a 360-day year of twelve 30-day months).

“Class B Final Distribution Date” means the [                 ] Distribution Date.

“Class B Noteholder” means the Person in whose name a Class B Note is registered in the Note Register.

“Class B Notes” has the meaning set forth in the Indenture.

“Class B Rate” means [     ]% per annum (computed on the basis of a 360-day year of twelve 30-day months).

“Class C Final Distribution Date” means the [                    ] Distribution Date.

“Class C Noteholder” means the Person in whose name a Class C Note is registered in the Note Register.

“Class C Notes” has the meaning set forth in the Indenture.

“Class C Rate” means [     ]% per annum (computed on the basis of a 360-day year of twelve 30-day months).

“Class D Final Distribution Date” means the [                         ] Distribution Date.

“Class D Noteholder” means the Person in whose name a Class D Note is registered in the Note Register.

“Class D Notes” has the meaning set forth in the Indenture.

“Class D Rate” means [     ]% per annum (computed on the basis of a 360-day year of twelve 30-day months).

“Clearing Agency” shall have the meaning specified in the Indenture.

“Closing Date” means [                            ].

“Code” means the Internal Revenue Code of 1986, as amended.

“Collateral” shall have the meaning specified in the Indenture.

“Collection Account” means a trust account as described in Section 5.05 maintained in the name of the Indenture Trustee and which shall be an Eligible Account.

“Computer File” means the computer file generated by the Servicer which provides information relating to the Contracts and which was used by the Seller in selecting the Contracts sold to the Trust Depositor pursuant to the Transfer and Sale Agreement and transferred to the Trust by the Trust Depositor pursuant to this Agreement, and includes the master file and the history file as well as servicing information with respect to the Contracts.

“Contract Assets” has the meaning assigned in Section 2.01 of the Transfer and Sale Agreement.

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“Contract File” means, as to each Contract, (a) the original Contract (or with respect to “electronic chattel paper”, the “authoritative copy” thereof), including the executed promissory note and security agreement or retail installment sale contract or other evidence of the obligation of the Obligor, (b) the original title certificate to the Motorcycle and, where applicable, the certificate of lien recordation, or, if such title certificate has not yet been issued, an application for such title certificate, or other appropriate evidence of a security interest in the covered Motorcycle; (c) the assignments of the Contract; (d) the original(s) (or with respect to “electronic chattel paper,” the “authoritative copy”) of any agreement(s) modifying the Contract including, without limitation, any extension agreement(s) and (e) documents evidencing the existence of physical damage insurance covering such Motorcycle (terms in quotation marks have the meaning assigned to them in the UCC).

“Contract Rate” means, as to any Contract, the annual rate of interest with respect to such Contract.

“Contracts” means the promissory notes and security agreements or retail installment sale contracts described in the List of Contracts and constituting part of the Trust Corpus, and includes, without limitation, all related security interests and any and all rights to receive payments which are collected pursuant thereto after the Cutoff Date, but excluding any rights to receive payments which are collected pursuant thereto on or prior to the Cutoff Date.

“Controlling Class” means the Class A Notes (voting together as a single class, if applicable) for so long as any Class A Notes are outstanding, then the Class B Notes for so long as any Class B Notes are outstanding, then the Class C Notes for so long as any Class C Notes are outstanding, and then the Class D Notes for so long as any Class D Notes are outstanding.

“Corporate Trust Office” means the office of the Indenture Trustee at which at any particular time its activities under the Transaction Documents shall be principally administered, which office at the date of the execution of this Agreement is located at the address set forth in Section 11.04.

“Cram Down Loss” means, with respect to a Contract, if a court of appropriate jurisdiction in a bankruptcy or insolvency proceeding shall have issued an order reducing the Principal Balance of such Contract, the amount of such reduction (with a “Cram Down Loss” being deemed to have occurred on the date of issuance of such order).

“Cutoff Date” means the close of business on [           ].

“Defaulted Contract” means a Contract with respect to which there has occurred one or more of the following: (i) all or some portion of any payment under the Contract is 120 days or more delinquent, (ii) repossession (and expiration of any redemption period) of a Motorcycle securing the Contract or (iii) the Servicer has determined in good faith that an Obligor is not likely to resume payment under the Contract.

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“Delinquency Trigger” means, for any Due Period, that the aggregate Principal Balance of Contracts that are 60 days or more Delinquent (assuming 30-day months) as a percentage of the Pool Balance as of the last day of the Due Period exceeds [   ]%.

“Delinquent” means, as of a date of determination, a Contract with a past due amount greater than 10% of the scheduled payment then due; provided, no Contract with a past due amount of $10 or less shall be deemed “Delinquent.”

“Delinquent Interest” means, with respect to each Determination Date, all accrued and unpaid interest on any Contract for which the related Obligor is 30 or more days delinquent (assuming 30-day months) in any payment due, as of the last day of the related Due Period.

“Designated LIBOR Page” means the display on Reuters Screen LIBOR01 Page or any successor service or any page as may replace the designated page on that service or any successor service that display the London interbank rates of major banks for U.S. dollars.

“Determination Date” means the fourth Business Day following the conclusion of a Due Period during the term of this Agreement.

“Distribution Date” means the fifteenth day of each calendar month during the term of this Agreement, or if such day is not a Business Day, the next Business Day, with the first such Distribution Date hereunder being [                  ].

“Due Date” means, with respect to any Contract, the day of the month on which each scheduled payment of principal and interest is due on such Contract, exclusive of days of grace.

“Due Period” means a calendar month during the term of this Agreement, and (i) the Due Period related to a Determination Date or Distribution Date shall be the calendar month immediately preceding such date; provided, however, that with respect to the first Determination Date or first Distribution Date, the Due Period shall be the period from the Cutoff Date through [           ] and (ii) the Due Period related to the Purchase Price shall be the calendar month in which the Seller or Servicer, as applicable, becomes aware or receives notice of the breach or potential breach giving rise to a repurchase or a purchase obligation pursuant to Section 7.08 or 7.11, as applicable.

“Eligible Account” means a segregated deposit account maintained with the Indenture Trustee, acting in its fiduciary capacity, or a depository institution or trust company organized under the laws of the United States of America, or any of the States thereof, or the District of Columbia, the deposits of which are insured by the Federal Deposit Insurance Corporation, having a certificate of deposit, short-term deposit or commercial paper rating of at least [   ] by [            ] and [   ] by [            ].

“Eligible Investments” mean book-entry securities, negotiable instruments or securities represented by instruments in bearer or registered form which evidence:

(a)           direct obligations of, and obligations fully guaranteed as to timely payment by, the United States of America;

(b)           demand deposits, time deposits or certificates of deposit of any depository institution or trust company incorporated under the laws of the United States of America or any State (or any domestic branch of a foreign bank) and subject to supervision and examination by Federal or State banking or depository institution authorities; provided, however, that at the time of the investment or contractual commitment to invest therein, the commercial paper or other

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short-term senior unsecured debt obligations (other than such obligations the rating of which is based on the credit of a Person other than such depository institution or trust company) thereof shall have a credit rating from each Rating Agency in the highest investment category granted thereby;

(c)           commercial paper, master notes, promissory notes, demand notes or other short term debt obligations having, at the time of the investment or contractual commitment to invest therein, a rating from each Rating Agency in the highest investment category granted thereby;

(d)           investments in money market funds having a rating from each Rating Agency in the highest investment category granted thereby (including funds for which the Indenture Trustee or the Owner Trustee or any of their respective Affiliates is investment manager or advisor);

(e)           notes or bankers’ acceptances issued by any depository institution or trust company referred to in clause (b);

(f)            repurchase and reverse repurchase agreements collateralized by securities issued or guaranteed by the United States government or any agency, instrumentality or establishment of the United States government, in either case entered into with a depository institution or trust company (acting as principal) described in clause (b), or entered into with an entity (acting as principal) which has, or whose parent has, a credit rating from each Rating Agency in the highest credit category granted thereby; and

(g)           any other investment with respect to which the Rating Agency Condition is satisfied.

“Event of Termination” means an event specified in Section 8.01.

“Excess Amounts” shall mean Available Monies after distributions made in accordance with Section 7.05(a)(i) through [(xi)].

“Exchange Act” means the Securities Exchange Act of 1934, as amended.

“Final Distribution Date” means the Class A-1 Final Distribution Date, the Class A-2 Final Distribution Date, the Class A-3 Final Distribution Date, the Class A-4 Final Distribution Date, the Class B Final Distribution Date, the Class C Final Distribution Date, or the Class D Final Distribution Date, as the case may be.

“First Priority Principal Distributable Amount” means, with respect to any Distribution Date, an amount, not less than zero, equal to the difference of (a) the aggregate Outstanding Amount of the Class A Notes as of such Distribution Date (before giving effect to any principal payments made on the Class A Notes on such Distribution Date), minus (b) the [Adjusted] Aggregate Principal Balance at the end of Due Period related to that Distribution Date; provided, however, that the First Priority Principal Distributable Amount shall not exceed the Outstanding Amount of the Class A Notes (before giving effect to any principal payments made on the Class A Notes on such Distribution Date); provided, further, that the First Priority Principal Distributable Amount on or after the Final Distribution Date for a Class of Class A Notes shall not be less than the amount that is necessary to pay such Class of Class A Notes in full.

“Fixed Rate Notes” means the Class A-1 Notes, the Class A-2a Notes, the Class A-3 Notes, the Class A-4 Notes, the Class B Notes, the Class C Notes and the Class D Notes.

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“Floating Rate Notes” means the Class A-2b Notes.

“Form 10-D Disclosure Item” means with respect to any Person, any litigation or governmental proceedings pending against (i) such Person in the case of the Issuer, the Seller, the Indenture Trustee, the Owner Trustee or the Servicer or (ii) a Responsible Officer of such Person in the case of the Owner Trustee or Indenture Trustee, to the extent such Person (or Responsible Officer of such Person, has actual knowledge thereof, in each case that would be material to the Noteholders.

“Form 10-K Disclosure Item” means with respect to any Person, (a) any Form 10-D Disclosure Item, (b) any affiliations between such Person and the Seller, the Servicer, the Trust Depositor, the Owner Trustee and the Indenture Trustee (each, an “Item 1119 Party”), to the extent such Person, or in the case of the Owner Trustee or Indenture Trustee, a Responsible Officer of such Person, has actual knowledge thereof and (c) any relationships or transactions between such Person and any Item 1119 Party that are outside the ordinary course of business or on terms other than would be obtained in an arm’s-length transaction with an unrelated third party, apart from the transactions contemplated under the Transaction Documents, and that are material to the investors’ understanding of the Notes, but only to the extent such Person, or in the case of the Owner Trustee or Indenture Trustee, a Responsible Officer of such Person, has actual knowledge of such relationships or transactions.

“Harley-Davidson” means, collectively, Harley-Davidson, Inc. and its subsidiaries.

“Holder” means, with respect to a (i) Certificate, the Person in whose name such Certificate is registered in the Certificate Register and (ii) Note, the Person in whose name such Note is registered in the Note Register.

“Indenture” means the Indenture, dated as of the date hereof, between the Issuer and the Indenture Trustee.

“Indenture Trustee” means the Person acting as Indenture Trustee under the Indenture, including any successor trustee under the Indenture.

“Indenture Trustee Fee” means, with respect to any Distribution Date, the greater of (i) one-twelfth of the product of [              ]% and the Pool Balance as of the beginning of the related Due Period, or (ii) $200.00.

“Independent” when used with respect to any specified Person, means such a Person who (i) is in fact independent of the Issuer, the Trust Depositor or the Servicer, (ii) is not a director, officer or employee of any Affiliate of the Issuer, the Trust Depositor or the Servicer, (iii) is not a person related to any officer or director of the Issuer, the Trust Depositor or the Servicer or any of their respective Affiliates, (iv) is not a holder (directly or indirectly) of more than 10% of any voting securities of Issuer, the Trust Depositor or the Servicer or any of their respective Affiliates, and (v) is not connected with the Issuer, the Trust Depositor or the Servicer as an officer, employee, promoter, underwriter, trustee, partner, director or person performing similar functions.

“Interest Period” means (i) with respect to any Distribution Date and the Class A-1 Notes and the Floating Rate Notes, the period from and including the Distribution Date immediately preceding such Distribution Date (or, in the case of the first Distribution Date, from and including the Closing Date) to but excluding such Distribution Date and (ii) with respect to any Distribution Date and the Fixed Rate Notes (other than the Class A-1 Notes), the period from and including the fifteenth day of the month of the Distribution Date immediately preceding such Distribution Date (or, in the case of the first

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Distribution Date, from and including the Closing Date) to but excluding the fifteenth day of the month of such Distribution Date.

“Interest Rate” means the Class A-1 Rate, the Class A-2a Rate, the Class A-2b Rate, the Class A-3 Rate, the Class A-4 Rate, the Class B Rate, the Class C Rate or the Class D Rate, as applicable.

[“Interest Rate [Swap][Cap] Agreement” means (i) the 1992 ISDA Master Agreement, the Schedule and the 1994 Credit Support Annex thereto, each dated as of the Closing Date, between the [Swap][Cap] Counterparty and the Issuer, and the Confirmations thereto, each dated as of the Closing Date, and entered into pursuant to such ISDA Master Agreement, as the same may be amended or supplemented from time to time in accordance with the terms thereof, and (ii) any Replacement Interest Rate [Swap][Cap] Agreement.]

“Issuer” means the Harley-Davidson Motorcycle Trust [       ].

“Late Payment Penalty Fees” means any late payment fees paid by Obligors on Contracts.

“LIBOR” means (i) for the initial Interest Period, [   ]%, and (ii) for any Interest Period thereafter, the rate for deposits in U.S. Dollars having a maturity of one month (commencing on the first day of such Interest Period) that appears on the Designated LIBOR Page as of 11:00 a.m. London time, on the applicable LIBOR Determination Date.  If one-month LIBOR does not appear on the Designated LIBOR Page, the Indenture Trustee shall request the principal London offices of each of four major reference banks in the London interbank market, which may include the Indenture Trustee and its affiliates, as selected by the Indenture Trustee, to provide the Indenture Trustee with their offered quotations for deposits in U.S. Dollars for the period of one month (commencing on the first day of such Interest Period), to prime banks in the London interbank market at approximately 11:00 a.m., London time, on such LIBOR Determination Date and in a principal amount that is representative of a single transaction in U.S. Dollars in that market at that time.  If at least two such quotations are provided, LIBOR for the applicable Interest Period will be the arithmetic mean of the quotations, rounded upwards to the nearest one-sixteenth of one percent.  If fewer than two such quotations are provided, LIBOR for the applicable Interest Period will be the rate calculated by the Indenture Trustee as the arithmetic mean, rounded upwards to the nearest one-sixteenth of one percent, of the rates quoted at approximately 11:00 a.m., New York, New York time, on the applicable LIBOR Determination Date by three major banks selected by the Indenture Trustee, which may include the Indenture Trustee and its affiliates, in New York, New York for loans in U.S. Dollars to leading European banks in a principal amount that is representative of a single transaction in U.S. Dollars in that market at that time and having a maturity of one month.  If the banks so selected by the Indenture Trustee are not quoting as described in this definition, LIBOR for the applicable Interest Period will be LIBOR in effect for the prior Interest Period.

“LIBOR Determination Date” means, for each Interest Period, the day that is two London Business Days prior to the first day of such Interest Period.

“Lien” means a security interest, lien, charge, pledge, equity or encumbrance of any kind, other than tax liens, mechanics’ liens and any liens that attach to the respective Contract by operation of law.

“Liquidated Contract” means a Contract with respect to which there has occurred one or more of the following, as determined as of the end of a Due Period: (i) 90 days have elapsed following the date of repossession (and expiration of any redemption period) with respect to the Motorcycle securing such Contract, (ii) the receipt of proceeds by the Servicer from the sale of a repossessed Motorcycle securing a Contract, (iii) the Servicer has determined in good faith that all amounts expected to be recovered have

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been received with respect to such Contract, or (iv) all or any portion of any payment is delinquent 150 days or more.

“List of Contracts” means the list identifying each Contract constituting part of the Trust Corpus, which list (a) identifies each Contract and (b) sets forth as to each Contract (i) the Principal Balance as of the Cutoff Date, (ii) the amount of monthly payments due from the Obligor, (iii) the Contract Rate and (iv) the maturity date, and which list (as in effect on the Closing Date) is attached to this Agreement as Exhibit H.

“Lockbox” means the post office box maintained by a Lockbox Bank identified on Exhibit K hereto and any other Lockbox hereafter established to accept collections on the Contracts.

“Lockbox Account” means the account maintained with the Lockbox Bank and identified on Exhibit K hereto and any other account hereafter established to accept collections on the Contracts.

“Lockbox Agreement” means the Amended and Restated Lockbox Administration Agreement dated as of July 14, 2009 by and among the Lockbox Bank, the Servicer, the Trust Depositor, Harley-Davidson Warehouse Funding Corp., a Nevada corporation, The Bank of New York Mellon Trust Company, National Association, JPMorgan Chase Bank, National Association, Eaglemark Customer Funding Corporation IV, and Bank of America, National Association, with respect to the Lockbox Account, unless such agreement shall be terminated in accordance with its terms, in which event “Lockbox Agreement” shall mean such other agreement, in form and substance acceptable to the above-described parties; such term shall also include any other agreement having substantially the same terms as the existing agreement described above, between or among a Lockbox Bank, the Indenture Trustee and the Servicer, the Trust Depositor and any other parties in respect of any Lockbox Account.

“Lockbox Bank” means the financial institution maintaining the Lockbox Account and identified on Exhibit K hereto or any successor thereto and any other financial institution at which a Lockbox Account is maintained.

“London Business Day” means any day on which dealings in deposits in U.S. Dollars are transacted in the London interbank market.

“Monthly Report” shall have the meaning specified in Section 9.05.

“Monthly Servicing Fee” means, as to any Distribution Date, one-twelfth of the product of [1.00]% and the Pool Balance as of the beginning of the related Due Period or, with respect to the first Distribution Date after the Closing Date, as of the Cutoff Date.

“Motorcycle” means a motorcycle manufactured by a subsidiary of Harley-Davidson, Inc. (or in certain limited instances certain other manufacturers) securing a Contract.

“Net Liquidation Losses” means, as of any Distribution Date, with respect to all Liquidated Contracts on an aggregate basis, the amount, if any, by which (a) the outstanding Principal Balance of all Liquidated Contracts (as of the respective dates upon which they became Liquidated Contracts) exceeds (b) the Net Liquidation Proceeds received in respect of Liquidated Contracts.

“Net Liquidation Proceeds” means, as to any Liquidated Contract, the proceeds realized on the sale or other disposition of the related Motorcycle, including proceeds realized on the repurchase of such Motorcycle by the originating dealer for breach of warranties, and the proceeds of any insurance relating to such Motorcycle, after payment of all reasonable expenses incurred in the collection of such proceeds,

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together, in all instances, with the expected or actual proceeds of any recourse rights relating to such Contract as well as any post-disposition proceeds or other amounts in respect of a Liquidated Contract received by the Servicer.

[“Net [Swap][Cap] Payment” means, for any Distribution Date, the net amount owed by the Issuer to the [Swap][Cap] Counterparty, if any, on such Distribution Date under the Interest Rate [Swap][Cap] Agreement, excluding any [Swap][Cap] Termination Payment.

“Net [Swap][Cap] Receipt” means, for any Distribution Date, the net amount owed by the [Swap][Cap] Counterparty to the Issuer, if any, on such Distribution Date under the Interest Rate [Swap][Cap] Agreement, excluding any [Swap][Cap] Termination Payment.]

“Note Depository Agreement” shall have the meaning specified in the Indenture.

“Note Distribution Account” means the account established and maintained as such pursuant to Section 5.05.

“Note Interest Carryover Shortfall” means, with respect to any Distribution Date and a Class of Notes, the excess, if any, of the sum of the Note Interest Distributable Amount for such Class for the immediately preceding Distribution Date, over the amount in respect of interest that was actually paid from the Note Distribution Account with respect to such Class on such preceding Distribution Date, plus interest on such excess, to the extent permitted by applicable law, at the applicable Interest Rate for the related Interest Period.

“Note Interest Distributable Amount” means, with respect to any Distribution Date and a Class of Notes, the sum of the Note Monthly Interest Distributable Amount and the Note Interest Carryover Shortfall for such Class of Notes with respect to such Distribution Date.

“Note Monthly Interest Distributable Amount” means, with respect to any Distribution Date for any Class of Notes, interest accrued for the related Interest Period at the applicable Interest Rate for such Class of Notes on the outstanding principal amount of the Notes of such Class on the immediately preceding Distribution Date, after giving effect to all payments of principal to Noteholders of such Class on or prior to such preceding Distribution Date (or, in the case of the first Distribution Date, on the original principal amount of such Class of Notes).

“Note Pool Factor” means with respect to any Class of Notes as of the close of business on any Distribution Date, a seven-digit decimal figure equal to the outstanding principal amount of such Class of Notes (after giving effect to any reductions thereof to be made on such Distribution Date) divided by the original outstanding principal amount of such Class of Notes.

“Note Register” shall have the meaning specified in the Indenture.

“Noteholder” shall have the meaning specified in the Indenture.

“Noteholders’ Regular Principal Distributable Amount” means, with respect to any Distribution Date, the excess of the Principal Distributable Amount with respect to such Distribution Date over the aggregate amount of the First Priority Principal Distributable Amount, the Second Priority Principal Distributable Amount, and the Third Priority Principal Distributable Amount distributed on such Distribution Date; provided, however, that the Noteholder’s Regular Principal Distributable Amount shall not exceed the Outstanding Amount of the Notes (after giving effect to other amounts distributable in respect of principal on the Class A Notes, Class B Notes, and Class C Notes to be deposited in the Note

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Distribution Account in respect of the First Priority Principal Distributable Amount, the Second Priority Principal Distributable Amount, and the Third Priority Principal Distributable Amount on such Distribution Date); and provided, further, that the Noteholder’s Regular Principal Distributable Amount on or after the Final Distribution Date for a Class of Notes shall not be less than the amount that is necessary (after giving effect to other amounts to be deposited in the Note Distribution Account for payment on such Class of Notes on such Distribution Date and allocable to principal) to reduce the Outstanding Amount of such Class of Notes to zero.

“Notes” means the Class A-1 Notes, the Class A-2 Notes, the Class A-3 Notes, the Class A-4 Notes, the Class B Notes, the Class C Notes and the Class D Notes, in each case as executed and authenticated in accordance with the Indenture.

“Obligor” means a Motorcycle buyer or other person who owes payments under a Contract.

“Officer’s Certificate” means a certificate signed by the Chairman, the President, a Vice President, the Treasurer, an Assistant Treasurer, the Controller, an Assistant Controller, the Secretary or an Assistant Secretary of any Person delivering such certificate and delivered to the Person to whom such certificate is required to be delivered, including any certificate delivered under any of the Transaction Documents required to be executed by a Servicing Officer.  In the case of an Officer’s Certificate of the Servicer, at least one of the signing officers must be a Servicing Officer.  Unless otherwise specified, any reference herein to an Officer’s Certificate shall be to an Officers’ Certificate of the Servicer.

“Opinion of Counsel” means a written opinion of counsel (who may be counsel to the Trust Depositor or the Servicer) acceptable to the Indenture Trustee or the Owner Trustee, as the case may be.

“Outstanding Amount” shall have the meaning specified in the Indenture.

“Overcollateralization Target Amount” means, with respect to any Distribution Date, [  ]% of the Pool Balance as of the Cutoff Date.

“Owner Trustee” means the Person acting, not in its individual capacity, but solely as Owner Trustee under the Trust Agreement, its successors in interest and any successor owner trustee under the Trust Agreement.

“Paying Agent” means the entity described in Section 1.01 of the Indenture[, Section [    ] of the Underlying Trust Agreement] and Section 3.10 of the Trust Agreement.

“Permitted Lien” means, any tax lien, mechanics’ lien and other lien that arises by operation of law, in each case on a Motorcycle and arising solely as a result of an action or omission of the related Obligor.

“Person” means any individual, corporation, estate, limited liability company, partnership, joint venture, association, joint stock company, trust (including any beneficiary thereof), unincorporated organization or government or any agency or political subdivision thereof.

“Pool Balance” means as of any date of determination, the aggregate outstanding Principal Balance of outstanding Contracts as of the close of business on such date.

“Principal Balance” means (a) with respect to any Contract as of any date, an amount equal to the unpaid principal balance of such Contract as of the close of business on the Cutoff Date reduced by the sum of (1) all payments received by the Servicer as of such date allocable to principal and (2) any

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Cram Down Loss in respect of such Contract; provided, however, that (i) if (x) a Contract is reacquired by the Seller pursuant to Section 5.01 of the Transfer and Sale Agreement and Section 7.08 hereof because of a breach or potential breach of representation or warranty or is purchased by the Servicer pursuant to Section 7.11 hereof, or (y) the Servicer gives notice of its intent to purchase the Contracts in connection with an optional termination of the Trust pursuant to Section 7.10 hereof, in each case the Principal Balance of such Contract or Contracts shall be deemed as of the related Determination Date to be zero for the Due Period in which such event occurs and for each Due Period thereafter and (ii) from and after the Due Period in which a Contract becomes a Liquidated Contract, the Principal Balance of such Contract shall be deemed to be zero; and (b) where the context requires, the aggregate of the Principal Balances described in clause (a) for all such Contracts.

“Principal Distributable Amount” means, in respect of any Distribution Date, the excess of (1) the aggregate outstanding principal amount of the Notes as of such Distribution Date (before giving effect to any principal payments made on the Notes on that Distribution Date) and (2) the result of the [Adjusted Aggregate Pool Balance][Pool Balance] as of the close of business on the last day of the related Due Period minus the Overcollateralization Target Amount.

“Prospectus” means the Prospectus dated [                   ] relating to the Notes.

“Purchase Price” means, with respect to a Contract to be reacquired or purchased under Section 7.08 or 7.11 hereof, an amount equal to the sum of (a) the Principal Balance of such Contract as of the end of the related Due Period, plus (b) accrued and unpaid interest at the Contract Rate on such Contract as of the end of the related Due Period.

“Qualified Eligible Investments” means Eligible Investments acquired by the Indenture Trustee in its name and in its capacity as Indenture Trustee, which are held by the Indenture Trustee in any Trust Account and with respect to which (a) the Indenture Trustee has noted its interest therein on its books and records, and (b) the Indenture Trustee has purchased such investments for value without notice of any adverse claim thereto (and, if such investments are securities or other financial assets or interests therein, within the meaning of Section 8-102 of the UCC as enacted in Illinois, without acting in collusion with a securities intermediary in violating such securities intermediary’s obligations to entitlement holders in such assets, under Section 8-504 of such UCC, to maintain a sufficient quantity of such assets in favor of such entitlement holders), and (c) either (i) such investments are in the possession, or are under the control, of the Indenture Trustee, or (ii) such investments, (A) if certificated securities and (1) in bearer form, have been delivered to the Indenture Trustee, or (2) in registered form, have been delivered to the Indenture Trustee and either registered by the issuer thereof in the name of the Indenture Trustee or endorsed by effective endorsement to the Indenture Trustee or in blank; (B) if uncertificated securities, the ownership of which has been registered to the Indenture Trustee on the books of the issuer thereof (or another person, other than a securities intermediary, either becomes the registered owner of the uncertified security on behalf of the Indenture Trustee or, having previously become the registered owner, acknowledges that it holds for the Indenture Trustee); or (C) if securities entitlements (within the meaning of Section 8-102 of the UCC as enacted in Illinois) representing interests in securities or other financial assets (or interests therein) held by a securities intermediary (within the meaning of said Section 8-102), a securities intermediary indicates by book entry that a security or other financial asset has been credited to the Indenture Trustee’s securities account with such securities intermediary.  Any such Qualified Eligible Investment may be purchased by or through the Indenture Trustee or any of its affiliates.

“Rating Agency” means each of [          ] and [          ], so long as such Persons maintain a rating on the Notes; and if either of [          ] or [           ] no longer maintains a rating on the Notes, such other nationally recognized statistical rating organization selected by the Trust Depositor.

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“Rating Agency Condition” means, with respect to any action, that each Rating Agency shall have been given ten days (or such shorter period as is acceptable to each Rating Agency) prior notice thereof and within ten days of such Rating Agency’s receipt of such notice (or such shorter period as is acceptable to each Rating Agency) such Rating Agency shall not have notified the Trust Depositor, the Servicer, the Indenture Trustee or the Issuer in writing that such action will result in a qualification, reduction or withdrawal of its then-current rating of any Class of Notes.

“Record Date” means, with respect to any Distribution Date, the close of business on the Business Day immediately preceding such Distribution Date.

“Regulation AB” means Subpart 229.1100 - Asset Backed Securities (Regulation AB), 17 C.F.R. Sections 229.1100-229.1125, as amended from time to time and as clarified and interpreted by the Securities and Exchange Commission or its staff from time to time.

“Reimbursement Amount” has the meaning assigned in Section 7.03 hereof.

[“Replacement Interest Rate [Swap][Cap] Agreement” means any ISDA Master Agreement, the Schedule and Credit Support Annex thereto, each dated after the Closing Date, between a Replacement [Swap][Cap] Counterparty and the Issuer, and the Confirmations thereto, each dated after the Closing Date, and entered into pursuant to such ISDA Master Agreement, and pursuant to the conditions set forth in the Interest Rate [Swap][Cap] Agreement, as the same may be amended or supplemented from time to time in accordance with the terms thereof.

“Replacement [Swap][Cap] Counterparty” means any swap counterparty under a Replacement Interest Rate [Swap][Cap] Agreement that is an “Eligible Replacement” (as defined in the Interest Rate [Swap][Cap] Agreement).]

“Reportable Event” means any event required to be reported on Form 8-K.

“Required Holders” means Holders of more than 50% of the aggregate Outstanding Amount of the Controlling Class.

“Reserve Fund” means the Reserve Fund established and maintained pursuant to Section 7.06 hereof.

“Reserve Fund Deposits” means all moneys deposited in the Reserve Fund from time to time including, but not limited to, the Reserve Fund Initial Deposit, as well as any monies deposited therein pursuant to Section 7.05(a), all investments and reinvestments thereof, earnings thereon, and proceeds of the foregoing, whether now or hereafter existing.

“Reserve Fund Initial Deposit” means $          .

“Responsible Officer” means, with respect to the Owner Trustee, any officer in its Corporate Trust Administration Department (or any similar group of a successor Owner Trustee) and with respect to the Indenture Trustee, the chairman and any vice chairman of the board of directors, the president, the chairman and vice chairman of any executive committee of the board of directors, every vice president, assistant vice president, the secretary, every assistant secretary, cashier or any assistant cashier, controller or assistant controller, the treasurer, every assistant treasurer, every trust officer, assistant trust officer and every other authorized officer or assistant officer of the Indenture Trustee customarily performing functions similar to those performed by persons who at the time shall be such officers, respectively, or to

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whom a corporate trust matter is referred because of knowledge of, familiarity with, and authority to act with respect to a particular matter.

“Review” has the meaning stated in the Asset Representations Review Agreement.

“Review Report” has the meaning stated in the Asset Representations Review Agreement.

[“Risk Retention Reserve Account” means the Risk Retention Reserve Account established and maintained pursuant to Section 7.06 hereof.

“Risk Retention Reserve Account Deposit” means $                    .]

“Second Priority Principal Distributable Amount” means, with respect to any Distribution Date, an amount, not less than zero, equal to the result of (a) the aggregate Outstanding Amount of the Class A Notes and Class B Notes as of such Distribution Date (before giving effect to any principal payments made on the Class A Notes and Class B Notes on that preceding Distribution Date), minus (b) the sum of (i) [the amount of principal distributed in respect of] the First Priority Principal Distributable Amount on such Distribution Date and (ii) the [Adjusted] Aggregate Principal Balance at the end of Due Period related to that Distribution Date; provided, however, that the Second Priority Principal Distributable Amount shall not exceed the Outstanding Amount of the Class A Notes and Class B Notes (after giving effect to the other amounts distributable in respect of principal on the Class A Notes to be deposited in the Note Distribution Account in respect of the First Priority Principal Distributable Amount on such Distribution Date); provided, further, that the Second Priority Principal Distributable Amount on or after the Final Distribution Date for the Class B Notes shall not be less than the amount that is necessary to pay the Class B Notes in full.

“Securities” means the Notes and the Certificate[s], or any of them.

“Securities Act” means the Securities Act of 1933, as amended.

“Securityholders” means the Holders of the Notes and the Certificate[s].

“Seller” means Harley-Davidson Credit Corp., a Nevada corporation, or its successor, in its capacity as Seller of Contract Assets under the Transfer and Sale Agreement.

[“Senior [Swap][Cap] Termination Payment” means any [Swap][Cap] Termination Payment owed by the Issuer to the [Swap][Cap] Counterparty under the Interest Rate [Swap][Cap] Agreement unless if the [Swap][Cap] Counterparty is the “defaulting party” or “sole affected party” (other than in connection with a “tax event” or “illegality”) under the Interest Rate [Swap][Cap] Agreement.]

“Servicer” means Harley-Davidson Credit Corp., a Nevada corporation, or its successor, until any Servicing Transfer hereunder and thereafter means the Successor Servicer or its successor pursuant to Article Eight below with respect to the duties and obligations required of the Servicer under this Agreement.

“Servicing Transfer” has the meaning assigned in Section 8.03(a).

“Servicing Criteria” means the “servicing criteria” set forth in Item 1122(d) of Regulation AB.

“Servicing Fee” means, on any Distribution Date, the sum of (a) the Monthly Servicing Fee payable on such Distribution Date, (b) Late Payment Penalty Fees received by the Servicer during the related Due Period, and (c) extension fees, convenience fees and other similar fees received by the Servicer during the related Due Period.

“Servicing Officer” means any officer of the Servicer involved in, or responsible for, the administration and servicing of Contracts whose name appears on a list of servicing officers appearing in

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an Officer’s Certificate furnished to the Indenture Trustee by the Servicer, as the same may be amended from time to time.

“Shortfall” means, with respect to a Distribution Date, an amount equal to the excess (if any) of (a) the sum of the amounts payable pursuant to (1) clauses [(iv) through (xii)] of Section 7.05(a), (2) clauses [(i) through (vii)] of Section 7.05(b) or (3) clauses [(i) through (viii)] of Section 7.05(c), as applicable, over (b) Available Monies for such Distribution Date minus the amounts payable pursuant to clauses (i) through (iv) of Section 7.05(a) on such Distribution Date.

“Solvent” means, as to any Person at any time, that (a) the fair value of the property of such Person is greater than the amount of such Person’s liabilities (including disputed, contingent and unliquidated liabilities) as such value is established and liabilities evaluated for purposes of Section 101(31) of the Bankruptcy Code; (b) the present fair saleable value of the property of such Person in an orderly liquidation of such Person is not less than the amount that will be required to pay the probable liability of such Person on its debts as they become absolute and matured; (c) such Person is able to realize upon its property and pay its debts and other liabilities (including disputed, contingent and unliquidated liabilities) as they mature in the normal course of business; (d) such Person does not intend to, and does not believe that it will, incur debts or liabilities beyond such Person’s ability to pay as such debts and liabilities mature; and (e) such Person is not engaged in business or a transaction, and is not about to engage in a business or a transaction, for which such Person’s property would constitute unreasonably small capital.

“Specified Reserve Fund Balance” means, [    ]% of the Pool Balance as of the Cutoff Date; provided, however, in no event shall the Specified Reserve Fund Balance be greater than the aggregate Outstanding Amount of the Notes.  As of any Distribution Date, the amount of funds actually on deposit in the Reserve Fund may, in certain circumstances, be less than the Specified Reserve Fund Balance.

[“Subordinated [Swap][Cap] Termination Payment” means any [Swap][Cap] Termination Payment owed by the Issuer to the [Swap][Cap] Counterparty under the Interest Rate [Swap][Cap] Agreement other than a Senior [Swap][Cap] Termination Payment.]

“Successor Servicer” has the meaning assigned in Section 8.03(b).

[“[Swap][Cap] Collateral Account” means a trust account as described in Section 7.12 maintained in the name of the Indenture Trustee and which shall be an Eligible Account.

“[Swap][Cap] Counterparty” means [                    ], as the swap counterparty under the Interest Rate [Swap][Cap] Agreement, or any successor or replacement swap counterparty from time to time.

“[Swap][Cap] Replacement Proceeds” means any amounts received from a Replacement [Swap][Cap] Counterparty in consideration for entering into a Replacement Interest Rate [Swap][Cap] Agreement for a terminated Interest Rate [Swap][Cap] Agreement.

“[Swap][Cap] Termination Payment” means the payment due to the [Swap][Cap] Counterparty by the Trust or to the Trust by the [Swap][Cap] Counterparty under the Interest Rate [Swap][Cap] Agreement, as applicable, including interest that may accrue thereon, arising from a termination of the Interest Rate [Swap][Cap] Agreement in connection with the occurrence of an “event of default” or “termination event” under the Interest Rate [Swap][Cap] Agreement.

“[Swap][Cap] Termination Payment Account” means an Eligible Account maintained in the name of the Indenture Trustee pursuant to Section 7.12.]

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“Test Fail” has the meaning set forth in the Asset Representations Review Agreement.

“Third Priority Principal Distributable Amount” means, with respect to any Distribution Date, an amount, not less than zero, equal to the result of (a) the aggregate Outstanding Amount of the Class A Notes, Class B Notes, and Class C Notes as of such Distribution Date (before giving effect to any principal payments made on the Class A Notes, Class B Notes, and Class C Notes on that preceding Distribution Date), minus (b) the sum of (i) [the amount of principal distributed in respect of] the First Priority Principal Distributable Amount and the Second Priority Principal Distributable Amount on such Distribution Date and (ii) the [Adjusted] Aggregate Principal Balance at the end of Due Period related to that Distribution Date; provided, however, that the Third Priority Principal Distributable Amount shall not exceed the Outstanding Amount of the Class A Notes, Class B Notes, and Class C Notes (after giving effect to the other amounts distributable in respect of principal on the Class A Notes and Class B Notes to be deposited in the Note Distribution Account in respect of the First Priority Principal Distributable Amount and Second Priority Principal Distributable Amount on such Distribution Date); provided, further, that the Third Priority Principal Distributable Amount on or after the Final Distribution Date for the Class C Notes shall not be less than the amount that is necessary to pay the Class C Notes in full.

“Transaction Documents” means this Agreement, the Transfer and Sale Agreement, the Lockbox Agreement, the Indenture, the Trust Agreement[, the Underlying Trust Agreement], the Asset Representations Review Agreement, the Administration Agreement[, the Interest Rate [Swap][Cap] Agreement], and the Note Depository Agreement.

“Transfer and Sale Agreement” means the Transfer and Sale Agreement dated as of the date hereof by and between the Seller and the Trust Depositor, as amended, supplemented or otherwise modified from time to time.

“Trust” means the trust created by the Trust Agreement, comprised of the Trust Corpus.

“Trust Accounts” means, collectively, the Collection Account, the Note Distribution Account, the Reserve Fund[, the Risk Retention Reserve Account][, the [Swap][Cap] Collateral Account, and the [Swap][Cap] Termination Payment Account (to the extent established in accordance with Section 7.12)], or any of them.

“Trust Account Property” means the Trust Accounts, all amounts and investments held from time to time in any Trust Account (whether in the form of deposit accounts, physical property, book-entry securities, uncertificated securities or otherwise) and all proceeds of the foregoing.

“Trust Agreement” means the Trust Agreement, dated as of [             ], 20[  ], between the Trust Depositor and the Owner Trustee.

“Trust Corpus” has the meaning given to such term in Section 2.01(a) hereof.

“Trust Depositor” has the meaning assigned such term in the preamble hereunder or any successor thereto.

“Trust Estate” shall have the meaning specified in the Trust Agreement.

“Trustees” means the Owner Trustee[, the Underlying Trustee] and the Indenture Trustee.

“UCC” means the Uniform Commercial Code as in effect on the date hereof and from time to time in the State of Illinois, provided, that if by reason of mandatory provisions of law, the perfection or

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the effect of perfection or non-perfection or priority of the security interests in any collateral or the availability of any remedy hereunder is governed by the Uniform Commercial Code as in effect on or after the date hereof in any other jurisdiction, “UCC” means the Uniform Commercial Code as in effect in such other jurisdiction for purposes of the provisions hereof relating to such perfection or effect of perfection or non-perfection or priority or availability of such remedy.

“Uncollectible Advance” means with respect to any Determination Date and any Contract, the amount, if any, otherwise to be advanced by the Servicer pursuant to Section 7.03 which the Servicer has as of such Determination Date determined in good faith would not be ultimately recoverable by the Servicer from insurance policies on the related Motorcycle, the related Obligor or out of Net Liquidation Proceeds with respect to such Contract.

[“Underlying Trust” means Harley-Davidson Motorcycle Grantor Trust [        ].]

[“Underlying Trust Agreement” means that certain Trust Agreement dated as of the Closing Date, among the Issuer, as settlor, the Administrator, the Trust Depositor and the Underlying Trustee.]

[“Underlying Trustee” means [                          ], not in its individual capacity but solely as Underlying Trustee under the Underlying Trust Agreement, or any successor trustee under the Underlying Trust Agreement.]

“Underwriters” has the meaning set forth in the Underwriting Agreement.

“Underwriting Agreement” means the Underwriting Agreement, dated [                            ], by and among the Trust Depositor, the Seller and the Underwriters.

“United States” means the United States of America.

“Vice President” of any Person means any vice president of such Person, whether or not designated by a number or words before or after the title “Vice President” who is a duly elected officer of such Person.

“[insert name of Owner Trustee]” means [insert name of Owner Trustee], in its individual capacity.

[“[insert name of Underlying Trustee]” means [insert name of Underlying Trustee], in its individual capacity.]

Section 1.02.        Usage of Terms.  With respect to all terms in this Agreement, the singular includes the plural and the plural the singular; words importing any gender include the other genders; references to “writing” include printing, typing, (including digitally), lithography and other means of reproducing words in a visible form; references to agreements and other contractual instruments include all amendments, modifications and supplements thereto or any changes therein entered into in accordance with their respective terms and not prohibited by this Agreement; references to Persons include their permitted successors and assigns; and the term “including” means “including without limitation.”

Section 1.03.        Section References.  All section references, unless otherwise indicated, shall be to Sections in this Agreement.

Section 1.04.        Calculations.  Except with respect to the Class A-1 Notes and Floating Rate Notes and except as otherwise provided herein, all interest rate and basis point calculations hereunder will

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be made on the basis of a 360-day year and twelve 30-day months and will be carried out to at least three decimal places.

Section 1.05.        Accounting Terms.  All accounting terms used but not specifically defined herein shall be construed in accordance with generally accepted accounting principles in the United States.

ARTICLE TWO

TRANSFER OF CONTRACTS

Section 2.01.        Closing.  (a) On the Closing Date, the Trust Depositor shall transfer, assign, set over and otherwise convey to the [Underlying] Trust by execution of an assignment substantially in the form of Exhibit A hereto, without recourse other than as expressly provided herein, for a purchase price in cash of $[                    ] (less fees and expenses in connection with the offering and sale of the Notes[, the Risk Retention Reserve Account Deposit] and the Reserve Fund Initial Deposit) [and the Trust’s issuance of the Class [    ] Notes and the Certificate[s] to the Trust Depositor], (i) all right, title and interest of the Trust Depositor in and to the Contracts listed on the List of Contracts delivered on the Closing Date (including, without limitation, all security interests created thereunder), (ii) all rights of the Trust Depositor to payments which are collected pursuant to such Contracts after the Cutoff Date, including any liquidation proceeds therefrom, (iii) all rights of the Trust Depositor under any theft, physical damage, credit life, disability or other individual insurance policy (and rights under a “forced placed” policy, if any), any debt insurance policy or any debt cancellation agreement relating to any such Contract, an Obligor or a Motorcycle securing such Contract, (iv) all security interests in each such Motorcycle, (v) all documents contained in the related Contract Files, (vi) all rights (but not the obligations) of the Trust Depositor under any related motorcycle dealer agreements between dealers (i.e., the originators of certain Contracts) and the Seller, (vii) all rights of the Trust Depositor in the Lockbox, the Lockbox Account and the related Lockbox Agreement to the extent they relate to the Contracts (but excluding payments received on or before the Cutoff Date), (viii) all rights (but not the obligations) of the Trust Depositor under the Transfer and Sale Agreement, including but not limited to the Trust Depositor’s rights under Article V thereof, (ix) the remittances, deposits and payments made into the Trust Accounts from time to time and amounts in the Trust Accounts from time to time (and any investments of such amounts), (x) all rights of the Trust Depositor to rebates of premiums and other amounts relating to insurance policies, debt cancellation agreements, extended service contracts or other repair agreements and other items financed under such Contracts and (xi) all proceeds and products of the foregoing (the property in clauses (i)-(xi) above being the “Trust Corpus”).  Although the Trust Depositor and the [Owner][Underlying] Trustee agree that such transfer is intended to be a transfer of ownership of the Trust Corpus, rather than the granting of a security interest to secure a borrowing, and that the Trust Corpus shall not be property of the Trust Depositor, in the event such transfer is deemed to be of a mere security interest to secure a borrowing, the Trust Depositor shall be deemed to have granted the [Underlying] Trust a first priority security interest in such Trust Corpus and this Agreement shall constitute a security agreement under applicable law.

Section 2.02.        Conditions to the Closing.  On or before the Closing Date, the Trust Depositor shall deliver or cause to be delivered the following documents to the Owner Trustee[, the Underlying Trustee] and the Indenture Trustee:

(a)           The List of Contracts, certified by the Chairman of the Board, President or any Vice President of the Trust Depositor, together with an assignment substantially in the form of Exhibit A hereto.

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(b)           A certificate of an officer of the Seller substantially in the form of Exhibit B to the Transfer and Sale Agreement and a certificate of an officer of the Trust Depositor substantially in the form of Exhibit B hereto.

(c)           Opinions of counsel for the Seller and the Trust Depositor in form and substance reasonably satisfactory to the Underwriters (and including as an addressee thereof each Rating Agency).

(d)           A letter or letters from [                   ], or another nationally recognized accounting firm, addressed to the Seller, the Trust Depositor and the Underwriters and stating that such firm has reviewed a sample of the Contracts and performed specific procedures for such sample with respect to certain contract terms and which identifies those Contracts which do not conform.

(e)           Copies of resolutions of the Board of Directors or of the Executive Committee of the Board of Directors of each of the Seller/Servicer and the Trust Depositor approving the execution, delivery and performance of this Agreement and the other Transaction Documents to which any of them is a party, as applicable, and the transactions contemplated hereunder and thereunder, certified in each case by the Secretary or an Assistant Secretary of the Seller/Servicer or the Trust Depositor, as applicable.

(f)            Officially certified, recent evidence of due incorporation and good standing of each of the Seller and the Trust Depositor under the laws of Nevada.

(g)           A UCC financing statement naming the Seller as debtor, naming the Trust Depositor [and the Trust] as assignor secured parties (and the [Indenture Trustee][Underlying Trust as secured party) and identifying the Contract Assets as collateral, in proper form for filing with the appropriate office in Nevada; and a UCC financing statement naming the Trust Depositor as debtor, naming the Trust as assignor secured party (and the Indenture Trustee as secured party) and identifying the Trust Corpus as collateral, in proper form for filing with the appropriate office in Nevada; and a UCC financing statement naming the Trust as debtor, and naming the Indenture Trustee as secured party and identifying the Collateral as collateral, in proper form for filing with the appropriate office in Delaware.

(h)           An Officer’s Certificate listing the Servicer’s Servicing Officers.

(i)            Evidence of deposit in the Collection Account of all funds received with respect to the Contracts after the Cutoff Date, and prior to the Business Day before the Closing Date, together with an Officer’s Certificate from the Trust Depositor to the effect that such amount is correct.

(j)            The Officer’s Certificate of the Seller specified in Section 2.02(h) of the Transfer and Sale Agreement.

(k)           Evidence of deposit in [(i)] the Reserve Fund of the Reserve Fund Initial Deposit by the Indenture Trustee [ and (ii) the Risk Retention Reserve Account of the Risk Retention Reserve Account Deposit].

(l)            A fully executed Transfer and Sale Agreement.

(m)          A fully executed Trust Agreement [and Underlying Trust Agreement].

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(n)           A fully executed Administration Agreement.

(o)           A fully executed Indenture.

(p)           A fully executed Asset Representations Review Agreement.

[(q)          A fully executed Interest Rate [Swap][Cap] Agreement.]

ARTICLE THREE

REPRESENTATIONS AND WARRANTIES

The Seller under the Transfer and Sale Agreement has made each of the representations and warranties set forth in Exhibit J hereto and has consented to the assignment by the Trust Depositor to the [Issuer][Underlying Trust] of the Trust Depositor’s rights with respect thereto.  Such representations speak as of the execution and delivery of this Agreement and as of the Closing Date, but shall survive the transfer and assignment of the Contracts to the Trust.  Pursuant to Section 2.01 of this Agreement, the Trust Depositor has assigned, transferred and conveyed to the [Underlying Trust][Issuer] as part of the Trust Corpus its rights under the Transfer and Sale Agreement, including without limitation, the representations and warranties of the Seller therein as set forth in Exhibit J attached hereto, together with all rights of the Trust Depositor with respect to any breach thereof including any right to require the Seller to reacquire any Contract in accordance with the Transfer and Sale Agreement.  It is understood and agreed that the representations and warranties set forth or referred to in this Section shall survive delivery of the Contract Files to the Owner Trustee or any custodian.

The Trust Depositor hereby represents and warrants to [the Underlying Trust,] the Trust and the Indenture Trustee that it has entered into the Transfer and Sale Agreement with the Seller, that the Seller has made the representations and warranties in the Transfer and Sale Agreement as set forth in Exhibit J hereto, that such representations and warranties run to and are for the benefit of the Trust Depositor, and that pursuant to Section 2.01 of this Agreement the Trust Depositor has transferred and assigned to the [Underlying] Trust all rights of the Trust Depositor to cause the Seller under the Transfer and Sale Agreement to reacquire Contracts in the event of a breach of such representations and warranties.

Section 3.01.        Representations and Warranties Regarding the Trust Depositor.  By its execution of this Agreement, the Trust Depositor represents and warrants to [the Underlying Trust,] the Trust, the Indenture Trustee and the Noteholders that:

(a)           Assumption of Seller’s Representations and Warranties.  The representations and warranties set forth in Exhibit J are true and correct.

(b)           Organization and Good Standing.  The Trust Depositor is a corporation duly organized, validly existing and in good standing under the laws of the jurisdiction of its organization and has the corporate power to own its assets and to transact the business in which it is currently engaged.  The Trust Depositor is duly qualified to do business as a foreign corporation and is in good standing in each jurisdiction in which the character of the business transacted by it or properties owned or leased by it requires such qualification and in which the failure so to qualify would have a material adverse effect on the business, properties, assets, or condition (financial or other) of the Trust Depositor[, the Underlying Trust] or the Trust.

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(c)           Authorization; Valid Sale; Binding Obligations.  The Trust Depositor has the power and authority to make, execute, deliver and perform its obligations under this Agreement and the other Transaction Documents to which it is a party and all of the transactions contemplated under this Agreement and the other Transaction Documents to which it is a party, and to create the Trust and cause it to make, execute, deliver and perform its obligations under this Agreement and the other Transaction Documents to which it is a party and has taken all necessary corporate action to authorize the execution, delivery and performance of this Agreement and the other Transaction Documents to which it is a party and to cause the Trust to be created.  This Agreement shall effect a valid transfer and assignment of the Trust Corpus, enforceable against the Trust Depositor and creditors of and purchasers from the Trust Depositor.  This Agreement and the other Transaction Documents to which the Trust Depositor is a party constitute the legal, valid and binding obligation of the Trust Depositor enforceable in accordance with their terms, except as enforcement of such terms may be limited by bankruptcy, insolvency or similar laws affecting the enforcement of creditors’ rights generally and by the availability of equitable remedies.

(d)           No Consent Required.  The Trust Depositor is not required to obtain the consent of any other party or any consent, license, approval or authorization from, or registration or declaration with, any governmental authority, bureau or agency in connection with the execution, delivery, performance, validity or enforceability of this Agreement or the other Transaction Documents to which it is a party.

(e)           No Violations.  The execution, delivery and performance of this Agreement and the other Transaction Documents to which it is a party by the Trust Depositor, and the consummation of the transactions contemplated hereby and thereby, will not violate any provision of any existing law or regulation or any order or decree of any court or of any Federal or state regulatory body or administrative agency having jurisdiction over the Trust Depositor or any of its properties or the Articles of Incorporation or Bylaws of the Trust Depositor, or constitute a material breach of any mortgage, indenture, contract or other agreement to which the Trust Depositor is a party or by which the Trust Depositor or any of the Trust Depositor’s properties may be bound, or result in the creation or imposition of any security interest, lien, charge, pledge, preference, equity or encumbrance of any kind upon any of its properties pursuant to the terms of any such mortgage, indenture, contract or other agreement, other than as contemplated by the Transaction Documents.

(f)            Litigation.  No litigation or administrative proceeding of or before any court, tribunal or governmental body is currently pending, or to the knowledge of the Trust Depositor threatened, against the Trust Depositor or any of its properties or with respect to this Agreement or the other Transaction Documents to which it is a party or the Notes (1) which, if adversely determined, would in the opinion of the Trust Depositor have a material adverse effect on the business, properties, assets or condition (financial or otherwise) of the Trust Depositor or the Trust or the transactions contemplated by this Agreement or the other Transaction Documents to which the Trust Depositor is a party or (2) seeking to adversely affect the federal income tax or other federal, state or local tax attributes of the Notes.

(g)           State of Incorporation; Name; No Changes.  The Trust Depositor’s state of incorporation is the State of Nevada.  The Trust Depositor’s exact legal name is as set forth in the first paragraph of this Agreement.  The Trust Depositor has not changed its name, whether by amendment of its Articles of Incorporation, by reorganization or otherwise, and has not changed the location of its place of business, within the four months preceding the Closing Date.

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(h)           Solvency.  The Trust Depositor, after giving effect to the conveyances made by it hereunder, is Solvent.

Such representations speak as of the execution and delivery of this Agreement and as of the Closing Date, but shall survive the transfer and assignment of the Contracts to the Trust.

Section 3.02.        Representations and Warranties Regarding the Servicer.  The Servicer represents and warrants to the Trust, the Indenture Trustee and the Noteholders that:

(a)           Organization and Good Standing.  The Servicer is a corporation duly organized, validly existing and in good standing under the laws of the jurisdiction of its organization and has the corporate power to own its assets and to transact the business in which it is currently engaged.  The Servicer is duly qualified to do business as a foreign corporation and is in good standing in each jurisdiction in which the character of the business transacted by it or properties owned or leased by it requires such qualification and in which the failure so to qualify would have a material adverse effect on the business, properties, assets, or condition (financial or otherwise) of the Servicer[, the Underlying Trust] or the Trust.  The Servicer is properly licensed in each jurisdiction to the extent required by the laws of such jurisdiction to service the Contracts in accordance with the terms hereof other than such licenses the failure to obtain would not have a material adverse effect on the business, properties, assets, or condition (financial or otherwise) of the Servicer or on the ability of the Servicer to perform its obligations hereunder.

(b)           Authorization; Binding Obligations.  The Servicer has the power and authority to make, execute, deliver and perform this Agreement and the other Transaction Documents to which the Servicer is a party and all of the transactions contemplated under this Agreement and the other Transaction Documents to which the Servicer is a party, and has taken all necessary corporate action to authorize the execution, delivery and performance of this Agreement and the other Transaction Documents to which the Servicer is a party.  This Agreement and the other Transaction Documents to which the Servicer is a party constitute the legal, valid and binding obligation of the Servicer enforceable in accordance with their terms, except as enforcement of such terms may be limited by bankruptcy, insolvency or similar laws affecting the enforcement of creditors’ rights generally and by the availability of equitable remedies.

(c)           No Consent Required.  The Servicer is not required to obtain the consent of any other party or any consent, license, approval or authorization from, or registration or declaration with, any governmental authority, bureau or agency in connection with the execution, delivery, performance, validity or enforceability of this Agreement and the other Transaction Documents to which the Servicer is a party.

(d)           No Violations.  The execution, delivery and performance of this Agreement and the other Transaction Documents to which the Servicer is a party by the Servicer will not violate any provisions of any existing law or regulation or any order or decree of any court or of any Federal or state regulatory body or administrative agency having jurisdiction over the Servicer or any of its properties or the Articles of Incorporation or Bylaws of the Servicer, or constitute a material breach of any mortgage, indenture, contract or other agreement to which the Servicer is a party or by which the Servicer or any of the Servicer’s properties may be bound, or result in the creation of or imposition of any security interest, lien, pledge, preference, equity or encumbrance of any kind upon any of its properties pursuant to the terms of any such mortgage, indenture, contract or other agreement, other than this Agreement.

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(e)           Litigation.  No litigation or administrative proceeding of or before any court, tribunal or governmental body is currently pending, or to the knowledge of the Servicer threatened, against the Servicer or any of its properties or with respect to this Agreement, any other Transaction Document to which the Servicer is a party which, if adversely determined, would in the opinion of the Servicer have a material adverse effect on the business, properties, assets or condition (financial or otherwise) of the Servicer[, the Underlying Trust] or the Trust or the transactions contemplated by this Agreement or any other Transaction Document to which the Servicer is a party.

ARTICLE FOUR

PERFECTION OF TRANSFER AND PROTECTION OF SECURITY INTERESTS

Section 4.01.        Custody of Contracts.  (a) Subject to the terms and conditions of this Section 4.01, the contents of each Contract File shall be held and controlled by the Servicer, or its custodian, for the benefit of, and as agent for, the [Underlying] Trust as the owner thereof [and the Indenture Trustee].

(b)           The Servicer agrees to maintain the related Contract Files at its offices, or the offices of one of its custodians, where they are currently maintained, or at such other offices of the Servicer, or its custodian, as shall from time to time be identified to the Trustees by written notice except that in the case of any Contracts constituting “electronic chattel paper”, the “authoritative copy” thereof shall be maintained by the Servicer in a computer system such that the Servicer maintains “control” over such “authoritative copy” (terms in quotation marks have the meaning assigned to them in the UCC).  The Servicer may temporarily move individual Contract Files or any portion thereof without notice as necessary to conduct collection and other servicing activities in accordance with its customary practices and procedures; provided, however, that the Servicer will take all action necessary to maintain the perfection of the [Underlying] Trust’s interest in the Contracts and the proceeds thereof.  It is intended that, by the Servicer’s agreement pursuant to Section 4.01(a) above and this Section 4.01(b), the [Indenture Trustee][Underlying Trustee] shall be deemed to have possession of the Contract Files for purposes of Section 9-313 of the Uniform Commercial Code of the State in which the Contract Files are located and control of the Contracts that represent electronic chattel paper for purposes of Section 9-105 of the Uniform Commercial Code.

(c)           As custodian, the Servicer shall have the following powers and perform the following duties:

(i)            hold, or cause the Servicer’s custodian to hold, the Contract Files on behalf of the [Underlying] Trust [and the Indenture Trustee], maintain accurate records pertaining to each Contract to enable it to comply with the terms and conditions of this Agreement, maintain a current inventory thereof and certify to the [Underlying Trustee][Owner Trustee and the Indenture Trustee] annually that it, or its custodian, continues to maintain possession of such Contract Files;

(ii)           implement policies and procedures in writing and signed by a Servicing Officer with respect to persons authorized to have access to the Contract Files on the Servicer’s premises and the receipting for Contract Files taken from their storage area by an employee of the Servicer for purposes of servicing or any other purposes;

(iii)          attend to all details in connection with maintaining custody of the Contract Files on behalf of the Trust; and

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(iv)          at all times maintain, or cause the Servicer’s custodian to maintain, the original of the fully executed Contract (or, in the case of “electronic chattel paper”, the “authoritative copy” of such Contract) in accordance with its customary practices and procedures, except as may be necessary to conduct collection and servicing activities in accordance with its customary practices and procedures (terms in quotation marks have the meaning assigned to them in the UCC).

(d)           In performing its duties under this Section 4.01, the Servicer agrees to act with reasonable care, using that degree of skill and care that it exercises with respect to similar contracts for the installment purchase of consumer goods owned and/or serviced by it, and in any event with no less degree of skill and care than would be exercised by a prudent servicer of promissory notes and security agreements and retail installment sale contracts.  The Servicer shall promptly report to the Owner Trustee[, the Underlying Trustee] and the Indenture Trustee any failure by it, or its custodian, to hold the Contract Files as herein provided and shall promptly take appropriate action to remedy any such failure.  In acting as custodian of the Contract Files, the Servicer further agrees not to assert any legal or beneficial ownership interest in the Contracts or the Contract Files, except as provided in Section 5.06.  The Servicer agrees to indemnify the Noteholders, the Certificateholder[s], the Owner Trustee[, the Underlying Trustee] and the Indenture Trustee for any and all liabilities, obligations, losses, damages, payments, costs, or expenses of any kind whatsoever which may be imposed on, incurred by or asserted against the Noteholders, the Certificateholder[s], the Owner Trustee[, the Underlying Trustee] and the Indenture Trustee as the result of any act or omission by the Servicer relating to the maintenance and custody of the Contract Files; provided, however, that the Servicer will not be liable for any portion of any such amount resulting from the gross negligence or willful misconduct of any Noteholder, the Certificateholder[s], the Owner Trustee[, the Underlying Trustee] or the Indenture Trustee.  The Trustees shall have no duty to monitor or otherwise oversee the Servicer’s performance as custodian hereunder.

Section 4.02.        Filing.  On or prior to the Closing Date, the Servicer shall cause the UCC financing statement(s) referred to in Section 2.02(g) hereof to be filed and from time to time the Servicer shall take and cause to be taken such actions and execute such documents as are necessary or desirable or as the [Underlying Trustee][Owner Trustee or Indenture Trustee] may reasonably request to perfect and protect the [Underlying] Trust’s first priority perfected interest in the Trust Corpus against all other persons, including, without limitation, the filing of financing statements, amendments thereto and continuation statements, the execution of transfer instruments and the making of notations on or taking possession of all records or documents of title.  All financing statements filed or to be filed against the Seller in favor of the Trust Depositor or the [Underlying] Trust in connection herewith describing the Contract Assets as collateral shall contain a statement to the following effect: “A purchase of or security interest in any collateral described in this financing statement, except as permitted in the Transfer and Sale Agreement or the Sale and Servicing Agreement, will violate the rights of the Secured Party.”

Section 4.03.        Name Change or Relocation.  (a) During the term of this Agreement, neither the Seller nor the Trust Depositor shall change its name, identity or structure or change its state of incorporation without first giving at least 30 days’ prior written notice to the Owner Trustee[, the Underlying Trustee] and the Indenture Trustee.

(b)           If any change in either the Seller’s or the Trust Depositor’s name, identity or structure or other action would make any financing or continuation statement or notice of lien filed under this Agreement seriously misleading within the meaning of applicable provisions of the UCC or any title statute, the Servicer, no later than five days after the effective date of such change, shall file such amendments, if any, as may be required to preserve and protect the [Underlying] Trust’s interests in the Trust Corpus and the proceeds thereof.  In addition, neither the Seller nor the Trust Depositor shall change its state of incorporation unless it has first taken such action as is advisable or necessary to

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preserve and protect the [Underlying] Trust’s interest in the Trust Corpus.  Promptly after taking any of the foregoing actions, the Servicer shall deliver to the Owner Trustee[, the Underlying Trustee] and the Indenture Trustee an opinion of counsel reasonably acceptable to the Owner Trustee[, the Underlying Trustee] and the Indenture Trustee stating that, in the opinion of such counsel, all financing statements or amendments necessary to preserve and protect the interests of the [Underlying] Trust in the Trust Corpus [and the Indenture Trustee in the Collateral] have been filed, and reciting the details of such filing.

Section 4.04.        Costs and Expenses.  The Servicer agrees to pay all reasonable costs and disbursements in connection with the perfection and the maintenance of perfection, as against all third parties, of the Trust’s right, title and interest in and to the Contracts (including, without limitation, the security interest in the Motorcycles granted thereby).

ARTICLE FIVE

SERVICING OF CONTRACTS

Section 5.01.        Responsibility for Contract Administration.  The Servicer will have the sole obligation to manage, administer, service and make collections on the Contracts and perform or cause to be performed all contractual and customary undertakings of the holder of the Contracts to the Obligor.  The [Underlying][Owner] Trustee, at the written request of a Servicing Officer, shall furnish the Servicer with any powers of attorney or other documents necessary or appropriate in the opinion of the [Underlying][Owner] Trustee to enable the Servicer to carry out its servicing and administrative duties hereunder.  The Servicer is hereby appointed the servicer hereunder until such time as any Servicing Transfer may be effected under Article Eight.

Section 5.02.        Standard of Care.  In managing, administering, servicing and making collections on the Contracts pursuant to this Agreement, the Servicer will exercise that degree of skill and care consistent with the skill and care that the Servicer exercises with respect to similar contracts serviced by the Servicer, and, in any event no less degree of skill and care than would be exercised by a prudent servicer of promissory notes and security agreements and retail installment sale contracts; provided, however, that notwithstanding the foregoing, the Servicer shall not release or waive the right to collect the unpaid balance of any Contract except that with respect to a Contract that has become a Defaulted Contract, the Servicer, consistent with its collection policies, may release or waive the right to collect the unpaid balance of such Defaulted Contract in an effort to maximize collections thereon.

Section 5.03.        Records.  The Servicer shall, during the period it is servicer hereunder, maintain such books of account and other records as will enable the Owner Trustee[, the Underlying Trustee] and the Indenture Trustee to determine the status of each Contract.

Section 5.04.        Inspection.  (a) At all times during the term hereof, the Servicer shall afford the Owner Trustee[, the Underlying Trustee] and  the Indenture Trustee and their respective authorized agents reasonable access during normal business hours to the Servicer’s records relating to the Contracts and will cause its personnel to assist in any examination of such records by the Owner Trustee[, the Underlying Trustee] or the Indenture Trustee, or such authorized agents and allow copies of the same to be made.  The examination referred to in this Section will be conducted in a manner which does not unreasonably interfere with the Servicer’s normal operations or customer or employee relations.  Without otherwise limiting the scope of the examination the Owner Trustee[, the Underlying Trustee] or the Indenture Trustee may, using generally accepted audit procedures, verify the status of each Contract and review the Computer File and records relating thereto for conformity to Monthly Reports prepared pursuant to

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Article Nine and compliance with the standards represented to exist as to each Contract in this Agreement.

(b)           At all times during the term hereof, the Servicer shall keep available a copy of the List of Contracts at its principal executive office for inspection by the Trustees.

Section 5.05.        Trust Accounts.  (a) On or before the Closing Date, the Trust Depositor shall establish the Trust Accounts, each with and in the name of the Indenture Trustee for the benefit of the Noteholders [and the [Swap][Cap] Counterparty] [and the Underlying Trustee for the benefit of the holder of the Underlying Trust Certificate].  The Indenture Trustee is hereby required to ensure that each of the Trust Accounts is established and maintained as an Eligible Account.

(b)           The Indenture Trustee shall deposit (or, except as provided in Section 5.05(e) hereof, the Servicer shall deposit, with respect to payments by or on behalf of the Obligors received directly by the Servicer) into the Collection Account as promptly as practical (but in any case not later than the second Business Day following the processing thereof):

(i)            With respect to principal and interest on the Contracts received after the Cutoff Date (which for the purpose of this paragraph (b)(i) shall include those monies in the Lockbox Account allocable to principal and interest on the Contracts), all such amounts received by the [Underlying][Owner] Trustee or Servicer;

(ii)           All Net Liquidation Proceeds related to the Contracts;

(iii)          The aggregate of the Purchase Prices for Contracts reacquired by the Trust Depositor as described in Section 7.08, and by the Seller as described in the Sale and Transfer Agreement;

(iv)          All Advances made by the Servicer pursuant to Section 7.03;

(v)           All amounts paid by the Servicer in connection with an optional purchase of the Contracts described in Section 7.10;

(vi)          The aggregate of the Purchase Prices for Contracts purchased by the Servicer as described in Section 7.11;

(vii)         All amounts received in respect of interest, dividends, gains, income and earnings on investments of funds in the Collection Account and the Note Distribution Account as contemplated herein; and

[(viii)           All Net [Swap][Cap] Receipts and [Swap][Cap] Termination Payments received by it under the Interest Rate [Swap][Cap] Agreement.]

(c)           [Reserved].

(d)           The Servicer shall direct the Indenture Trustee to, and the Indenture Trustee shall, invest the amounts in the Trust Accounts in Qualified Eligible Investments that are payable on demand or that mature not later than one Business Day prior to the next succeeding Distribution Date.  Once such funds are invested, the Indenture Trustee shall not change the investment of such funds.  Any loss on such investments shall be charged to such Trust Account.  Funds in the Trust Accounts not so invested must be insured to the extent permitted by law by the Deposit Insurance Fund of the Federal Deposit Insurance

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Corporation.  Subject to the restrictions herein, the Indenture Trustee may purchase a Qualified Eligible Investment from itself or an Affiliate.  Subject to the other provisions hereof, the Indenture Trustee shall have sole control over each such investment and the income thereon, and any certificate or other instrument evidencing any such investment, if any, shall be delivered directly to the Indenture Trustee or its agent, together with each document of transfer, if any, necessary to transfer title to such investment to the Indenture Trustee in a manner which complies with this Section 5.05(d).  All interest, dividends, gains upon sale and other income from, or earnings on, investments of funds in the Trust Accounts (other than the Reserve Fund [and the Risk Retention Reserve Account]) shall be deposited in the Collection Account pursuant to Section 5.05(b) and distributed on the applicable Distribution Date pursuant to Section 7.05.  The Trust Depositor and the Trust agree and acknowledge that the Indenture Trustee is to have “control” (within the meaning of Section 9-106 of the UCC) of collateral comprised of “investment property” (within the meaning of Section 9-102 of the UCC) for all purposes of this Agreement.

(e)           Notwithstanding anything to the contrary herein, the Servicer may remit payments on the Contracts and Net Liquidation Proceeds to the Collection Account in next-day funds or immediately available funds no later than 10:00 a.m., Central time, on the Business Day prior to the next succeeding Distribution Date, but only for so long as the short-term debt security rating of the Servicer is at least “[   ]” by [              ] and “[   ]” by [              ].

(f)            The Servicer shall apply collections received in respect of a Contract as follows:

(i)            First, to accrued interest with respect to such Contract;

(ii)           Second, to pay any expenses and unpaid late charges or fees (if any) due and owing under such Contract; and

(iii)          Third, to principal until such Contract is paid in full;

provided, however, that the Servicer may, in its discretion, apply collections to any expenses and unpaid late charges or fees (if any) due and owing under a Contract after applying such collections to accrued interest with respect to a Contract and principal due and owing under the Contract.

(g)           Any collections on a Contract remaining after application by the Servicer in accordance with the provisions of Section 5.05(f) shall constitute an excess payment (an “Excess Payment”).  Excess Payments shall be applied as a prepayment of the Principal Balance of such Contract.

(h)           The Servicer will, from time to time as provided herein, be permitted to withdraw or request the withdrawal from the Collection Account any amount deposited therein that, based on the Servicer’s good-faith determination, was deposited in error.

Section 5.06.        Enforcement.  (a) The Servicer will, consistent with Section 5.02, act with respect to the Contracts in such manner as in its judgment will maximize the receipt of all payments called for under the terms of the Contracts.  The Servicer, acting as agent for the Trust pursuant to the Lockbox Agreement, shall use its best efforts to cause Obligors to make all payments on the Contracts to the Lockbox Account (either directly by remitting payments to the Lockbox, or indirectly by making payments through a credit card, direct debit, the telephone or the internet to an account of the Servicer which payments will be subsequently transferred from such account to the Lockbox Account).  The Servicer will act in a commercially reasonable manner with respect to the repossession and disposition of a Motorcycle following a default under the related Contract with a view to realizing proceeds at least equal to the Motorcycle’s fair market value.  If the Servicer determines that eventual payment in full of a Contract is unlikely, the Servicer will follow its normal practices and procedures to recover all amounts

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due upon that Contract, including repossessing and disposing of the related Motorcycle at a public or private sale or taking other action permitted by applicable law.  The Servicer will be entitled to recover all reasonable out-of-pocket expenses incurred by it in liquidating a Contract and disposing of the related Motorcycle.

(b)           The Servicer may sue to enforce or collect upon Contracts, in its own name, if possible, or as agent for the Trustees.  If the Servicer elects to commence a legal proceeding to enforce a Contract, the act of commencement shall be deemed to be an automatic assignment of the Contract to the Servicer for purposes of collection only.  If, however, in any enforcement suit or legal proceeding it is held that the Servicer may not enforce a Contract on the ground that it is not a real party in interest or a holder entitled to enforce the Contract, the [Underlying Trustee on behalf of the Underlying Trust][Owner Trustee (or the Indenture Trustee) on behalf of the Trust] shall, at the Servicer’s expense, take such steps as the Servicer deems reasonably necessary to enforce the Contract, including bringing suit in its name or the names of the Noteholders under the Indenture[, the [Swap][Cap] Counterparty] and the Certificateholder[s] as owner of the Trust.

(c)           The Servicer shall exercise any rights of recourse against third persons that exist with respect to any Contract in accordance with the Servicer’s usual practice.  In exercising recourse rights, the Servicer is authorized on the Trust’s and Indenture Trustee’s behalf to reassign the Defaulted Contract or the related Motorcycle to the Person against whom recourse exists at the price set forth in the document creating the recourse; provided, however, the Servicer in exercising recourse against any third persons as described in the immediately preceding sentence shall do so in such manner as in its judgment will maximize the aggregate recovery with respect to the Contract; and provided further, however, that notwithstanding the foregoing the Servicer in its capacity as such may exercise such recourse only if such Contract (i) was not required to be reacquired by the Seller pursuant to the Transfer and Sale Agreement or (ii) was required to be reacquired by the Seller and the Seller has defaulted on such reacquisition obligation.

(d)           The Servicer will not permit any rescission or cancellation of any Contract due to the acts or omissions of the Trust Depositor.

(e)           Subject to Section 5.02, the Servicer may grant extensions, rebates or adjustments on a Contract; provided, however, that if the Servicer extends the date for final payment by the Obligor of any Contract beyond the Class D Final Distribution Date, it shall promptly purchase such Contract pursuant to Section 7.11.

(f)            The Servicer will not add to the outstanding Principal Balance of any Contract the premium of any physical damage or other individual insurance on a Motorcycle securing such Contract it obtains on behalf of the Obligor under the terms of such Contract, but may create a separate Obligor obligation with respect to such premium if and as provided by the Contract.

(g)           If the Servicer shall have repossessed a Motorcycle on behalf of the Trust, the Servicer shall either (i) maintain at its expense physical damage insurance with respect to such Motorcycle, or (ii) indemnify the Trust against any damage to such Motorcycle prior to resale or other disposition.  The Servicer shall not allow such repossessed Motorcycles to be used in an active trade or business, but rather shall dispose of the Motorcycle in a reasonable time in accordance with the Servicer’s normal business practices.

Section 5.07.        Trustees to Cooperate.  Upon payment in full on any Contract, the Servicer shall (if the Servicer is not then in possession of the Contracts and Contract Files) notify the Trustees and request delivery of the Contract and Contract File to the Servicer.  Upon receipt of such notice and

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request, the Trustees shall promptly release or cause to be released such Contract and Contract File to the Servicer.  Upon receipt of such Contract and Contract File, each of the Trust Depositor and the Servicer is authorized to execute an instrument in satisfaction of such Contract and to do such other acts and execute such other documents as the Servicer deems necessary to discharge the Obligor thereunder and eliminate the security interest in the Motorcycle related thereto.  The Servicer shall determine when a Contract has been paid in full; to the extent that insufficient payments are received on a Contract credited by the Servicer as prepaid or paid in full and satisfied, the shortfall shall be paid by the Servicer out of its own funds.  From time to time as appropriate for servicing and repossession in connection with any Contract, if the Servicer is not then in possession of the Contracts and Contract Files, the Indenture Trustee shall, upon written request of a Servicing Officer and delivery to the Indenture Trustee of a receipt signed by such Servicing Officer, cause the original Contract and the related Contract File to be released to the Servicer and shall execute such documents as the Servicer shall deem reasonably necessary to the prosecution of any such proceedings.  Such receipt shall obligate the Servicer to return the original Contract and the related Contract File to the Indenture Trustee when the need by the Servicer has ceased unless the Contract shall be acquired as described in Section 7.10 or 7.11.  Upon request of a Servicing Officer, the Indenture Trustee shall perform such other acts as reasonably requested by the Servicer and otherwise cooperate with the Servicer in the enforcement of each Certificateholder’s rights and remedies with respect to the Contracts.

Section 5.08.        Costs and Expenses.  All costs and expenses incurred by the Servicer in carrying out its duties hereunder, fees and expenses of accountants and payments of all fees and expenses incurred in connection with the enforcement of Contracts (including enforcement of Defaulted Contracts and repossessions of Motorcycles securing such Contracts when such Contracts are not reacquired pursuant to Section 7.08) and all other fees and expenses not expressly stated hereunder to be for the account of the Trust shall be paid by the Servicer and the Servicer shall not be entitled to reimbursement hereunder.

Section 5.09.        Maintenance of Security Interests in Motorcycles.  The Servicer shall take such steps as are necessary to maintain continuous perfection and the first priority of the security interest created by each Contract in the related Motorcycle.  The Owner Trustee and the Indenture Trustee hereby authorize the Servicer to take such steps as are necessary to perfect such security interest and to maintain the first priority thereof in the event of a relocation of a Motorcycle or for any other reason.

Section 5.10.        Successor Servicer/Lockbox Agreements.  In the event the Servicer shall for any reason no longer be acting as such, the Successor Servicer shall thereupon assume all of the rights and obligations of the outgoing servicer under each Lockbox Agreement; provided, however, that the Successor Servicer shall not be liable for any acts or obligations of the Servicer arising prior to such succession.  In such event, the Successor Servicer shall be deemed to have assumed all of the outgoing Servicer’s interest therein and to have replaced the outgoing Servicer as a party to each such Lockbox Agreement to the same extent as if such Lockbox Agreement had been assigned to the Successor Servicer, except that the outgoing Servicer shall not thereby be relieved of any liability or obligations on the part of the outgoing Servicer to a Lockbox Bank under such Lockbox Agreement.  The outgoing Servicer shall, upon the request of the [Underlying][Owner] Trustee, but at the expense of the outgoing Servicer, deliver to the Successor Servicer all documents and records relating to each such Lockbox Agreement and an accounting of amounts collected and held by a Lockbox Bank and otherwise use its best efforts to effect the orderly and efficient transfer of any Lockbox Agreement to the Successor Servicer.

Section 5.11.        Separate Entity Existence.  The Servicer agrees to take or refrain from taking or engaging in with respect to the Trust Depositor, as applicable, each of the actions or activities specified in the “substantive consolidation” opinion of Foley & Lardner LLP (or in any related Certificate of the Servicer) delivered on the Closing Date, upon which the conclusions expressed therein are based.

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ARTICLE SIX

THE TRUST DEPOSITOR

Section 6.01.        Covenants of the Trust Depositor.

(a)           Existence.  During the term of this Agreement, the Trust Depositor will keep in full force and effect its existence, rights and franchises as a corporation under the laws of the jurisdiction of its incorporation and will obtain and preserve its qualification to do business in each jurisdiction in which such qualification is or shall be necessary to protect the validity and enforceability of this Agreement, the other Transaction Documents and each other instrument or agreement necessary or appropriate to the proper administration of this Agreement and the transactions contemplated hereby.

(b)           Arm’s Length Transactions.  During the term of this Agreement, all transactions and dealings between the Trust Depositor and its Affiliates will be conducted on an arm’s-length basis.

(c)           No Other Business.  The Trust Depositor shall not engage in any business other than financing, purchasing, owning, selling and managing the Contracts in the manner contemplated by this Agreement and the other Transaction Documents and activities incidental thereto; provided, however, that the Trust Depositor may purchase and transfer (or grant Liens in respect of) contracts and/or other related assets similar to the Contracts to other Persons in securitization or other non-recourse financing transactions involving the Seller or any of its Affiliates (or with respect to the Contract Assets themselves, following a release and reconveyance thereof from the Trust), on terms and conditions (with respect to the liabilities imposed upon the Trust Depositor by virtue of such transactions, as well as in respect of agreements or restrictions concerning activities of the Trust Depositor and its relations or interactions with the Seller or the Servicer or other applicable Affiliate relevant to “bankruptcy remoteness” or “substantive consolidation” analysis), in each case substantially similar to such terms and conditions applicable to the Trust Depositor hereunder and under the other Transaction Documents.

(d)           No Borrowing.  The Trust Depositor shall not issue, incur, assume, guarantee or otherwise become liable, directly or indirectly, for (i) any Indebtedness except for any Indebtedness permitted by or arising under the Transaction Documents or (ii) obligations in connection with transactions described in the proviso of Section 6.01(c), as limited thereby.  The proceeds of the Notes shall be used exclusively to fund the Trust Depositor’s purchase of the Contracts and the other assets specified in this Agreement, to pay the transactional expenses of the Trust Depositor and to make the required deposits to the Reserve Fund [and the Risk Retention Reserve Account].

(e)           Guarantees, Loans, Advances and Other Liabilities.  Except as otherwise contemplated by the Transaction Documents or in connection with transactions described in Section 6.01(c), as limited thereby, the Trust Depositor shall not make any loan or advance or credit to, or guarantee (directly or indirectly or by an instrument having the effect of assuming another’s payment or performance on any obligation or capability of so doing or otherwise), endorse or otherwise become contingently liable, directly or indirectly, in connection with the obligations, stocks or dividends of, or own, purchase, repurchase or acquire (or agree contingently to do so) any stock, obligations, assets or securities of, any other interest in, or make any capital contribution to, any other Person.

(f)            Capital Expenditures.  The Trust Depositor shall not make any expenditure (by long-term or operating lease or otherwise) for capital assets (either realty or personalty).

(g)           Restricted Payments.  Except as permitted or contemplated by the Transaction Documents or in connection with transactions described in Section 6.01(c), the Trust Depositor shall not,

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directly or indirectly, (i) pay any dividend or make any distribution (by reduction of capital or otherwise), whether in cash, property, securities or a combination thereof, to any owner of an equity interest in the Trust Depositor, (ii) redeem, purchase, retire or otherwise acquire for value any such equity interest or (iii) set aside or otherwise segregate any amounts for any such purpose; it being understood that the Trust Depositor shall at all times have the right to distribute funds received pursuant to the Transaction Documents, and pursuant to documents entered into in connection with transactions described in Section 6.01(c),  to its equity owner.

(h)           Separate Entity Existence.  The Trust Depositor shall:

(i)            Maintain its own deposit account or accounts, separate from those of any Affiliate, with commercial banking institutions.  The funds of the Trust Depositor will not be diverted to any other Person or for other than authorized uses of the Trust Depositor.

(ii)           Ensure that, to the extent that it shares the same officers or other employees as any of its members or Affiliates, the salaries of and the expenses related to providing benefits to such officers and other employees shall be fairly allocated among such entities, and each such entity shall bear its fair share of the salary and benefit costs associated with all such common officers and employees.

(iii)          Ensure that, to the extent that it jointly contracts with any of its members or Affiliates to do business with vendors or service providers or to share overhead expenses, the costs incurred in so doing shall be allocated fairly among such entities, and each such entity shall bear its fair share of such costs.  To the extent that the Trust Depositor contracts or does business with vendors or service providers when the goods and services provided are partially for the benefit of any other Person, the costs incurred in so doing shall be fairly allocated to or among such entities for whose benefit the goods and services are provided, and each such entity shall bear its fair share of such costs.  All material transactions between Trust Depositor and any of its Affiliates shall be only on an arm’s-length basis.

(iv)          To the extent that the Trust Depositor and any of its members or Affiliates have offices in the same location, there shall be a fair and appropriate allocation of overhead costs among them, and each such entity shall bear its fair share of such expenses.

(v)           Conduct its affairs strictly in accordance with its By-laws and Articles of Incorporation, and observe all necessary, appropriate and customary corporate formalities, including, but not limited to, holding all regular and special stockholders’ and directors’ meetings appropriate to authorize all entity action, keeping separate and accurate records of such meetings and its actions, passing all resolutions or consents necessary to authorize actions taken or to be taken, and maintaining accurate and separate books, records and accounts, including, but not limited to, payroll and intercompany transaction accounts.

(vi)          Take or refrain from taking or engaging in, as applicable, each of the actions or activities specified in the “true sale” and “substantive consolidation” opinions of Foley & Lardner LLP delivered on the Closing Date (or in any related certificate delivered in connection therewith), upon which the conclusions expressed therein are based.

Section 6.02.        Liability of Trust Depositor; Indemnities.  The Trust Depositor shall be liable in accordance herewith only to the extent of the obligations specifically undertaken by the Trust Depositor under this Agreement.

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The Trust Depositor shall indemnify, defend and hold harmless the Issuer, the Owner Trustee, [insert name of Owner Trustee, in its individual capacity], [the Underlying Trustee, [insert name of Underlying Trustee, in its individual capacity],] the Indenture Trustee and the Servicer from and against any taxes that may at any time be asserted against any such Person as a result of or relating to the transactions contemplated herein and in the other Transaction Documents, including any sales, gross receipts, gross margin, general corporation, tangible personal property, Illinois personal property replacement privilege or license taxes (but, in the case of the Issuer, not including any taxes asserted with respect to, and as of the date of, the transfer of the Contracts to the Issuer or the issuance and original sale of the Securities, or federal or other income taxes arising out of distributions on the Notes or the Certificate[s]) and costs and expenses in defending against the same.

The Trust Depositor shall indemnify, defend and hold harmless the Issuer, the Owner Trustee, [insert name of Owner Trustee, in its individual capacity], [the Underlying Trustee, [insert name of Underlying Trustee, in its individual capacity],] the Indenture Trustee and the Securityholders from and against any loss, liability or expense incurred by reason of the Trust Depositor’s willful misfeasance, bad faith or negligence (other than errors in judgment) in the performance of its duties under this Agreement, or by reason of reckless disregard of its obligations and duties under this Agreement.

The Trust Depositor shall indemnify, defend and hold harmless the Issuer, the Owner Trustee, [insert name of Owner Trustee, in its individual capacity,] [the Underlying Trustee, [insert name of Underlying Trustee, in its individual capacity],] and the Indenture Trustee from and against all costs, expenses, losses, claims, damages and liabilities arising out of or incurred in connection with the acceptance or performance of the trusts and duties herein and, in the case of the Owner Trustee, in the Trust Agreement[, in the case of the Underlying Trustee, in the Underlying Trust Agreement,] and, in the case of the Indenture Trustee, in the Indenture, except to the extent that such cost, expense, loss, claim, damage or liability in the case of (i) the Owner Trustee or [insert name of Owner Trustee, in its individual capacity], as the case may be, shall be due to the willful misfeasance, bad faith or negligence of the Owner Trustee or [insert name of Owner Trustee, in its individual capacity], as the case may be, or shall arise from the breach by the Owner Trustee or [insert name of Owner Trustee, in its individual capacity], as the case may be, of any of its representations or warranties set forth in Section 7.03 of the Trust Agreement, or (ii) the Underlying Trustee or [insert name of Underlying Trustee, in its individual capacity], as the case may be, shall be due to the willful misfeasance, bad faith or negligence of the Underlying Trustee or [insert name of Underlying Trustee, in its individual capacity], as the case may be, or shall arise from the breach by the Underlying Trustee or [insert name of Underlying Trustee, in its individual capacity], as the case may be, of any of its representations or warranties set forth in Section 7.03 of the Trust Agreement, or (iii)] the Indenture Trustee, shall be due to the willful misfeasance, bad faith or negligence of the Indenture Trustee.

The Trust Depositor shall be liable directly to and will indemnify any injured party or any other creditor of the Trust for all losses, claims, damages, liabilities and expenses of the Trust to the extent that the Trust Depositor would be liable if the Trust were a partnership under the Delaware Revised Uniform Limited Partnership Act in which Trust Depositor were a general partner; provided, however, that Trust Depositor shall not be liable for any losses incurred by a Certificateholder in the capacity of any investor in the Trust Certificate[s] or a Noteholder in the capacity of an investor in the Notes.  In addition, any third party creditors of the Trust (other than in connection with the obligations described in the proviso to the immediately preceding sentence for which Trust Depositor shall not be liable) shall be deemed third party beneficiaries of this paragraph.  The obligations of Trust Depositor under this paragraph shall be evidenced by the Trust Certificate[s] described in the Trust Agreement.

Indemnification under this Section shall include, without limitation, reasonable fees and expenses of counsel and expenses of litigation and shall survive the termination of the Trust and the resignation or

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removal of the Trustees.  If the Trust Depositor shall have made any indemnity payments pursuant to this Section and the Person to or on behalf of whom such payments are made thereafter shall collect any of such amounts from others, such Person shall promptly repay such amounts to the Trust Depositor, without interest and the Trust Depositor may, as a condition to any such indemnification, require such Person to agree in writing to do so.

Notwithstanding anything to the contrary herein, the obligations of the Trust Depositor under this Section are solely the corporate obligations of the Trust Depositor and shall be payable by it solely as provided in this Section.  The Trust Depositor shall only be required to make such payments required under this Section, (a) from funds available to it pursuant to, and in accordance with the payment priorities set forth in Section 7.05 and (b) to the extent that it receives additional funds designated for such purposes or to the extent that it has additional funds available (other than funds described in the preceding clause (a)) that would be in excess of amounts that would be necessary to pay the debt and other obligations of the Trust Depositor incurred in accordance with its Articles of Incorporation and all financing documents to which it is a party as they come due.  In addition, no amount owing by the Trust Depositor hereunder in excess of the liabilities that it is required to pay in accordance with the preceding sentence shall constitute a “claim” (as defined in Section 101(5) of the Bankruptcy Code) against it.  No recourse shall be had for the payment of any amount owing hereunder or any other obligation of, or claim against the Trust Depositor arising out of or based upon this Section against any stockholder, employee, officer, agent, director or authorized person of the Trust Depositor or Affiliate thereof; provided, however, that the foregoing shall not relieve any such person or entity of any liability they might otherwise have as a result of fraudulent actions or omissions taken by them.

Section 6.03.Merger or Consolidation of, or Assumption of the Obligations of, Trust Depositor; Certain Limitations.  Notwithstanding any other provision in this Section and any provision of law, the Trust Depositor shall not do any of the following:

(a)engage in any business or activity other than as set forth in its Articles of Incorporation;

(b)without the affirmative vote of a majority of the members of the Board of Directors of the Trust Depositor (which must include the affirmative vote of at least two duly appointed Independent directors) (i) dissolve or liquidate, in whole or in part, or institute proceedings to be adjudicated bankrupt or insolvent, (ii) consent to the institution of bankruptcy or insolvency proceedings against it, (iii) file a petition seeking or consent to reorganization or relief under any applicable federal or state law relating to bankruptcy, (iv) consent to the appointment of a receiver, liquidator, assignee, trustee, sequestrator (or other similar official) of the corporation or a substantial part of its property, (v) make a general assignment for the benefit of creditors, (vi) admit in writing its inability to pay its debts generally as they become due, or (vii) take any corporate action in furtherance of the actions set forth in clauses (i) through (vi) above; provided, however, that no director may be required by any shareholder of the Trust Depositor to consent to the institution of bankruptcy or insolvency proceedings against the Trust Depositor so long as it is solvent; or

(c)merge or consolidate with any other corporation, company or entity or sell all or substantially all of its assets or acquire all or substantially all of the assets or capital stock or other ownership interest of any other corporation, company or entity unless the Person formed by such consolidation or into which the Trust Depositor has merged or the Person which acquires by conveyance, transfer or lease substantially all the assets of the Trust Depositor as an entirety, can lawfully perform the obligations of the Trust Depositor hereunder and executes and delivers to the Owner Trustee and the Indenture Trustee an agreement in form and substance reasonably

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satisfactory to the Owner Trustee and the Indenture Trustee which contains an assumption by such successor entity of the due and punctual performance and observance of each covenant and condition to be performed or observed by the Trust Depositor under this Agreement; provided that the Rating Agency Condition shall be satisfied with respect to any merger, consolidation or succession pursuant to this Section.

Section 6.04.Limitation on Liability of Trust Depositor and Others.  The Trust Depositor and any director or officer or employee or agent of the Trust Depositor may rely in good faith on any document of any kind, prima facie properly executed and submitted by any Person respecting any matters arising hereunder.  The Trust Depositor and any director or officer or employee or agent of the Trust Depositor shall be reimbursed by the Owner Trustee or the Indenture Trustee, as the case may be, for any contractual damages, liability or expense incurred by reason of the Owner Trustee’s or the Indenture Trustee’s willful misfeasance, bad faith or negligence (except errors in judgment) in the performance of their respective duties hereunder and under the other Transaction Documents, or by reason of reckless disregard of their respective obligations and duties hereunder and under the other Transaction Documents.  The Trust Depositor shall not be under any obligation to appear in, prosecute or defend any legal action that shall not be incidental to its obligations under this Agreement, and that in its opinion may involve it in any expense or liability.

Section 6.05.Trust Depositor Not to Resign.  Subject to the provisions of Section 6.03, the Trust Depositor shall not resign from the obligations and duties hereby imposed on it as Trust Depositor hereunder.

ARTICLE SEVEN

DISTRIBUTIONS; RESERVE FUND

Section 7.01.Monthly Distributions.  (a)  Each Noteholder and Certificateholder as of the related Record Date shall be paid on each Distribution Date by wire transfer if such Noteholder or Certificateholder provides written instructions to the Indenture Trustee or the Owner Trustee, respectively, at least ten days prior to such Distribution Date.

(b)The Indenture Trustee shall serve as the paying agent hereunder (the “Paying Agent”) and shall make the payments to or on behalf of the Noteholders and the Certificateholder[s] required hereunder.  The Indenture Trustee hereby agrees that all amounts held by it for payment hereunder will be held in trust for the benefit of the Noteholders and the Certificateholder[s].

Section 7.02.Fees.  The Indenture Trustee shall be paid the Indenture Trustee Fee and the Servicer shall be paid the Monthly Servicing Fee, each of which shall be paid solely from the monies and in accordance with the priorities described in Section 7.05(a).  No recourse may be had to the Seller, Trust Depositor, Trustees, Servicer, or any of their respective Affiliates in the event that amounts available under Section 7.05(a) are insufficient for payment of the Indenture Trustee Fee and the Monthly Servicing Fee.

Section 7.03.Advances.  On each Determination Date, the Servicer shall compute the amount of Delinquent Interest, if any, on the Contracts.  Not later than each Distribution Date, the Servicer shall advance (each, an “Advance”) an amount equal to the Delinquent Interest for such Determination Date by depositing such amount in the Collection Account; provided, however, that the Servicer shall be obligated to advance Delinquent Interest only to the extent that the Servicer, in its sole discretion, expects that such advance will not become an Uncollectible Advance.  The Servicer shall indicate on each Monthly Report

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(i) the amount of Delinquent Interest, if any, on the Contracts for the related Determination Date and (ii) the amount of the Advance, if any, made by the Servicer in respect of the Delinquent Interest pursuant to this Section 7.03.  If the amount of such Advance is less than the amount of the Delinquent Interest, the relevant Monthly Report shall be accompanied by a certificate of a Servicing Officer setting forth in reasonable detail the basis for the determination by the Servicer that the portion of the Delinquent Interest not advanced would become an Uncollectible Advance.  By each Determination Date, the Servicer shall determine the amount of prior unreimbursed Advances for which it shall be entitled to be reimbursed pursuant to the provisions of this Section (such amount, the “Reimbursement Amount”).  The Servicer shall be entitled to be reimbursed for any outstanding Advance with respect to a Contract as provided in Section 7.05(a)(ii).

Section 7.04.[Reserved].

Section 7.05.Distributions; Priorities.

(a)Except as provided in Section 7.05(b), (c) or (d), on each Distribution Date, the Indenture Trustee, at the Servicer’s direction, will make the following allocations and distributions of Available Monies in the following order of priority:

(i)to the Servicer, the Reimbursement Amount for Advances previously made[, except Available Monies from the Risk Retention Reserve Account may not be used for this purpose as long as the Servicer is HDCC or an Affiliate of HDCC];

(ii)to the Servicer, the Monthly Servicing Fee, including any unpaid Monthly Servicing Fee with respect to one or more prior Distribution Dates[, except Available Monies from the Risk Retention Reserve Account may not be used for this purpose as long as the Servicer is HDCC or an Affiliate of HDCC];

(iii)to the Indenture Trustee, the Indenture Trustee Fee, including any unpaid Indenture Trustee Fee with respect to one or more prior Distribution Dates;

(iv)to the Asset Representations Reviewer, the Asset Representations Reviewer Fee and expenses and indemnity amounts due and owing under the Asset Representations Review Agreement, to the extent not already paid by the Administrator on behalf of the Issuer, up to an amount not to exceed $[          ] per calendar year;

(v)[to the Note Distribution Account for further distribution to the [Swap][Cap] Counterparty, any Net [Swap][Cap] Payment;]

(vi)to the Note Distribution Account, together with any amounts deposited therein pursuant to Section 7.06, the applicable Note Interest Distributable Amount with respect to such Distribution Date for further distribution [pro rata (1)] to the Class A Noteholders; provided, however, that if there are insufficient Available Monies to pay the entire amount of the Note Interest Distributable Amount, then the remaining Available Monies shall be applied to the Class A-1 Notes, the Class A-2a Notes, the Class A-2b Notes, the Class A-3 Notes, and the Class A-4 Notes, pro rata, on the basis of the Note Interest Distributable Amount for each such Class of Notes[, and (2) to the [Swap][Cap] Counterparty, any unpaid Senior [Swap][Cap] Termination Payment];

(vii)to the Note Distribution Account, together with any amounts deposited therein pursuant to Section 7.06, the First Priority Principal Distributable Amount with respect to such Distribution Date for further distribution first, to the ClassA-1NoteholdersuntiltheOutstandingAmountoftheClassA-1Noteshasbeenpaidinfull,second,totheClassA-2

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Noteholders (pro rata to the Class A-2a Noteholders and the Class A-2b Noteholders) until the Outstanding Amount of the Class A-2 Notes has been paid in full, third, to the Class A-3 Noteholders until the Outstanding Amount of the Class A-3 Notes has been paid in full, and fourth, to the Class A-4 Noteholders until the Outstanding Amount of the Class A-4 Notes has been paid in full;

(viii)to the Note Distribution Account, together with any amounts deposited therein pursuant to Section 7.06, the applicable Note Interest Distributable Amount with respect to such Distribution Date for further distribution to the Class B Noteholders;

(ix)to the Note Distribution Account, together with any amounts deposited therein pursuant to Section 7.06, the Second Priority Principal Distributable Amount with respect to such Distribution Date, for further distribution first, to the Class A-1 Noteholders until the Outstanding Amount of the Class A-1 Notes has been paid in full, second, to the Class A-2 Noteholders (pro rata to the Class A-2a Noteholders and the Class A-2b Noteholders) until the Outstanding Amount of the Class A-2 Notes has been paid in full, third, to the Class A-3 Noteholders until the Outstanding Amount of the Class A-3 Notes has been paid in full, fourth, to the Class A-4 Noteholders until the Outstanding Amount of the Class A-4 Notes has been paid in full and fifth, to the Class B Noteholders until the Outstanding Amount of the Class B Notes has been paid in full;

(x)to the Note Distribution Account, together with any amounts deposited therein pursuant to Section 7.06, the applicable Note Interest Distributable Amount with respect to such Distribution Date for further distribution to the Class C Noteholders;

(xi)to the Note Distribution Account, together with any amounts deposited therein pursuant to Section 7.06, the Third Priority Principal Distributable Amount with respect to such Distribution Date, for further distribution first, to the Class A-1 Noteholders until the Outstanding Amount of the Class A-1 Notes has been paid in full, second, to the Class A-2 Noteholders (pro rata to the Class A-2a Noteholders and the Class A-2b Noteholders) until the Outstanding Amount of the Class A-2 Notes has been paid in full, third, to the Class A-3 Noteholders until the Outstanding Amount of the Class A-3 Notes has been paid in full, fourth, to the Class A-4 Noteholders until the Outstanding Amount of the Class A-4 Notes has been paid in full, fifth, to the Class B Noteholders until the Outstanding Amount of the Class B Notes has been paid in full, and sixth, to the Class C Noteholders until the Outstanding Amount of the Class C Notes has been paid in full;

(xii)to the Note Distribution Account, together with any amounts deposited therein pursuant to Section 7.06, the applicable Note Interest Distributable Amount with respect to such Distribution Date for further distribution to the Class D Noteholders;

(xiii)to the Note Distribution Account, together with any amounts deposited therein pursuant to Section 7.06, the Noteholders’ Regular Principal Distributable Amount with respect to such Distribution Date, for further distribution first, to the Class A-1 Noteholders until the Outstanding Amount of the Class A-1 Notes has been paid in full, second, to the Class A-2 Noteholders (pro rata to the Class A-2a Noteholders and the Class A-2b Noteholders) until the Outstanding Amount of the Class A-2 Notes has been paid in full, third, to the Class A-3 Noteholders until the Outstanding Amount of the Class A-3 Notes has been paid in full, fourth, to the Class A-4 Noteholders, until the Outstanding Amount of the Class A-4 Notes has been paid in full, fifth, to the Class B Noteholders until the Outstanding Amount of the Class B Notes has been paid in full, sixth, to the Class C Noteholders until the Outstanding Amount of the Class C Notes

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has been paid in full, and, seventh, to the Class D Noteholders until the Outstanding Amount of the Class D Notes has been paid in full;

(xiv)any Excess Amounts to the Reserve Fund up to the amount, if any, necessary to increase the balance thereof to the Specified Reserve Fund Balance; [and]

(xv)to the Asset Representations Reviewer, any fees, expenses and indemnity amounts due but not paid under item (iv) above;

(xvi)[to the Note Distribution Account for further distribution to the [Swap][Cap] Counterparty, any unpaid Subordinated [Swap][Cap] Termination Payment; and]

(xvii)any remaining amounts to the Certificateholder[s] as residual interestholder under the Trust Agreement.

(b)If the Notes have been declared immediately due and payable as provided in Section 5.02 of the Indenture following the occurrence of an Event of Default under Section 5.01(iii) of the Indenture, then, until such time as the Notes have been paid in full, Available Monies shall be allocated and distributed in the following order of priority after payment of the amounts set forth in Section 7.05(a)(i) through (v):

(i)to the Note Distribution Account, together with any amounts deposited therein pursuant to Section 7.06, the applicable Note Interest Distributable Amount with respect to such Distribution Date for further distribution [pro rata (1)] to the Class A Noteholders; provided, however, that if there are insufficient Available Monies to pay the entire amount of the Note Interest Distributable Amount for the Class A Notes, then the remaining Available Monies shall be applied to the Class A-1 Notes, the Class A-2a Notes, the Class A-2b Notes, the Class A-3 Notes, and the Class A-4 Notes, pro rata, on the basis of the Note Interest Distributable Amount for each such Class of Notes[, and (2) to the [Swap][Cap] Counterparty, any unpaid Senior [Swap][Cap] Termination Payment];

(ii)to the Note Distribution Account, together with any amounts deposited therein pursuant to Section 7.06, the First Priority Principal Distributable Amount with respect to such Distribution Date for further distribution first, to the Class A-1 Noteholders until the Outstanding Amount of the Class A-1 Notes has been paid in full, and second, to the Class A-2a Noteholders, the Class A-2b Noteholders, the Class A-3 Noteholders, and the Class A-4 Noteholders, pro rata, based on the outstanding principal amount of the related Classes of Notes, until the Outstanding Amount of such Classes of Notes has been paid in full;

(iii)to the Note Distribution Account, together with any amounts deposited therein pursuant to Section 7.06, the applicable Note Interest Distributable Amount with respect to such Distribution Date for further distribution to the Class B Noteholders;

(iv)to the Note Distribution Account, together with any amounts deposited therein pursuant to Section 7.06, the Second Priority Principal Distributable Amount with respect to such Distribution Date for further distribution first, to the Class A-1 Noteholders until the Outstanding Amount of the Class A-1 Notes has been paid in full, second, to the Class A-2a Noteholders, the Class A-2b Noteholders, the Class A-3 Noteholders, and the Class A-4 Noteholders, pro rata, based on the outstanding principal amount of the related Classes of Notes, until the Outstanding Amount of such Classes of Notes has been paid in full and third, to the Class B Noteholders until the Outstanding Amount of the Class B Notes has been paid in full;

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(v)to the Note Distribution Account, together with any amounts deposited therein pursuant to Section 7.06, the applicable Note Interest Distributable Amount with respect to such Distribution Date for further distribution to the Class C Noteholders;

(vi)to the Note Distribution Account, together with any amounts deposited therein pursuant to Section 7.06, the Third Priority Principal Distributable Amount with respect to such Distribution Date for further distribution first, to the Class A-1 Noteholders until the Outstanding Amount of the Class A-1 Notes has been paid in full, second, to the Class A-2a Noteholders, the Class A-2b Noteholders, the Class A-3 Noteholders, and the Class A-4 Noteholders, pro rata, based on the outstanding principal amount of the related Classes of Notes, until the Outstanding Amount of such Classes of Notes has been paid in full, third, to the Class B Noteholders until the Outstanding Amount of the Class B Notes has been paid in full, and, fourth, to the Class C Noteholders until the Outstanding Amount of the Class C Notes has been paid in full;

(vii)to the Note Distribution Account, together with any amounts deposited therein pursuant to Section 7.06, the applicable Note Interest Distributable Amount with respect to such Distribution Date to the Class D Noteholders;

(viii)to the Note Distribution Account, together with any amounts deposited therein pursuant to Section 7.06, all amounts remaining after distribution of amounts in clauses (i) through [(vii)] above shall be allocated in the following order of priority:

(1)to the Class A Noteholders, first, to the Class A-1 Noteholders, until the outstanding principal balance of the Class A-1 Notes has been paid in full and second, to the Class A-2a Noteholders, the Class A-2b Noteholders, the Class A-3 Noteholders, and the Class A-4 Noteholders, pro rata, based on the outstanding principal amount of the related Classes of Notes, until the outstanding principal balance of each such Class of the Notes has been paid in full;

(2)to the Class B Noteholders, until the outstanding principal balance of the Class B Notes has been paid in full; and

(3)to the Class C Noteholders, until the outstanding principal balance of the Class C Notes has been paid in full; and

(4)to the Class D Noteholders, until the outstanding principal balance of the Class D Notes has been paid in full;

(viii)to the Asset Representations Reviewer, any fees, expenses and indemnity amounts due but not paid above;

[(ix)to the Note Distribution Account for further distribution to the [Swap][Cap] Counterparty, any unpaid Subordinated [Swap][Cap] Termination Payment; and]

[(ix)][(x)]any remaining amounts to the Certificateholder[s] as residual interestholder under the Trust Agreement.

(c)If the Notes have been declared immediately due and payable as provided in Section 5.02 of the Indenture following the occurrence of an Event of Default under Section 5.01(i), (ii), (iv) or (v) of the Indenture, then, until such time as the Notes have been paid in full, Available Monies shall be

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allocated and distributed in the following order of priority after payment of amounts set forth in Section 7.05(a)(i) through (v):

(i)to the Note Distribution Account, together with any amounts deposited therein pursuant to Section 7.06, the applicable Note Interest Distributable Amount with respect to such Distribution Date for further distribution [pro rata (1)] to the Class A Noteholders; provided, however, that if there are insufficient funds on deposit in the Note Distribution Account to pay the entire amount of the Note Interest Distributable Amount for the Class A Notes, then the amount in the Note Distribution Account [paid to the Class A Noteholders] shall be applied to the Class A-1 Notes, the Class A-2a Notes, the Class A-2b Notes, the Class A-3 Notes, and the Class A-4 Notes, pro rata, on the basis of the Note Interest Distributable Amount for each such Class of Notes[, and (2) to the [Swap][Cap] Counterparty, any unpaid Senior [Swap][Cap] Termination Payment];

(ii)to the Note Distribution Account, together with any amounts deposited therein pursuant to Section 7.06, any amounts remaining after the distribution of amounts in clause (i) above to the Class A Noteholders for further distribution first, to the Class A-1 Noteholders until the Outstanding Amount of the Class A-1 Notes has been paid in full and second, pro rata, to the Class A-2a Noteholders, the Class A-2b Noteholders, the Class A-3 Noteholders and the Class A-4 Noteholders, based on the outstanding principal amount of the related Classes of Notes, until the Outstanding Amount of such Classes of Notes has been paid in full;

(iii)to the Note Distribution Account, together with any amounts deposited therein pursuant to Section 7.06, the applicable Note Interest Distributable Amount with respect to such Distribution Date for further distribution to the Class B Noteholders;

(iv)to the Note Distribution Account, together with any amounts deposited therein pursuant to Section 7.06, all amounts remaining after distribution of amounts in clauses (i), (ii) and (iii) above, for further distribution to the Class B Noteholders in reduction of the outstanding principal balance of the Class B Notes until the outstanding principal balance of the Class B Notes has been paid in full;

(v)to the Note Distribution Account, together with any amounts deposited therein pursuant to Section 7.06, the applicable Note Interest Distributable Amount with respect to such Distribution Date for further distribution to the Class C Noteholders;

(vi)to the Note Distribution Account, together with any amounts deposited therein pursuant to Section 7.06, all amounts remaining after distribution of amounts in clauses (i) through (v) above, for further distribution to the Class C Noteholders in reduction of the outstanding principal balance of the Class C Notes until the outstanding principal balance of the Class C Notes has been paid in full; and

(vii)to the Note Distribution Account, together with any amounts deposited therein pursuant to Section 7.06, the applicable Note Interest Distributable Amount with respect to such Distribution Date for distribution to the Class D Noteholders;

(viii)to the Note Distribution Account, together with any amounts deposited therein pursuant to Section 7.06, all amounts remaining after distribution of amounts in clauses (i) through (vii) above, for distribution to the Class D Noteholders in reduction of the outstanding principal balance of the Class D Notes until the outstanding principal balance of the Class D Notes has been paid in full;

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(ix)to the Asset Representations Reviewer, any fees, expenses and indemnity amounts due but not paid above;

[(x)to the Note Distribution Account for further distribution to the [Swap][Cap] Counterparty, any unpaid Subordinated [Swap][Cap] Termination Payment; and]

[(x)][(xi)]any remaining amounts to the Certificateholder[s] as residual interestholder under the Trust Agreement.

Notwithstanding that the Notes have been paid in full, the Indenture Trustee shall continue to maintain the Collection Account hereunder until the Pool Balance has been reduced to zero.

Section 7.06.Reserve Fund[; Risk Retention Reserve Account].

(a)On the Closing Date, the Indenture Trustee, on behalf of the Trust Depositor shall deposit the Reserve Fund Initial Deposit into the Reserve Fund from the net proceeds of the Notes. [On the Closing Date, the Indenture Trustee, on behalf of the Trust Depositor shall deposit the Risk Retention Reserve Account Deposit into the Risk Retention Reserve Account from the net proceeds of the Notes.]

(b)The Indenture Trustee shall determine no later than 10:00 a.m., Chicago, Illinois time, on each Distribution Date (but after making, and taking into account, the transfers of funds contemplated in Section 7.05 above) whether there exists a Shortfall with respect to such Distribution Date.  In the event that the Indenture Trustee determines that there exists a Shortfall, the Indenture Trustee shall no later than 12:00 noon, Chicago, Illinois time, on such Distribution Date remit monies from the Reserve Fund in the following order of priority: first, to the Note Distribution Account the amount of such Shortfall relating to [[the Note Interest Distributable Amount [and Senior [Swap][Cap] Termination Payments][, and]][any unpaid Net [Swap][Cap] Payment], for such Distribution Date, second, to the Note Distribution Account, the amount of such Shortfall relating to the Note Interest Distributable Amount [and Senior [Swap][Cap] Termination Payments], and third, to the Note Distribution Account, the amount of such Shortfall relating to the Principal Distributable Amount. [If the Reserve Fund is not sufficient to cover the Shortfall, the Indenture Trustee shall no later than 12:00 noon, Chicago, Illinois time, on such Distribution Date remit monies from the Risk Retention Reserve Account in the following order of priority: first, to the Note Distribution Account the amount of such Shortfall relating to [[the Note Interest Distributable Amount [and Senior [Swap][Cap] Termination Payments][, and]][any unpaid Net [Swap][Cap] Payment], for such Distribution Date, second, to the Note Distribution Account, the amount of such Shortfall relating to the Note Interest Distributable Amount [and Senior [Swap][Cap] Termination Payments], and third, to the Note Distribution Account, the amount of such Shortfall relating to the Principal Distributable Amount.]

(c)The Indenture Trustee shall at the written direction of the Servicer invest the funds in the Reserve Fund [and the Risk Retention Reserve Account] in Qualified Eligible Investments.  Funds in the Reserve Fund [and the Risk Retention Reserve Account] shall be invested in investments that are payable on demand or mature on or before the Business Day prior to each Distribution Date.  Once such funds are invested, the Indenture Trustee shall not change the investment of such funds prior to maturity.  Upon any such investment, the Indenture Trustee shall, consistent with the definition of Qualified Eligible Investment herein, make an appropriate notation of the security interest in such Qualified Eligible Investment on the Indenture Trustee’s records, by book entry or otherwise.  All income and gain realized from any such investments as well as any interest earned on Reserve Fund Deposits shall be deposited and retained in the Reserve Fund (subject to Section 7.06(e)).  Losses, if any, realized on amounts in the Reserve Fund invested pursuant to this paragraph shall first be credited against undistributed investment earnings on amounts in the Reserve Fund invested pursuant to this paragraph, and shall thereafter be deemed to reduce the amount on deposit in the Reserve Fund.  Neither the Trust Depositor nor the Indenture Trustee shall be liable for the amount of any loss incurred in respect of any investment, or lack of investment, of funds held in the Reserve Fund [or the Risk Retention Reserve Account].  All income or loss on funds held in the Reserve Fund [or the Risk Retention Reserve Account] shall be taxable to the Certificateholder[s].

(d)Any Excess Amounts will be applied as provided in Section 7.05(a)(xiv) to increase the balance of the Reserve Fund to the Specified Reserve Fund Balance.

(e)On each Distribution Date on which the amount on deposit in the Reserve Fund (after giving effect to all deposits thereto and withdrawals therefrom on such Distribution Date) exceeds the

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Specified Reserve Fund Balance, the Indenture Trustee shall release such excess amounts to the Trust Depositor.

Section 7.07.[Reserved].

Section 7.08.Purchase of Contracts for Breach of Representations and Warranties.

(a)If the Trust Depositor (i) has knowledge of a breach of a representation or warranty of the Seller as set forth in Exhibit J hereto, (ii) receives notice from the Issuer, the Owner Trustee[, the Underlying Trustee] or the Indenture Trustee of a breach of a representation or warranty of the Seller as set forth in Exhibit J hereto, (iii) receives a Repurchase Request from the Owner Trustee[, the Underlying Trustee] or the Indenture Trustee for a Contract or (iv) receives a Review Report that indicates a Test Fail for a Contract, then, in each case, the Trust Depositor will investigate the Contract to confirm the breach and determine if the breach has a material adverse effect on the Contract.  None of the Servicer, the Issuer, the Owner Trustee, [the Underlying Trustee,] the Indenture Trustee or the Administrator will have an obligation to investigate whether a breach of any representation or warranty has occurred or whether any Contract is required to be repurchased under this Section 7.08.

(b)Upon a discovery by the Servicer, the Trust Depositor or the Trustees of a breach of a representation or warranty of the Seller as set forth in Exhibit J hereto that materially adversely affects the [Underlying] Trust’s interest in such Contract (without regard to the benefits of the Reserve Fund), the party discovering the breach shall give prompt written notice to the other parties; provided, that the Trustees shall have no duty or obligation to inquire or to investigate the breach by the Seller of any of such representations or warranties.  The Trust Depositor shall reacquire from the [Underlying] Trust, and the Trust Depositor shall cause the Seller to reacquire from the Trust Depositor, as provided in the Transfer and Sale Agreement and in accordance with this Section 7.08, a Contract at its Purchase Price (which shall be deposited into the Collection Account), not later than two Business Days prior to the first Distribution Date after the last day of the calendar month in which the Trust Depositor or the Seller become aware or receive written notice from the Trustees, the Servicer or the Trust Depositor of any breach of a representation or warranty of the Seller set forth in Article III of the Transfer and Sale Agreement that materially and adversely affects such Contract or the [Underlying] Trust’s interest in such Contract and which breach has not been cured; provided, however, that with respect to any Contract described on the List of Contracts with respect to an incorrect unpaid Principal Balance which the Seller would otherwise be required to reacquire under the Transfer and Sale Agreement, the Seller may, in lieu of reacquiring such Contract, deposit in the Collection Account, not later than one Business Day prior to the first Distribution Date after the last day of the calendar month in which the Seller becomes aware of such inaccuracy, cash in an amount sufficient to cure any deficiency or discrepancy; and provided further that with respect to a breach of representation or warranty relating to the Contracts in the aggregate and not to any particular Contract the Seller may select Contracts (without adverse selection) to reacquire such that had such Contracts not been included as part of the Trust Corpus there would have been no breach of such representation or warranty.

(c)If the Servicer determines in good faith that the representation and warranty of the Seller as set forth in Section 2(i) of Exhibit J hereto may have been violated with respect to one or more Contracts, and that amendment of the terms of such Contract(s) could better ensure compliance with applicable laws and if the Seller shall have notified the Servicer in writing of its intention to amend the terms of such Contract(s) to ensure compliance with applicable laws upon reacquisition pursuant to this Section 7.08(c) and the Transfer and Sale Agreement, the Servicer shall give prompt written notice of such determination to the other parties. The Trust Depositor shall reacquire from the [Underlying] Trust, and the Trust Depositor shall cause the Seller to reacquire from the Trust Depositor, as provided in the Transfer and Sale Agreement and in accordance with this Section 7.08, a Contract at its Purchase Price

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(which shall be deposited into the Collection Account), not later than two Business Days prior to the first Distribution Date after the last day of the calendar month in which the Trust Depositor and the Seller receive the written notice from the Servicer described above; provided, however, that no Contract shall be reacquired pursuant to this Section 7.08(b) if, after giving effect to such reacquisition, the aggregate Principal Balance of the Contracts so reacquired, measured as of the Cutoff Date, would exceed 10% of the Pool Balance as of the Cutoff Date.  For the avoidance of doubt, this provision does not limit the obligation of the Seller to repurchase any Contract for which there is a breach of a representation or warranty of the Seller as set forth in Exhibit J and there shall be no limitation on the Principal Balance or the number of Contracts that are required to be repurchased by the Seller in connection with a breach of a representation or warranty of the Seller as set forth in Exhibit J.

(d)Notwithstanding any other provision of this Agreement, the obligations of the Seller under the Transfer and Sale Agreement and described in this Section 7.08 shall not terminate or be deemed released by any party hereto upon a Servicing Transfer pursuant to Article Eight.  The reacquisition obligations described in this Section 7.08 are in no way to be satisfied with monies on deposit in the Reserve Fund [or the Risk Retention Reserve Account].  The sole remedy of the Issuer, the Trustees[, the [Swap][Cap] Counterparty], and the Noteholders against the Seller with respect to a breach of a representation or warranty of the Seller shall be to require the Seller to reacquire the related Contract pursuant to this Section 7.08.

Section 7.09.Reassignment of Reacquired Contracts.  Upon receipt by the Indenture Trustee for deposit in the Collection Account of the Purchase Price as described in Section 7.08, Section 7.10 or Section 7.11, and upon receipt of a certificate of a Servicing Officer in the form attached hereto as Exhibit G, [the Indenture Trustee shall release its lien on and] the [Underlying] Trust shall assign to the Trust Depositor, the Seller or the Servicer, as applicable, all of the [Underlying] Trust’s right, title and interest in the reacquired or purchased Contract without recourse, representation or warranty, except as to the absence of liens, charges or encumbrances created by or arising as a result of actions of the Trustees.

Section 7.10.Servicer’s Purchase Option.  On written notice to the Owner Trustee and Indenture Trustee at least 20 days prior to a Distribution Date, and provided that the Pool Balance is then less than 10% of the Pool Balance as of the Cutoff Date, the Servicer may (but is not required to) purchase on that Distribution Date all outstanding Contracts (and related Contract Assets) at a price equal to the aggregate Outstanding Amount of the Notes on the previous Distribution Date plus the aggregate of the Note Interest Distributable Amount for the current Distribution Date, the Reimbursement Amount (if any) as well as accrued and unpaid Monthly Servicing Fees and the Indenture Trustee Fee to the date of such purchase [plus all amounts owing to the [Swap][Cap] Counterparty under the Interest Rate [Swap][Cap] Agreement].  Such price shall be deposited in the Collection Account not later than one (1) Business Day before such Distribution Date, against the Owner Trustee’s and Indenture Trustee’s release of the Contracts and the Contract Files to the Servicer.

Section 7.11.Purchase of Contracts for Breach of Servicing Obligations.  Upon a discovery by the Servicer or the Trustees of a breach of any of the covenants of the Servicer set forth in Section 5.02, 5.06 or 5.09 that materially adversely affects the [Underlying] Trust’s interest in a Contract (without regard to the benefits of the Reserve Fund), the party discovering the breach shall give prompt written notice to the other parties; provided that the failure to maintain perfection of the security interest in the Motorcycle securing a Contract in accordance with Section 5.09, shall be deemed to be a breach materially and adversely affecting the [Underlying] Trust’s interest in the Contract or in the related Contracts; provided, further, that the Trustees shall have no duty or obligation to inquire or to investigate the breach by the Servicer of any of such covenants.  The Servicer, in accordance with this Section 7.11, shall purchase such Contract at its Purchase Price, two Business Days prior to the first Distribution Date after the last day of the calendar month in which the Servicer becomes aware, or receives written notice

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from the Trustees of any breach described in the preceding sentence which breach has not been cured; provided, however, that with respect to a breach of any of the covenants of the Servicer set forth in Section 5.02, 5.06 or 5.09 relating to the Contracts in the aggregate and not to any particular Contract the Servicer may select Contracts (without adverse selection) to purchase such that had such Contracts not been included as part of the Trust Corpus there would have been no breach of such covenant.  Notwithstanding any other provision of this Agreement, the obligation of the Servicer described in this Section 7.11 shall not terminate or be deemed released by any party hereto upon a Servicing Transfer pursuant to Article Eight.  The purchase obligation described in this Section 7.11 is in no way to be satisfied with monies in the Reserve Fund [or the Risk Retention Reserve Account].  Upon Servicer’s payment of the Purchase Price of the Contract, any Event of Termination pursuant to Section 8.01(b) arising as a result of the Servicer’s breach of any of the covenants set forth in Section 5.02, 5.06 or 5.09 with respect to such Contract shall be deemed not to have occurred.

Section 7.12.Dispute Resolution.

(a)If the Issuer, the Owner Trustee[, the Underlying Trustee], the Indenture Trustee or a Noteholder (the “Requesting Party”) requests that the Trust Depositor and/or the Seller repurchase a Contract due to an alleged breach of a representation and warranty set forth on Exhibit J hereto or in Section 3.02 of the Sale and Transfer Agreement (each, a “Repurchase Request”), and the Repurchase Request has not been resolved within 180 days after the Trust Depositor or the Seller receives the Repurchase Request, the Requesting Party may refer the matter, in its discretion, to either mediation (including non-binding arbitration) or binding third-party arbitration.  The Requesting Party must start the mediation or arbitration proceeding according to the ADR Rules of the ADR Organization within [90] days after the end of the 180-day period.  The Trust Depositor and the Seller agree to participate in the dispute resolution method selected by the Requesting Party.

(b)If the Requesting Party selects mediation for dispute resolution:

(i)The mediation will be administered by the ADR Organization using its ADR Rules.  However, if any ADR Rules are inconsistent with the procedures for mediation stated in this Section 7.12, the procedures in this Section 7.12 will control.

(ii)A single mediator will be selected by the ADR Organization from a list of neutrals maintained by it according to the ADR Rules.  The mediator must be impartial, an attorney admitted to practice in the State of New York and have at least [15] years of experience in commercial litigation and, if possible, consumer finance or asset-backed securitization matters.

(iii)The mediation will start within [15] days after the selection of the mediator and conclude within [30] days after the start of the mediation.

(iv)Expenses of the mediation will be allocated to the parties as mutually agreed by them as part of the mediation.

(v)If the parties fail to agree at the completion of the mediation, the Requesting Party may refer the Repurchase Request to arbitration under this Section 7.12 or may commence legal proceedings to resolve the dispute.

(c)If the Requesting Party selects arbitration for dispute resolution:

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(i)The arbitration will be administered by the ADR Organization using its ADR Rules.  However, if any ADR Rules are inconsistent with the procedures for arbitration stated in this Section 7.12, the procedures in this Section 7.12 will control.

(ii)A single arbitrator will be selected by the ADR Organization from a list of neutrals maintained by it according to the ADR Rules.  The arbitrator must be impartial, an attorney admitted to practice in the State of New York and have at least [15] years of experience in commercial litigation and, if possible, consumer finance or asset-backed securitization matters.  The arbitrator will be independent and impartial and will comply with the Code of Ethics for Arbitrators in Commercial Disputes in effect at the time of the arbitration.  Before accepting an appointment, the arbitrator must promptly disclose any circumstances likely to create a reasonable inference of bias or conflict of interest or likely to preclude completion of the proceedings within the stated time schedule.  The arbitrator may be removed by the ADR Organization for cause consisting of actual bias, conflict of interest or other serious potential for conflict.

(iii)The arbitrator will have the authority to schedule, hear and determine any motions, according to New York law, and will do so at the motion of any party.  Discovery will be completed with [30] days of selection of the arbitrator and will be limited for each party to two witness depositions not to exceed five hours, two interrogatories, one document request and one request for admissions.  However, the arbitrator may grant additional discovery on a showing of good cause that the additional discovery is reasonable and necessary.  Briefs will be limited to no more than ten pages each, and will be limited to initial statements of the case, motions and a pre-hearing brief.  The evidentiary hearing on the merits will start no later than [60] days after selection of the arbitrator and will proceed for no more than six consecutive Business Days with equal time allocated to each party for the presentation of evidence and cross examination.  The arbitrator may allow additional time for discovery and hearings on a showing of good cause or due to unavoidable delays.

(iv)The arbitrator will make its final determination no later than [90] days after its selection.  The arbitrator will resolve the dispute according to the terms of this Agreement and the other Transaction Documents, and may not modify or change this Agreement or the other Transaction Documents in any way.  The arbitrator will not have the power to award punitive damages or consequential damages in any arbitration conducted by them.  In its final determination, the arbitrator will determine and award the expenses of the arbitration (including filing fees, the fees of the arbitrator, expense of any record or transcript of the arbitration and administrative fees) to the parties in its reasonable discretion.  The determination of the arbitrator will be in writing and counterpart copies will be promptly delivered to the parties.  The final determination of the arbitrator in binding arbitration will be final and non-appealable, except for actions to confirm or vacate the determination permitted under federal or State law, and may be entered and enforced in any court of competent jurisdiction.

(v)By selecting arbitration, the Requesting Party is giving up the right to sue in court, including the right to a trial by jury.

(vi)The Requesting Party may not bring a putative or certificated class action to arbitration.  If this waiver of class action rights is found to be unenforceable for any reason, the Requesting Party agrees that it will bring its claims in a court of competent jurisdiction.

(d)For each mediation or arbitration:

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(i)Any mediation or arbitration will be held in New York, New York at the offices of the mediator or arbitrator or at another location selected by the Trust Depositor or the Seller.  Any party or witness may participate by teleconference or video conference.

(ii)The Trust Depositor, the Seller and the Requesting Party will have the right to seek provisional relief from a competent court of law, including a temporary restraining order, preliminary injunction or attachment order, if such relief is available by law.

(iii)Neither the Trust Depositor nor the Seller will be required to produce personally identifiable customer information for purposes of any mediation or arbitration.  The existence and details of any unresolved Repurchase Request, any informal meetings, mediations or arbitration proceedings, the nature and amount of any relief sought or granted, any offers or statements made and any discovery taken in the proceeding will be confidential, privileged and inadmissible for any purpose in any other mediation, arbitration, litigation or other proceeding.  The parties will keep this information confidential and will not disclose or discuss it with any third party (other than a party’s attorneys, experts, accountants and other advisors, as reasonably required in connection with the mediation or arbitration proceeding under this Section 7.12), except as required by law, regulatory requirement or court order.  If a party to a mediation or arbitration proceeding receives a subpoena or other request for information from a third party (other than a governmental regulatory body) for confidential information of the other party to the mediation or arbitration proceeding, the recipient will promptly notify the other party and will provide the other party with the opportunity to object to the production of its confidential information.

Section 7.13.Interest Rate [Swap][Cap] Agreement.

(a)The Issuer shall enter into the Interest Rate [Swap][Cap] Agreement with the [Swap][Cap] Counterparty on the Closing Date.  The Issuer shall deposit Net Swap Receipts into the Note Distribution Account to be included as Available Monies on the related Distribution Date.  Subject to the requirements of this Section 7.12, the Issuer may from time to time enter into one or more Replacement Interest Rate [Swap][Cap] Agreements in the event that the Interest Rate [Swap][Cap] Agreement is terminated due to certain “termination events” or “events of default” (each as defined in the Interest Rate [Swap][Cap] Agreement) prior to its scheduled expiration and in accordance with the terms of such Interest Rate [Swap][Cap] Agreement.  Other than any Replacement Interest Rate [Swap][Cap] Agreement entered into pursuant to this Section 7.13(a), the Issuer may not enter into any additional interest rate swap agreements.

(b)In the event of any early termination of the Interest Rate [Swap][Cap] Agreement, (i) upon written direction and notification of such early termination, the Indenture Trustee shall establish the [Swap][Cap] Termination Payment Account and (ii) any [Swap][Cap] Termination Payments received from the [Swap][Cap] Counterparty will be remitted to the [Swap][Cap] Termination Payment Account.  Any Swap Replacement Proceeds received from any Replacement [Swap][Cap] Counterparty pursuant to Section 7.12(c) will be remitted to the [Swap][Cap] Termination Payment Account for payment of any [Swap][Cap] Termination Payment owed by the Issuer to the [Swap][Cap] Counterparty.  To the extent not fully paid from Swap Replacement Proceeds, any [Swap][Cap] Termination Payment owed by the Issuer to the [Swap][Cap] Counterparty under the Interest Rate [Swap][Cap] Agreement shall be payable to the [Swap][Cap] Counterparty in installments made on each following Distribution Date until paid in full in accordance with the order of priority specified in Section 7.05.

(c)Following the early termination of the Interest Rate [Swap][Cap] Agreement due to an “event of default” or “termination event” (each as defined in the Interest Rate [Swap][Cap] Agreement)

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and in accordance with the terms of such Interest Rate [Swap][Cap] Agreement, the Issuer shall promptly enter into a Replacement Interest Rate [Swap][Cap] Agreement to the extent possible and practicable using funds available in the [Swap][Cap] Termination Payment Account.

(d)To the extent that the funds available in the [Swap][Cap] Termination Payment Account exceed the costs of entering into a Replacement Interest Rate [Swap][Cap] Agreement, the amounts in the [Swap][Cap] Termination Payment Account (other than funds used to pay the costs of entering into a Replacement Interest Rate [Swap][Cap] Agreement, if applicable) shall be allocated in accordance with the order of priority specified in Section 7.05 on the following Distribution Date.  In any other situation, amounts on deposit in the [Swap][Cap] Termination Payment Account at any time shall be invested in Eligible Investments and on each Distribution Date after the creation of a [Swap][Cap] Termination Payment Account, the funds therein shall be used to cover any shortfalls in the amounts payable under clauses (i) through (x) of Section 7.05(a), under Section 7.05(b), or under Section 7.05(c); provided, that in no event will the amount withdrawn from the [Swap][Cap] Termination Payment Account on such Distribution Date exceed the amount of Net Swap Receipts that would have been required to be paid on such Distribution Date under the terminated Interest Rate Swap Transaction had there been no termination of such transaction.  Any amounts remaining in the [Swap][Cap] Termination Payment Account after payment in full of the Class C Notes shall be included in Available Monies and allocated in accordance with the order of priority specified in Section 7.05 on the following Distribution Date.

(e)If the [Swap][Cap] Counterparty is required to post collateral under the terms of the Interest Rate [Swap][Cap] Agreement, upon written direction and notification of such requirement the Indenture Trustee shall establish the [Swap][Cap] Collateral Account (the “[Swap][Cap] Collateral Account”) over which the Indenture Trustee shall have exclusive control and the sole right of withdrawal, and in which no Person other than the Indenture Trustee, the [Swap][Cap] Counterparty and the Noteholders shall have any legal or beneficial interest. The Indenture Trustee shall deposit all “Eligible Collateral” (as defined in the Interest Rate [Swap][Cap] Agreement) received from the [Swap][Cap] Counterparty into the [Swap][Cap] Collateral Account.  Any and all funds at any time on deposit in, or otherwise to the credit of, the [Swap][Cap] Collateral Account shall be held in trust by the Indenture Trustee for the benefit of the [Swap][Cap] Counterparty and the Noteholders.  The only permitted withdrawal from or application of funds on deposit in, or otherwise to the credit of, the [Swap][Cap] Collateral Account shall be (i) to pay any Net Swap Receipts or [Swap][Cap] Termination Payments owed to the Issuer by the [Swap][Cap] Counterparty in accordance with the terms of the Interest Rate [Swap][Cap] Agreement or (ii) to return collateral to the [Swap][Cap] Counterparty when and as required by the Interest Rate [Swap][Cap] Agreement.

(f)The Issuer hereby grants to the Indenture Trustee for the benefit of the Noteholders and the [Swap][Cap] Counterparty a security interest in the [Swap][Cap] Collateral Account and all funds in the [Swap][Cap] Collateral Account and the proceeds thereof to secure the payment of interest on and principal of the Notes and the [Swap][Cap] Termination Payments to the [Swap][Cap] Counterparty under the Interest Rate [Swap][Cap] Agreement, and the Indenture Trustee shall have all of the rights of a secured party under the UCC with respect thereto.  If for any reason the [Swap][Cap] Collateral Account is no longer an Eligible Account, the Indenture Trustee shall promptly cause the [Swap][Cap] Collateral Account to be moved to another institution or otherwise changed so that the [Swap][Cap] Collateral Account becomes an Eligible Account.

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ARTICLE EIGHT

EVENTS OF TERMINATION; SERVICE TRANSFER

Section 8.01.Events of Termination.  “Event of Termination” means the occurrence of any of the following:

(a)Any failure by the Servicer to make any payment or deposit required to be made with respect to the Notes hereunder and the continuance of such failure for a period of four Business Days after the date on which a Servicing Officer discovers such failure or the Indenture Trustee provides written notice of such failure to the Servicer;

(b)Failure on the Servicer’s part to observe or perform in any material respect any covenant or agreement in this Agreement (other than a covenant or agreement the breach of which is specifically addressed elsewhere in this Section) which failure shall (i) materially and adversely affect the rights of Noteholders and (ii) continue unremedied for a period of 60 days after the date on which written notice of such failure, requiring the same to be remedied, shall have been given (A) to the Servicer by the Owner Trustee or the Indenture Trustee or (B) to the Servicer and to the Indenture Trustee by the Holders of not less than 25% of the aggregate Outstanding Amount of the Notes;

(c)An involuntary case under any applicable bankruptcy, insolvency or other similar law shall have been commenced in respect of the Servicer or Trust Depositor and shall not have been dismissed within 90 days, or a court having jurisdiction in the premises shall have entered a decree or order for relief in respect of either the Servicer or Trust Depositor in an involuntary case under any applicable bankruptcy, insolvency or other similar law now or hereafter in effect, or appointing a receiver, liquidator, assignee, custodian, trustee, sequestrator (or similar official) of either the Servicer or Trust Depositor, or for any substantial liquidation or winding up of their respective affairs;

(d)The Servicer or Trust Depositor shall have commenced a voluntary case under any applicable bankruptcy, insolvency or other similar law now or hereafter in effect, or shall have consented to the entry of an order for relief in an involuntary case under any such law, or shall have consented to the appointment of or taking possession by a receiver, liquidator, assignee, trustee, custodian or sequestrator (or other similar official) of the Servicer or Trust Depositor, as the case may be, or for any substantial part of their respective property, or shall have made any general assignment for the benefit of their respective creditors, or shall have failed to, or admitted in writing its inability to, pay its debts as they become due, or shall have taken any corporate action in furtherance of the foregoing;

(e)Any representation, warranty or statement of the Servicer made in this Agreement or any certificate, report or other writing delivered pursuant hereto shall prove to have been incorrect in any material respect as of the time when the same shall have been made and the incorrectness of such representation, warranty or statement has a material adverse effect on the Trust and, within 30 days after written notice thereof shall have been given to the Servicer by the Indenture Trustee, the circumstances or condition in respect of which such representation, warranty or statement was incorrect shall not have been eliminated or otherwise cured.

Section 8.02.Waiver of Event of Termination.  The Required Holders may, by written notice delivered to the parties hereto, waive any Event of Termination other than an Event of Termination described in Section 8.01(a).

Section 8.03.Servicing Transfer.  (a)  If an Event of Termination has occurred and is continuing and has not been waived pursuant to Section 8.02, (i) the Required Holders or (ii) the

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Indenture Trustee may, by written notice delivered to the parties hereto, terminate all (but not less than all) of the Servicer’s management, administrative, servicing, custodial and collection functions hereunder (such termination being herein called a “Servicing Transfer”).

(b)Upon receipt of the notice required by Section 8.03(a) (or, if later, on a date designated therein), all rights, benefits, fees, indemnities, authority and power of the Servicer under this Agreement, whether with respect to the Contracts, the Contract Files or otherwise, shall pass to and be vested in the Indenture Trustee (the “Successor Servicer”); and, without limitation, the Successor Servicer is authorized and empowered to execute and deliver on behalf of the Servicer, as attorney-in-fact or otherwise, any and all documents and other instruments, and to do any and all acts or things necessary or appropriate to effect the purposes of such notice of termination.  The Servicer agrees to cooperate with the Successor Servicer in effecting the termination of the responsibilities and rights of the Servicer hereunder, including, without limitation, the transfer to the Successor Servicer for administration by it of all cash amounts which shall at the time be held by the Servicer for deposit, or have been deposited by the Servicer, in the Collection Account, or for its own account in connection with its services hereafter or thereafter received with respect to the Contracts.  The Servicer shall transfer to the Successor Servicer (i) all records held by the Servicer relating to the Contracts in such electronic form as the Successor Servicer may reasonably request and (ii) any Contract Files in the Servicer’s possession.  In addition, the Servicer shall permit access to its premises (including all computer records and programs) to the Successor Servicer or its designee, and shall pay the reasonable transition expenses of the Successor Servicer.  Upon a Servicing Transfer, the Successor Servicer shall also be entitled to receive the Servicing Fee for performing the obligations of the Servicer.

Section 8.04.Successor Servicer to Act; Appointment of Successor Servicer.  On or after a Servicing Transfer pursuant to Section 8.03, the Successor Servicer shall be the successor [in all respects] to the Servicer in its capacity as servicer under this Agreement, to the extent provided in Section 8.06, and the transactions set forth or provided for herein and shall be subject to all the responsibilities, duties and liabilities relating thereto placed on the Servicer by the terms and provisions hereof, and the terminated Servicer shall be relieved of such responsibilities, duties and liabilities arising after such Servicing Transfer; provided, however, that (i) the Successor Servicer will not assume any obligations of the Servicer described in Section 8.08 and (ii) the Successor Servicer shall not be liable for any acts or omissions of the Servicer occurring prior to such Servicing Transfer or for any breach by the Servicer of any of its representations and warranties contained herein or in any related document or agreement. Notwithstanding the above, if the Successor Servicer is legally unable or unwilling to act as Servicer, the Indenture Trustee or the Required Holders may appoint a successor servicer (other than the original Servicer or an Affiliate of the original Servicer) to act as Servicer.  As compensation therefor, the successor servicer shall be entitled to receive reasonable compensation equal to the Servicing Fee.  The Owner Trustee, Noteholders and the Indenture Trustee and such successor shall take such action, consistent with this Agreement, as shall be necessary to effectuate any such succession; provided, however, that the Indenture Trustee shall not be required to make payment for compensation or any other payment in order to effectuate such succession.  To the extent the terminated Servicer has made Advances, it shall be entitled to reimbursement of the same notwithstanding its termination hereunder, to the same extent as if it had continued to service the Contracts hereunder.

Section 8.05.Notification to Noteholders.  (a)  Promptly following the occurrence of any Event of Termination, the Servicer shall give written notice thereof to the Trustees, the Trust Depositor[, the [Swap][Cap] Counterparty] and each Rating Agency at the addresses described in Section 11.04 hereof and to the Noteholders at their respective addresses appearing on the Note Register.

(b)Within 10 days following any termination or appointment of a Successor Servicer pursuant to this Article Eight, the Issuer shall give written notice thereof to each Rating Agency and the

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Trust Depositor at the addresses described in Section 11.04 hereof, and to the Noteholders at their addresses appearing on the Note Register.

(c)As provided in Section 8(f) of the Administration Agreement, the Successor Servicer shall become the “Administrator” thereunder.

Section 8.06.Effect of Transfer.  (a)  After a Servicing Transfer, the terminated Servicer shall have no further obligations with respect to the management, administration, servicing, custody or collection of the Contracts and the Successor Servicer appointed pursuant to Section 8.04 shall have all of such obligations, except that the terminated Servicer will transmit or cause to be transmitted directly to the Successor Servicer for its own account, promptly on receipt and in the same form in which received, any amounts (properly endorsed where required for the Successor Servicer to collect them) received as payments upon or otherwise in connection with the Contracts.

(b)A Servicing Transfer shall not affect the rights and duties of the parties hereunder (including but not limited to the indemnities of the Servicer)  other than those relating to the management, administration, servicing, custody or collection of the Contracts.

Section 8.07.Database File.  The Servicer will provide the Successor Servicer with a data file (in a format reasonably acceptable to the Indenture Trustee and the Servicer) containing the database file for each Contract (i) as of the Cutoff Date, (ii) thereafter, as of the last day of the preceding Due Period on each Determination Date prior to a Servicing Transfer, and (iii) on and as of the Business Day before the actual commencement of servicing functions by the Successor Servicer following the occurrence of a Servicing Transfer.

Section 8.08.Successor Servicer Indemnification.  The Servicer shall defend, indemnify and hold the Successor Servicer and any officers, directors, employees or agents of the Successor Servicer harmless against any and all claims, losses, penalties, fines, forfeitures, legal fees and related costs, judgments and any other costs, fees, and expenses that the Successor Servicer may sustain in connection with the claims asserted at any time by third parties against the Successor Servicer which result from (i) any willful or grossly negligent act taken or omission by the Servicer or (ii) a breach of any representations of the Servicer in Section 3.02 hereof.  The indemnification provided by this Section 8.08 shall survive the termination of this Agreement.

Section 8.09.Responsibilities of the Successor Servicer.  The Successor Servicer will not be responsible for delays attributable to the Servicer’s failure to deliver information, defects in the information supplied by the Servicer or other circumstances beyond the control of the Successor Servicer.

The Successor Servicer will make arrangements with the Servicer for the prompt and safe transfer of, and the Servicer shall provide to the Successor Servicer, all necessary servicing files and records, including (as applicable and deemed necessary by the Successor Servicer at such time): (i) imaged Contract documentation, (ii) servicing system tapes, (iii) Contract payment history, (iv) collections history, and (v) the trial balances, as of the close of business on the day immediately preceding conversion to the Successor Servicer, reflecting all applicable Contract information.

The Successor Servicer shall have no responsibility and shall not be in default hereunder nor incur any liability for any failure, error, malfunction or any delay in carrying out any of its duties under this Agreement if any such failure or delay results from the Successor Servicer acting in accordance with information prepared or supplied by a Person other than the Successor Servicer or the failure of any such Person to prepare or provide such information.  The Successor Servicer shall have no responsibility, shall not be in default and shall incur no liability (i) for any act or failure to act by any third party, including the

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Servicer, the Trust Depositor or the Trustees, or for any inaccuracy or omission in a notice or communication received by the Successor Servicer from any third party or (ii) which is due to or results from the invalidity, unenforceability of any Contract with applicable law or the breach or the inaccuracy of any representation or warranty made with respect to any Contract.

Section 8.10.Limitation of Liability of Servicer.  (a)  Neither the Servicer nor any of the directors, officers, employees or agents of the Servicer shall be under any liability to the Trust, the Owner Trustee, the Indenture Trustee or the Noteholders, except as provided under this Agreement, for any action taken or for refraining from the taking of any action pursuant to this Agreement or for errors in judgment; provided, however, that this provision shall not protect the Servicer or any such person against any liability that would otherwise be imposed by reason of willful misfeasance, bad faith or negligence in the performance of duties or by reason of reckless disregard of obligations and duties under this Agreement.  The Servicer and any director, officer, employee or agent of the Servicer may rely in good faith on the advice of counsel or on any document of any kind, prima facie properly executed and submitted by any Person respecting any matters arising under this Agreement.

(b)Except as provided in this Agreement, the Servicer shall not be under any obligation to appear in, prosecute or defend any legal action that shall not be incidental to its duties to service the Contracts in accordance with this Agreement, and that in its opinion may cause it to incur any expense or liability; provided, however, that the Servicer may undertake any reasonable action that it may deem necessary or desirable in respect of the Transaction Documents and the rights and duties of the parties to the Transaction Documents and the interests of the Noteholders under the Indenture.  In such event, the legal expenses and costs of such action and any liability resulting therefrom shall be expenses, costs and liabilities of the Servicer and the Servicer will not be entitled to be reimbursed therefor.

Section 8.11.Merger or Consolidation of Servicer.  Any Person into which the Servicer may be merged or consolidated, or any corporation or other entity resulting from any merger conversion or consolidation to which the Servicer shall be a party, or any Person succeeding to all or substantially all of the servicing business of the Servicer (which Person assumes the obligations of the Servicer), shall be the successor of the Servicer hereunder, without the execution or filing of any paper or any further act on the part of any of the parties hereto, anything herein to the contrary notwithstanding.  The Servicer shall give prior written notice of any such merger, consolidation, or succession to which it is a party to the Issuer, the Owner Trustee, the Indenture Trustee and the Rating Agencies.

Section 8.12.Servicer Not to Resign.  Subject to the provisions of Section 8.03, Servicer shall not resign from the obligations and duties hereby imposed on it as Servicer under this Agreement except upon determination that the performance of its duties under this Agreement shall no longer be permissible under applicable law.  Notice of any such determination permitting the resignation of Servicer shall be communicated to the Owner Trustee and the Indenture Trustee at the earliest practicable time (and, if such communication is not in writing, shall be confirmed in writing at the earliest practicable time) and any such determination shall be evidenced by an Opinion of Counsel to such effect delivered to the Owner Trustee and the Indenture Trustee concurrently with or promptly after such notice. No such resignation shall become effective until a successor shall have assumed the responsibilities and rights of the predecessor Servicer in accordance with Section 8.04.

Section 8.13.Appointment of Subservicer.  So long as Harley-Davidson Credit Corp. acts as the Servicer, the Servicer may at any time without notice or consent perform specific duties as servicer under this Agreement through subcontractors; provided, however, that, in each case, no such delegation or subcontracting shall relieve the Servicer of its responsibilities with respect to such duties, as to which the Servicer shall remain primarily responsible with respect thereto.

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ARTICLE NINE

REPORTS

Section 9.01.Monthly Reports.  No later than 10:00 a.m., Chicago, Illinois time, two Business Days prior to each Distribution Date, the Servicer shall deliver to the Trustees and each Rating Agency a Monthly Report.

Section 9.02.Officer’s Certificate.  Each Monthly Report delivered pursuant to Section 9.01 shall be accompanied by a certificate of a Servicing Officer substantially in the form of Exhibit D, certifying the accuracy of the Monthly Report and that no Event of Termination or event that with notice or lapse of time or both would become an Event of Termination has occurred, or if such event has occurred and is continuing, specifying the event and its status.

Section 9.03.Other Data.  In addition, the Trust Depositor and the Servicer shall, upon the request of the Trustees or a Rating Agency, furnish the Trustees, or such Rating Agency, as the case may be, such underlying data as may be reasonably requested.

Section 9.04.Report on Assessment of Compliance with Servicing Criteria and Attestation; Annual Officer’s Certificate.

(a)  The Servicer will:

(i)deliver to the Indenture Trustee and each Rating Agency within 90 days after the end of each calendar year a report on its assessment of compliance with the servicing criteria applicable to it during the preceding calendar year, including disclosure of any material instance of non-compliance identified by the Servicer, as required by Rule 13a-18 and 15d-18 of the Exchange Act and Item 1122 of Regulation AB under the Securities Act;

(ii)cause a firm of registered public accountants that is qualified and independent within the meaning of Rule 2-01 of Regulation S-X under the Securities Act to deliver to the Indenture Trustee and each Rating Agency within 90 days after the end of each calendar year an attestation report that satisfies the requirements of Rule 13a-18 or Rule 15d-18 under the Exchange Act and Item 1122 of Regulation AB, as applicable, on the Servicer’s assessment of compliance with servicing criteria with respect to the prior calendar year; and

(iii)deliver to the Indenture Trustee and each Rating Agency within 90 days after the end of each calendar year, an Officer’s Certificate to the effect that (i) a review of the Servicer’s activities during the immediately preceding calendar year (or, in the case of the first certificate, since the Closing Date) and of its performance under this Agreement has been made under the supervision of the officer signing such certificate and (ii) to the best of such officer’s knowledge, based on such review, the Servicer has fulfilled in all material respects all of its obligations under this Agreement throughout such calendar year (or applicable portion of such calendar year), or, if there has been a failure to fulfill any such obligation in any material respect, specifying each such failure known to such officer and the nature and status of such failure.

(b)If the Trust is not required to file periodic reports under the Exchange Act, or otherwise required by law to file the reports described in clause (a) above, such reports may be delivered on or before April 30 of each calendar year.  A copy of such reports may be obtained by any Noteholder by a request in writing to the Indenture Trustee.

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Section 9.05.Monthly Reports to Noteholders.  (a)  On or before two Business Days prior to each Distribution Date, the Servicer shall prepare and, concurrently with each distribution pursuant to Article Seven, deliver to the Indenture Trustee, in its capacity as Note Registrar and Paying Agent, to forward or otherwise make available via internet to each Noteholder [and the [Swap][Cap] Counterparty], a statement as of the related Distribution Date substantially in the form of Exhibit I hereto (the “Monthly Report”) setting forth at least the following information:

(i)the amount of Noteholders’ principal distribution;

(ii)the amount of Noteholders’ interest distribution;

(iii)the amount of fees payable out of the Trust, separately identifying the Monthly Servicing Fee and the Indenture Trustee Fee;

(iv)the amount of any Note Interest Carryover Shortfall on such Distribution Date and the change in such amount with respect to the immediately preceding Distribution Date;

(v)the Note Pool Factor for each Class of Notes as of such Distribution Date;

(vi)the amount of the distributions described in (i) or (ii) above payable pursuant to a claim on the Reserve Fund[, the Risk Retention Reserve Account] or from any other source not constituting Available Monies and the amount remaining in the Reserve Fund [and the Risk Retention Reserve Account] after giving effect to all deposits and withdrawals from the Reserve Fund [and the Risk Retention Reserve Account] on such Distribution Date;

(vii)LIBOR for the related Interest Period and the interest rate on each Class of Floating Rate Notes;

(viii)the remaining Outstanding Amount of each Class of Notes after giving effect to the distribution of principal to each Class of Notes to be made on such Distribution Date;

(ix)[the amount of any Net [Swap][Cap] Payments or Net Swap Receipts;]

(x)[the amount of any unpaid Senior [Swap][Cap] Termination Payment and Subordinated [Swap][Cap] Termination Payment;]

(xi)the number and aggregate Principal Balance of Contracts delinquent 30-59 days, 60-89 days, 90-119 days and 120 or more days, assuming 30-day months, computed as of the end of the related Due Period;

(xii)the number and aggregate Principal Balance of Contracts that became Liquidated Contracts during the related Due Period, the Net Liquidation Proceeds for such Due Period and the Net Liquidation Losses as of such Distribution Date;

(xiii)[Reserved];

(xiv)the number of Contracts and the aggregate Principal Balance of such Contracts, as of the first day of the related Due Period and as of the last day of the related Due Period (after giving effect to payments received during such Due Period);

(xv)the aggregate Principal Balance and number of Contracts that were reacquired by the Seller pursuant to the Transfer and Sale Agreement during the related Due

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Period, identifying the Purchase Price for such Contracts;

(xvi)the aggregate Principal Balance and number of Contracts that were purchased by the Servicer pursuant to this Agreement during the related Due Period, identifying the Purchase Price for such Contracts;

(xvii)the amount of Advances made by the Servicer in respect of the related Contracts and such Distribution Date and the amount, if any, of unreimbursed Advances in respect of prior Distribution Dates; and

(xviii)such other customary factual information as is available to the Servicer as the Servicer deems necessary and can reasonably obtain from its existing data base to enable the Noteholders and the Certificateholder[s] to prepare their tax returns.

(b)Within the prescribed period of time for tax reporting purposes after the end of each calendar year, the Servicer shall prepare and the Note Registrar shall mail to each Noteholder of record at any time during such year a report as to the aggregate amounts reported pursuant to subsections (a)(i), (ii), (iv) and (v) of this Section, attributable to such Noteholder.

(c)The Indenture Trustee shall send the Monthly Report to (i) the initial Clearing Agency under the Note Depository Agreement or any qualified successor appointed pursuant to Section 2.11 of the Indenture and (ii) each Securityholder or party to this Agreement.

Section 9.06.Regulation AB.

The parties hereto acknowledge that certain amendments to Regulation AB will be effective November 24, 2015 and that requirements of Regulation AB and interpretations thereof may further change over time, whether due to interpretive guidance provided by the Securities and Exchange Commission or its staff, consensus among participants in the asset backed securities markets, advice of counsel, or otherwise, and agree to comply with reasonable requests (which are practical from a timing perspective) made by the Trust Depositor or the Servicer in good faith for delivery of information under these provisions on the basis of evolving interpretations of Regulation AB.  In connection therewith, the Owner Trustee and the Indenture Trustee shall reasonably cooperate with the Servicer in connection with the satisfaction of the Trust Depositor’s and the Trust’s reporting requirements under the Exchange Act, subject to reimbursement of expenses in accordance with the Transaction Documents.

Section 9.07.Information to Be Provided by the Indenture Trustee.

(a)As soon as available but no later than March 15 of each calendar year for so long as the Issuer is required to report under the Exchange Act, commencing in [        ], the Indenture Trustee shall:

(i)deliver to the Servicer a report regarding the Indenture Trustee’s assessment of compliance with the Servicing Criteria during the immediately preceding calendar year, as required under paragraph (b) of Rule 13a-18, Rule 15d-18 of the Exchange Act and Item 1122 of Regulation AB. Such report shall be signed by an authorized officer of the Indenture Trustee, and shall address each of the Servicing Criteria specified in Exhibit E or such criteria as mutually agreed upon by the Servicer and the Indenture Trustee;

(ii)deliver to the Servicer a report of a registered public accounting firm that attests to, and reports on, the assessment of compliance made by the Indenture Trustee and delivered

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pursuant to the preceding paragraph. Such attestation shall be in accordance with Rules 1-02(a)(3) and 2-02(g) of Regulation S-X under the Securities Act and the Exchange Act; and

(iii)deliver to the Servicer and any other Person that will be responsible for signing the certification required by Rules 13a-14(d) and 15d-14(d) under the Exchange Act (pursuant to Section 302 of the Sarbanes-Oxley Act of 2002) (a “Sarbanes Certification”) on behalf of the Issuer or the Servicer a certification substantially in the form attached hereto as Exhibit F in such form as mutually agreed upon by the Servicer and the Indenture Trustee.

The Indenture Trustee acknowledges that the parties identified in clause (iii) above may rely on the certification provided by the Indenture Trustee pursuant to such clause in signing a Sarbanes Certification and filing such with the Securities and Exchange Commission.

Section 9.08.Exchange Act Reporting.

(a)Form 10-D Filings.  So long as the Issuer is required to report under the Exchange Act, no later than each Distribution Date, each of the Indenture Trustee[, the Underlying Trustee] and the Owner Trustee shall notify the Servicer of any Form 10-D Disclosure Item with respect to such Person (to the extent there is any Form 10-D Disclosure Item), together with a description of any such Form 10-D Disclosure Item in form and substance reasonably acceptable to the Servicer.

(b)Form 8-K Filings.  So long as the Issuer is required to report under the Exchange Act, each of the Indenture Trustee[, the Underlying Trustee] and the Owner Trustee shall promptly notify the Servicer, but in no event later than one (1) Business Day after its occurrence, of any Reportable Event of which such Person (or in the case of the Owner Trustee[, the Underlying Trustee] and the Indenture Trustee, a Responsible Officer of such Person) has actual knowledge.  Each Person shall have actual knowledge of any such event only to the extent that it relates to such Person or any action or failure to act by such Person.

(c)Form 10-K Filings.  So long as the Issuer is required to report under the Exchange Act, no later than March 15 of each year, commencing in [     ], the Indenture Trustee[, the Underlying Trustee] and the Owner Trustee shall notify the Servicer of any Form 10-K Disclosure Item known to any Responsible Officer thereof or relating to the Indenture Trustee[, the Underlying Trustee] or Owner Trustee, as applicable, together with a description of any such Form 10-K Disclosure Item in form and substance reasonably acceptable to the Servicer.

(d)Form ABS-15G Filings.  So long as any Note remains outstanding, no later than 30 days after the end of each calendar quarter, (1) the Indenture Trustee shall notify the Servicer of any Noteholder requests for a repurchase of contracts for breach of representation of warranty, as described in Section 7.08(a) herein, and (2) the Servicer shall notify the Trust Depositor of any notifications under subsection (1) of this paragraph and of any fulfilled and unfulfilled requests by the Indenture Trustee for the repurchase of contracts for breach of representation of warranty, as described in Section 7.08(a) herein.  Promptly upon reasonable request by the Seller or Trust Depositor, the Indenture Trustee shall facilitate compliance by the Seller or the Trust Depositor, as the case may be, with Rule 15Ga-1 under the Exchange Act and Items 1104(e) and 1121(c) of Regulation AB.  In no event shall the Indenture Trustee be deemed to be a “securitizer” as defined in Section 15G(a) of the Exchange Act with respect to the transactions contemplated by the Transaction Documents, nor shall it have any responsibility for making any filing to be made by a securitizer under the Exchange Act or Regulation AB with respect to the transactions contemplated by the Transaction Documents.

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ARTICLE TEN
TERMINATION

Section 10.01.Sale of Trust Assets.

(a)[Reserved].

(b)As described in Article Nine of the Trust Agreement, notice of any termination of the Trust shall be given by the Servicer to the Owner Trustee and the Indenture Trustee as soon as practicable after the Servicer has received notice thereof.

(c)Following the satisfaction and discharge of the Indenture and the payment in full of the principal of and interest on the Notes, the Certificateholder[s] will succeed to the rights of the Noteholders hereunder and the Owner Trustee will succeed to the rights of[, and assume the obligations of], the Indenture Trustee pursuant to this Agreement.

ARTICLE ELEVEN

MISCELLANEOUS

Section 11.01.Amendment.

(a)This Agreement may be amended by the Trust Depositor, the Servicer, the Indenture Trustee and the Owner Trustee on behalf of the Issuer, collectively, without the consent of any Securityholders [or [Swap][Cap] Counterparty], (i) to cure any ambiguity, to correct or supplement any provisions in this Agreement which are inconsistent with the provisions herein or in the Prospectus, or to add any other provisions with respect to matters or questions arising under this Agreement that shall not be inconsistent with the provisions of this Agreement or the Prospectus, and (ii) to add or provide any credit enhancement for any Class of Notes; provided, however that any such action described in clause (i) above shall not, as evidenced by an Opinion of Counsel, adversely affect in any material respect the interests of any Securityholder [or [Swap][Cap] Counterparty] that has not consented to such action.

(b)This Agreement may also be amended from time to time by the Trust Depositor, the Servicer, the Indenture Trustee and the Owner Trustee on behalf of the Issuer, with the consent of the Required Holders [and, to the extent the [Swap][Cap] Counterparty is materially and adversely affected thereby, the [Swap][Cap] Counterparty (which consent shall not be unreasonably withheld or delayed)], for the purpose of adding any provisions to or changing in any manner or eliminating any of the provisions of this Agreement or of modifying in any manner the rights of the Noteholders[, the [Swap][Cap] Counterparty] or the Certificateholder[s]; provided, however, that no such amendment shall, without the consent of the Holders of all Notes of the relevant Classes then outstanding, (i)(A) reduce in any manner the amount of, or accelerate or delay the timing of, collections of payments on any Contracts or distributions that shall be required to be made on any Note, or (B) change any Interest Rate, (ii) adversely affect the priority of payment of principal or interest to the Noteholders of any Class, or (iii) reduce the aforesaid percentage of the Outstanding Amount of the Notes, the Holders of which are required to consent to any such amendment, or any waiver pursuant to this Agreement.

(c)Prior to the execution of any amendment or consent pursuant to this Section 11.01, the Issuer shall furnish written notification of the substance of such amendment or consent, together with a copy thereof, to each Rating Agency [and the [Swap][Cap] Counterparty].

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(d)Promptly after the execution of any such amendment or consent, the Indenture Trustee shall furnish written notification of the substance of such amendment or consent to each Noteholder [and the [Swap][Cap] Counterparty].  It shall not be necessary for the consent of Noteholders or Certificateholder[s] pursuant to Section 11.01(b) to approve the particular form of any proposed amendment or consent, but it shall be sufficient if such consent shall approve the substance thereof.  The manner of obtaining such consents and of evidencing the authorization by Noteholders or Certificateholder[s] [and, if applicable, the [Swap][Cap] Counterparty] of the execution thereof shall be subject to such reasonable requirements as the Indenture Trustee may prescribe.

(e)Prior to the execution of any amendment to this Agreement, the Owner Trustee and the Indenture Trustee shall be entitled to receive and rely upon an Opinion of Counsel stating that the execution of such amendment is authorized or permitted by this Agreement.  The Owner Trustee and the Indenture Trustee may, but shall not be obligated to, enter into any such amendment which affects the Owner Trustee’s or the Indenture Trustee’s own rights, duties or immunities under this Agreement or otherwise.

Section 11.02.Protection of Title to Trust.

(a)The Servicer shall file such financing statements and cause to be filed such continuation statements, all in such manner and in such places as may be required by law fully to preserve, maintain and protect the interests of the Issuer, the Securityholders[, the [Swap][Cap] Counterparty] and the Indenture Trustee in the Contracts and in the proceeds thereof.  The Servicer shall deliver (or cause to be delivered) to the Owner Trustee and the Indenture Trustee file-stamped copies of, or filing receipts for, any document filed as provided above, as soon as available following such filing.  The Trust Depositor authorizes the Trust to file financing statements describing the Trust Corpus as collateral.

(b)Neither the Seller, the Trust Depositor nor the Servicer shall change its name, identity or corporate structure in any manner that would, could or might make any financing statement or continuation statement filed in accordance with Section 4.02 seriously misleading within the meaning of § 9-507 of the UCC, unless it shall have given the Issuer, the Owner Trustee and the Indenture Trustee at least 30 days’ prior written notice thereof and shall have promptly filed appropriate amendments to all previously filed financing statements.

(c)The Seller and the Trust Depositor shall give the Issuer, the Owner Trustee and the Indenture Trustee at least 30 days’ prior written notice of any change in its state of incorporation.  The Servicer shall at all times maintain each office from which it shall service Contracts, and its principal executive office, within the United States.

(d)The Servicer shall maintain or cause to be maintained accounts and records as to each Contract accurately and in sufficient detail to permit (i) the reader thereof to know at any time the status of such Contract, including payments and recoveries made and payments owing (and the nature of each) and (ii) reconciliation between payments or recoveries on (or with respect to) each Contract and the amounts from time to time deposited in or credited to the Collection Account in respect of each Contract.

(e)The Servicer shall maintain or cause to be maintained its computer systems so that, from and after the time of transfer under this Agreement of the Contracts, the Servicer’s master computer records (including any backup archives) that shall refer to a Contract indicate clearly the interest of the Issuer and the Indenture Trustee in such Contract and that such Contract is owned by the Issuer and has been pledged to the Indenture Trustee.  Indication of the Issuer’s ownership of and the Indenture Trustee’s interest in a Contract shall be deleted from or modified on the Servicer’s computer systems

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when, and only when, the related Contract shall have been paid in full or reacquired or, in the case of the Indenture Trustee’s interest, when the Indenture shall have been discharged.

(f)If at any time the Trust Depositor or the Servicer shall propose to sell, grant a security interest in, or otherwise transfer any interest in promissory notes and security agreements or retail installment sale contracts to any prospective purchaser, lender or other transferee, the Servicer shall give or cause to be given to such prospective purchaser, lender or other transferee computer tapes, records or print-outs (including any restored from back-up archives) that, if they shall refer in any manner whatsoever to any Contract, shall indicate clearly that such Contract has been transferred and is owned by the Issuer and has been pledged to the Indenture Trustee.

(g)The Servicer shall permit the Owner Trustee and its agents, at any time during normal business hours, to inspect, audit and make copies of and abstracts from the Servicer’s records regarding any Contract.

(h)Upon request, the Servicer shall furnish to the Owner Trustee and the Indenture Trustee, within five Business Days, a list of all Contracts then held as part of the Trust Estate, together with a reconciliation of such list to the List of Contracts and to the most recent Monthly Report furnished before such request indicating any removal of Contracts from the Trust Corpus.

(i)The Servicer shall deliver to the Owner Trustee, the Indenture Trustee and each Rating Agency, promptly after the execution and delivery of this Agreement and of each amendment hereto, an Opinion of Counsel either (A) stating that, in the opinion of such counsel, all financing statements and continuation statements have been executed and filed that are necessary fully to preserve and protect the interest of the Owner Trustee and the Indenture Trustee and reciting the details of such filings or referring to prior Opinions of Counsel in which such details are given, or (B) stating that, in the opinion of such counsel, no such action shall be necessary to preserve and protect such interest.

Section 11.03.Governing Law.  This Agreement shall be construed in accordance with the laws of the State of Illinois and the obligations, rights, and remedies of the parties under the Agreement shall be determined in accordance with such laws.

Section 11.04.Notices.  All notices, demands, certificates, requests and communications hereunder (“notices”) shall be in writing and shall be effective (a) upon receipt when sent through the U.S. mail, registered or certified mail, return receipt requested, postage prepaid, with such receipt to be effective the date of delivery indicated on the return receipt, or (b) upon receipt when sent through an overnight courier, or (c) on the date personally delivered to an Authorized Officer of the party to which sent, or (d) on the date transmitted by legible telecopier or electronic mail transmission with a confirmation of receipt, in all cases addressed to the recipient as follows:

(i)If to the Servicer or Seller:

Harley-Davidson Credit Corp.
222 West Adams Street, Suite 2000
Chicago, Illinois 60606
Attention:  James Darrell Thomas, Treasurer
Telecopier No.: (312) 368-4372

(ii)If to the Trust Depositor:

Harley-Davidson Customer Funding Corp.

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3850 Arrowhead Drive
Carson City, Nevada 89706
Attention:  James Darrell Thomas, Treasurer
Telecopier No.: (775) 886-3490

with a copy to:

Harley-Davidson Credit Corp.
222 West Adams Street, Suite 2000
Chicago, Illinois 60606
Attention:  James Darrell Thomas, Treasurer
Telecopier No.: (312) 368-4372

(iii)If to the Indenture Trustee:

[                                        ]

[                                        ]

Attention:  [                            ]

Telecopier No.:  [                            ]

(iv)If to the Owner Trustee:

[                                        ]

[                                        ]

Attention: [                            ]

Telecopier No.: [                            ]

[(v)If to the Underlying Trustee:

[                                        ]

[                                        ]

Attention: [                            ]

Telecopier No.: [                            ]

[(v)]If to [insert rating agency]:

[                                        ]

[                                        ]

Attention: [                            ]

Telecopier No.: [                            ]

Email: [                            ]

[(vi)]If to [insert rating agency]:

[                                        ]

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[                                        ]

Attention: [                            ]

Telecopier No.: [                            ]

Email: [                            ]

[(vii)]If to Asset Representation Reviewer:

[                                        ]

[                                        ]

Attention: [                            ]

Telecopier No.: [                            ]

Email: [                            ]

[(viii)]If to the Underwriters:

At the address set forth in the Underwriting Agreement

[(ix)If to the [Swap][Cap] Counterparty:

At the address set forth in the Interest Rate [Swap][Cap] Agreement]

Each party hereto may, by notice given in accordance herewith to each of the other parties hereto, designate any further or different address to which subsequent notices shall be sent.

Section 11.05.Severability of Provisions.  If one or more of the covenants, agreements, provisions or terms of this Agreement shall be for any reason whatsoever held invalid, then such covenants, agreements, provisions or terms shall be deemed severable from the remaining covenants, agreements, provisions or terms of this Agreement and shall in no way affect the validity or enforceability of the other provisions of this Agreement or of the Notes or the rights of the Holders thereof.

Section 11.06.Assignment.  Notwithstanding anything to the contrary contained herein, but except as provided in Sections 6.03, 8.03, 8.11, and 8.12, this Agreement may not be assigned by the Trust Depositor or the Servicer without the prior written consent of Noteholders aggregating not less than 66-2/3% of each Class.

Section 11.07.Third Party Beneficiaries.  [The [Swap][Cap] Counterparty shall be a third-party beneficiary to the provisions of this Agreement to the extent of any rights specified in this Agreement.]  Except as otherwise specifically provided herein, no [other] third party shall be deemed a third party beneficiary of this Agreement.  Without limiting the generality of the foregoing, the Obligors are not third party beneficiaries of this Agreement.

Section 11.08.Counterparts.  This Agreement may be executed in several counterparts, each of which shall be an original and all of which shall together constitute but one and the same instrument.

Section 11.09.Headings.  The headings of the various Articles and Sections herein are for convenience of reference only and shall not define or limit any of the terms or provisions hereof.

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Section 11.10.No Bankruptcy Petition; Disclaimer and Subordination.  (a) Each of the Seller, the Indenture Trustee, the Servicer and each Holder (by acceptance of the applicable Securities) covenants and agrees that, prior to the date that is one year and one day after the payment in full of all amounts owing in respect of all outstanding Securities, it will not institute against the Trust Depositor, or the Trust, or join any other Person in instituting against the Trust Depositor or the Trust, any bankruptcy, reorganization, arrangement, insolvency or liquidation proceedings or other similar proceedings under the laws of the United States or any state of the United States.  This Section 11.10 will survive the termination of this Agreement.

(b)The Trust acknowledges and agrees that each Certificate represents a beneficial interest in the Trust and Trust Corpus only and the Securities do not represent an interest in any assets of the Trust Depositor (including by virtue of any deficiency claim in respect of obligations not paid or otherwise satisfied from the Trust Corpus and proceeds thereof).  In furtherance of and not in derogation of the foregoing, to the extent that the Trust Depositor enters into other securitization transactions, the Trust acknowledges and agrees that it shall have no right, title or interest in or to any assets (or interests therein), other than the Contracts and other assets included in the Trust Estate, conveyed or purported to be conveyed (whether by way of a sale, capital contribution or by the granting of a Lien) by the Trust Depositor to any Person other than the Trust (the “Other Assets”).

To the extent that notwithstanding the agreements contained in this Section, the Trust or any Securityholder, either (i) asserts an interest in or claim to, or benefit from any Other Assets, whether asserted against or through the Trust Depositor or any other Person owned by the Trust Depositor, or (ii) is deemed to have any interest, claim or benefit in or from any Other Assets, whether by operation of law, legal process, pursuant to applicable provisions of insolvency laws or otherwise (including without limitation pursuant to Section 1111(b) of the federal Bankruptcy Code, as amended) and whether deemed asserted against or through the Trust Depositor or any other Person owned by the Trust Depositor, then the Trust and each Securityholder by accepting a Note or Certificate further acknowledges and agrees that any such interest, claim or benefit in or from the Other Assets is and shall be expressly subordinated to the indefeasible payment in full of all obligations and liabilities of the Trust Depositor which, under the terms of the documents relating to the securitization of the Other Assets, are entitled to be paid from, entitled to the benefits of, or otherwise secured by such Other Assets (whether or not any such entitlement or security interest is legally perfected or otherwise entitled to a priority of distribution under applicable law, including insolvency laws, and whether asserted against the Trust Depositor or any other Person owned by the Trust Depositor) including, without limitation, the payment of post-petition interest on such other obligations and liabilities.  This subordination agreement shall be deemed a subordination agreement within the meaning of Section 510(a) of the Bankruptcy Code.  Each Securityholder is deemed to have acknowledged and agreed that no adequate remedy at law exists for a breach of this Section 11.10 and that the terms and provisions of this Section 11.10 may be enforced by an action for specific performance.

(c)The provisions of this Section 11.10 shall be for the third party benefit of those expressly entitled to rely thereon and shall survive the termination of this Agreement.

Section 11.11.Limitation of Liability of Owner Trustee and Indenture Trustee.

(a)Notwithstanding anything contained herein to the contrary, this Agreement has been executed by [                        ], not in its individual capacity but solely in its capacity as Owner Trustee of the Issuer, and in no event shall [                        ] in its individual capacity or any beneficial owner of the Issuer have any liability for the representations, warranties, covenants, agreements or other obligations of the Issuer hereunder, as to all of which recourse shall be had solely to the assets of the Issuer.  For all purposes of this Agreement, in the performance of any duties or obligations of the Issuer hereunder, the

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Owner Trustee shall be subject to, and entitled to the benefits of, the terms and provisions of Articles Six, Seven and Eight of the Trust Agreement.

(b)Notwithstanding anything contained herein to the contrary, this Agreement has been executed by [                    ], not in its individual capacity but solely as Indenture Trustee, and in no event shall [                    ] have any liability for the representations, warranties, covenants, agreements or other obligations of the Issuer hereunder or in any of the certificates, notices or agreements delivered pursuant hereto, as to all of which recourse shall be had solely to the assets of the Issuer.

[(c)Notwithstanding anything contained herein to the contrary, this Agreement has been executed by [                    ], not in its individual capacity but solely as Underlying Trustee, and in no event shall [                    ] have any liability for the representations, warranties, covenants, agreements or other obligations of the Issuer hereunder or in any of the certificates, notices or agreements delivered pursuant hereto, as to all of which recourse shall be had solely to the assets of the Issuer.

[signature page follows]

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IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be duly executed by their respective officers as of the day and year first above written.

HARLEY-DAVIDSON MOTORCYCLE TRUST [               ]
	By:	[                                          ], not in its individual capacity but solely as Owner Trustee on behalf of the Trust
	By:
		Printed Name:
		Title:
HARLEY-DAVIDSON CUSTOMER FUNDING CORP., as Trust Depositor
	By:
		Printed Name:
		Title:
HARLEY-DAVIDSON CREDIT CORP., as Servicer
	By:
		Printed Name:
		Title:
[HARLEY-DAVIDSONMOTORCYCLEGRANTORTRUST[    ]
	By:	[                                          ], not in its individual capacity but solely as Underlying Trustee on behalf of the Underlying Trust
	By:
		Printed Name:
		Title:	]
[                                                                                ], not in its individual capacity but solely as Indenture Trustee
	By:
		Printed Name:
		Title:

Signature Page to Sale & Servicing Agreement

Exhibit A

[Form of Assignment]

In accordance with the Sale and Servicing Agreement (the “Sale and Servicing Agreement”) dated as of [                 ] made by and between the undersigned, as Trust Depositor  (“Trust Depositor”), Harley-Davidson Credit Corp., as Servicer (“HDCC”), [               ], as Indenture Trustee[,Harley-Davidson Motorcycle Grantor Trust [          ] (the “Underlying Trust”),] and Harley-Davidson Motorcycle Trust [          ] (the “Trust”), as assignee thereunder, the undersigned does hereby sell, transfer, convey and assign, set over and otherwise convey to the Trust (i) all right, title and interest of the Trust Depositor in and to the Contracts listed on the List of Contracts delivered on the Closing Date (including, without limitation, all security interests created thereunder), (ii) all rights of the Trust Depositor to payments which are collected pursuant to the Contracts after the Cutoff Date, including any liquidation proceeds therefrom, (iii) all rights of the Trust Depositor under any theft, physical damage, credit life, disability or other individual insurance policy (and rights under a “forced placed” policy, if any), any debt insurance policy or any debt cancellation agreement relating to any such Contract, an Obligor or a Motorcycle securing such Contract, (iv) all security interests in each such Motorcycle, (v) all documents contained in the related Contract Files, (vi) all rights (but not the obligations) of the Trust Depositor under any related motorcycle dealer agreements between dealers (i.e., the originators of certain Contracts) and HDCC, (vii) all rights of the Trust Depositor in the Lockbox, the Lockbox Account and related Lockbox Agreement to the extent they relate to such Contracts (but excluding payments received on or before the Cutoff Date), (viii) all rights (but not the obligations) of the Trust Depositor under the Transfer and Sale Agreement, including but not limited to the Trust Depositor’s rights under Article V thereof, (ix) the remittances, deposits and payments made into the Trust Accounts from time to time and amounts in the Trust Accounts from time to time (and any investments of such amounts), (x) all rights of the Trust Depositor to certain rebates of premiums and other amounts relating to insurance policies, debt cancellation agreements, extended service contracts or other repair agreements and other items financed under such Contracts, and (xi) all proceeds and products of the foregoing.

This Assignment is made pursuant to and in reliance upon the representation and warranties on the part of the undersigned contained in Article Three of the Sale and Servicing Agreement and no others.

Capitalized terms used herein but not otherwise defined shall have the meanings assigned to such terms in the Sale and Servicing Agreement.

IN WITNESS WHEREOF, the undersigned has caused this Assignment to be duly executed this       day of              .

HARLEY-DAVIDSON CUSTOMER FUNDING CORP.

By:

Printed Name:

Title:

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Exhibit B

[Form of Closing Certificate of Trust Depositor]

Harley-Davidson Customer Funding Corp.

Officer’s Certificate

The undersigned certifies that [s]he is [           ] of Harley-Davidson Customer Funding Corp., a Nevada corporation (the “Trust Depositor”), and that as such is duly authorized to execute and deliver this certificate on behalf of the Trust Depositor in connection with the Sale and Servicing Agreement (the “Agreement”) dated as of [                       ] (the “Effective Date”) by and among the Trust Depositor, [                      ] (the “Indenture Trustee”), as Indenture Trustee,  Harley-Davidson Credit Corp. (“Harley-Davidson Credit”), as Servicer, and Harley-Davidson Motorcycle Trust [            ] (“Issuer”) (all capitalized terms used herein without definition have the respective meanings set forth in the Agreement), and further certifies as follows:

(1)           Attached hereto as Exhibit I is a true and correct copy of the Articles of Incorporation of the Trust Depositor, together with all amendments thereto as in effect on the date hereof.

(2)           There has been no other amendment or other document filed affecting the Articles of Incorporation of the Trust Depositor since May 12, 2000, and no such amendment has been authorized by the Board of Directors or shareholders of the Trust Depositor.

(3)           Attached hereto as Exhibit II is a Certificate of the Secretary of State of the State of Nevada dated as of a recent date stating that the Trust Depositor is duly incorporated under the laws of the State of Nevada and is in good standing.

(4)           Attached hereto as Exhibit III is a true and correct copy of the By-laws of the Trust Depositor, which are in full force and effect on the date hereof.

(5)           Attached hereto as Exhibit IV is a true and correct copy of resolutions adopted pursuant to the unanimous written consent of the Board of Directors of the Trust Depositor relating to the execution, delivery and performance of the Agreement, the Transfer and Sale Agreement, the Trust Agreement, the Administration Agreement, [the Underlying Trust Agreement] and the Underwriting Agreement (collectively, the “Program Agreements”).  Said resolutions have not been amended, modified, annulled or revoked, and are on the date hereof in full force and effect and are the only resolutions relating to these matters which have been adopted by the Board of Directors.

(6)           No event with respect to the Trust Depositor has occurred and is continuing which would constitute an Event of Termination or an event that, with notice or the passage of time or both, would become an Event of Termination under the Agreement.  To the best of my knowledge after reasonable investigation, there has been no material adverse change in the condition, financial or otherwise, or the earnings, business affairs or business prospects of the Trust Depositor, whether or not arising in the ordinary course of business since the respective dates as of which information is given in the Preliminary Prospectus (as defined in the Underwriting Agreement) or the Prospectus and except as set forth therein.

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(7)           All federal, state and local taxes of the Trust Depositor due and owing as of the date hereof have been paid.

(8)           All representations and warranties of the Trust Depositor contained in the Program Agreements or any other related documents, or in any document, certificate or financial or other statement delivered in connection therewith are true and correct as of the date hereof.

(9)           There is no action, investigation or proceeding pending or, to my knowledge, threatened against the Trust Depositor before any court, administrative agency or other tribunal (a) asserting the invalidity of the Program Agreements; (b) seeking to prevent the consummation of any of the transactions contemplated by the Program Agreements; or (c) which is likely materially and adversely to affect the Trust Depositor’s performance of its obligations under, or the validity or enforceability of, the Program Agreements.

(10)         No consent, approval, authorization or order of, and no notice to or filing with, any governmental agency or body or state or federal court is required to be obtained by the Trust Depositor for the Trust Depositor’s consummation of the transactions contemplated by the Program Agreements, except such as have been obtained or made and such as may be required under the blue sky laws of any jurisdiction in connection with the issuance of the Certificate[s].

(11)         The Trust Depositor is not a party to any agreements or instruments evidencing or governing indebtedness for money borrowed or by which the Trust Depositor or its property is bound (other than the Program Agreements).  Neither Harley-Davidson Credit’s transfer and assignment of the Contract Assets to the Trust Depositor, the Trust Depositor’s concurrent transfer and assignment of the Trust Corpus to the [Underlying] Trust, nor the concurrent pledge of the Collateral by the Trust to the Indenture Trustee nor the issuance and sale of the Notes, nor the execution and delivery of the Program Agreements, nor the consummation of any other of the transactions contemplated therein, will violate or conflict with any agreement or instrument to which the Trust Depositor is a party or by which it is otherwise bound.

(12)         In connection with the transfer of Contracts and related collateral contemplated in the Agreement, (a) the Trust Depositor has not made such transfer with actual intent to hinder, delay or defraud any creditor of the Trust Depositor, and (b) the Trust Depositor has not received less than a reasonably equivalent value in exchange for such transfer, is not on the date thereof insolvent (nor will become insolvent as a result thereof), is not engaged (or about to engage) in a business or transaction for which it has unreasonably small capital, and does not intend to incur or believe it will incur debts beyond its ability to pay when matured.

(13)         Each of the agreements and conditions of the Trust Depositor to be performed on or before the Closing Date pursuant to the Program Agreements have been performed in all material respects.

*    *    *    *

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In Witness Whereof, I have affixed my signature hereto this     day of              .

By:
	Printed Name:
	Title:

Exhibit C

[Form of Closing Certificate of Servicer/Seller]

HARLEY-DAVIDSON CREDIT CORP.

Officer’s Certificate

The undersigned certifies that [s]he is [             ] of Harley-Davidson Credit Corp. (“Harley-Davidson Credit”), and that as such is duly authorized to execute and deliver this certificate on behalf of Harley-Davidson Credit, as Servicer, in connection with the Sale and Servicing Agreement (the “Sale and Servicing Agreement”) dated as of [                          ] (the “Effective Date”) by and among Harley-Davidson Credit, as Servicer, Harley-Davidson Customer Funding Corp. (“CFC”), [                   ], as Indenture Trustee and Harley-Davidson Motorcycle Trust [           ] (“Issuer”), and as Seller in connection with the Transfer and Sale Agreement dated as of the Effective Date (the “Transfer and Sale Agreement”) by and between Harley-Davidson Credit and CFC (all capitalized terms used herein without definition having the respective meanings set forth in the Sale and Servicing Agreement), and further certifies as follows:

(1)           Attached hereto as Exhibit I is a true and correct copy of the Articles of Incorporation of Harley-Davidson Credit, together with all amendments thereto as in effect on the date hereof.

(2)           There has been no other amendment or other document filed affecting the Articles of Incorporation of Harley-Davidson Credit since August 9, 1999, and no such amendment has been authorized by the Board of Directors or shareholders of Harley-Davidson Credit.

(3)           Attached hereto as Exhibit II is a Certificate of the Secretary of State of the State of Nevada dated as of a recent date, stating that Harley-Davidson Credit is duly incorporated under the laws of the State of Nevada and is in good standing.

(4)           Attached hereto as Exhibit III is a true and correct copy of the By-laws of Harley-Davidson Credit which were in full force and effect as of August 9, 1999 and at all times subsequent thereto.

(5)           Attached hereto as Exhibit IV is a true and correct copy of resolutions adopted pursuant to a unanimous written consent of the Board of Directors of Harley-Davidson Credit and relating to the authorization, execution, delivery and performance of the Transfer and Sale Agreement, the Sale and Servicing Agreement, the Underwriting Agreement and the Administration Agreement.  Said resolutions have not been amended, modified, annulled or revoked, and are on the date hereof in full force and effect and are the only resolutions relating to these matters which have been adopted by the Board of Directors.

(6)           No event with respect to Harley-Davidson Credit has occurred and is continuing which would constitute an Event of Termination or an event that, with notice or the passage of time, would constitute an Event of Termination under the Sale and Servicing Agreement.  To the best of my knowledge after reasonable investigation, there has been no material adverse change in the condition, financial or otherwise, or the earnings, business affairs or business prospects of Harley-Davidson Credit, whether or not arising in the ordinary course of business, since the

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respective dates as of which information is given in the Preliminary Prospectus (as defined in the Underwriting Agreement) or the Prospectus and except as set forth therein.

(7)           All federal, state and local taxes of Harley-Davidson Credit due and owing as of the date hereof have been paid.

(8)           All representations and warranties of Harley-Davidson Credit contained in the Transfer and Sale Agreement, the Sale and Servicing Agreement, the Underwriting Agreement and the Administration Agreement (collectively, the “Program Agreements”) or in any document, certificate or financial or other statement delivered in connection therewith are true and correct as of the date hereof.

(9)           There is no action, investigation or proceeding pending or, to my knowledge, threatened against Harley-Davidson Credit before any court, administrative agency or other tribunal (a) asserting the invalidity of any Program Agreement to which Harley-Davidson Credit is a party; or (b) which is likely materially and adversely to affect Harley-Davidson Credit’s performance of its obligations under, or the validity or enforceability of, the Program Agreements.

(10)         No consent, approval, authorization or order of, and no notice to or filing with, any governmental agency or body or state or federal court is required to be obtained by Harley-Davidson Credit for Harley-Davidson Credit’s consummation of the transactions contemplated by the Program Agreements, except such as have been obtained or made and such as may be required under the blue sky laws of any jurisdiction in connection with the issuance and sale of the Notes or the issuance of the Certificate[s].

(11)         Neither Harley-Davidson Credit’s transfer and assignment of the Contract Assets to CFC, CFC’s concurrent transfer and assignment of the Trust Corpus to the Trust, nor the concurrent pledge by the Trust of the Collateral to the [Indenture Trustee][Underlying Trustee], nor the issuance and sale of the Notes, the issuance of the Certificate[s] or the entering into of the Program Agreements, nor the consummation of any other of the transactions contemplated therein, will violate or conflict with any agreement or instrument to which Harley-Davidson Credit is a party or by which it is otherwise bound.

(12)         In connection with the transfers of Contracts and related assets contemplated in the Transfer and Sale Agreement, (a) Harley-Davidson Credit has not made such transfer with actual intent to hinder, delay or defraud any creditor of Harley-Davidson Credit, and (b) Harley-Davidson Credit has not received less than a reasonably equivalent value in exchange for such transfer, is not on the date hereof insolvent (nor will Harley-Davidson Credit become insolvent as a result thereof), is not engaged (or about to engage) in a business or transaction for which it has unreasonably small capital, and does not intend to incur or believe it will incur debts beyond its ability to pay when matured.

(13)         The sole shareholder of Harley-Davidson Credit is Harley-Davidson Financial Services, Inc., a Delaware corporation, which has its chief executive office and only office in Chicago, Illinois, and has no other offices in any other state.

(14)         Each of the agreements and conditions of Harley-Davidson Credit to be performed or satisfied on or before the Closing Date under the Program Agreements has been performed or satisfied in all material respects.

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(15)         Each Contract being transferred pursuant to the Transfer and Sale Agreement is evidenced by a written agreement providing for a repayment obligation as well as a security interest in the related Motorcycle securing such obligation.

(16)         Harley-Davidson Credit has not authorized the filing of any UCC financing statements listing the Contract Assets as collateral other than financing statements relating to the transactions contemplated in the Transfer and Sale Agreement.

*   *   *   *   *   *

In Witness Whereof, I have affixed my signature hereto this     day of [     ], 20[  ]

By:

Printed Name:

Title:

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Exhibit D

[Form of Servicing Officer Certification as to Monthly Report]

HARLEY-DAVIDSON CREDIT CORP.

CERTIFICATE OF SERVICING OFFICER

The undersigned certifies that [s]he is the [            ] of Harley-Davidson Credit Corp., a Nevada corporation, (the “Servicer”), and  that as such he is duly authorized to execute and deliver this certificate on behalf of the Servicer pursuant to Section 9.02 of the Sale and Servicing Agreement (the “Agreement”) dated as of [          ] by and among Harley-Davidson Customer Funding Corp., as Trust Depositor, the Servicer and [          ], as Trustee of Harley-Davidson Motorcycle Trust [          ] (all capitalized terms used herein without definition having the respective meanings specified in the Agreement), and further certifies that:

1.  The Monthly Report for the period from [        ], 20[  ] to [        ], 20[  ] attached to this certificate is complete and accurate in accordance with the requirements of Sections 9.01 and 9.02 of the Agreement; and

2.  As of the date hereof, no Event of Termination event that with notice or lapse of time or both would become an Event of Termination has occurred.

IN WITNESS WHEREOF, I have affixed hereunto my signature this [  ] day of [    ], 20[  ].

HARLEY-DAVIDSON CREDIT CORP.

By:

Name:

Title:

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Exhibit E

SERVICING CRITERIA TO BE ADDRESSED IN

INDENTURE TRUSTEE’S ASSESSMENT OF COMPLIANCE

The assessment of compliance to be delivered by the Indenture Trustee shall address, at a minimum, the criteria identified as below as “Applicable Servicing Criteria” (1):

	Servicing Criteria	Applicable Servicing
Reference	Criteria	Criteria
	General Servicing Considerations
1122(d)(1)(i)	Policies and procedures are instituted to monitor any performance or other triggers and events of default in accordance with the transaction agreements.
1122(d)(1)(ii)	If any material servicing activities are outsourced to third parties, policies and procedures are instituted to monitor the third party’s performance and compliance with such servicing activities.
1122(d)(1)(iii)	Any requirements in the transaction agreements to maintain a back-up servicer for the pool assets are maintained.
1122(d)(1)(iv)	A fidelity bond and errors and omissions policy is in effect on the party participating in the servicing function throughout the reporting period in the amount of coverage required by and otherwise in accordance with the terms of the transaction agreements.
1122(d)(1)(v)	Aggregation of information, as applicable, is mathematically accurate and the information conveyed accurately reflects the information.
	Cash Collection and Administration
1122(d)(2)(i)	Payments on pool assets are deposited into the appropriate custodial bank accounts and related bank clearing accounts no more than two business days following receipt, or such other number of days specified in the transaction agreements.	ü(2)
1122(d)(2)(ii)	Disbursements made via wire transfer on behalf of an obligor or to an investor are made only by authorized personnel.	ü
1122(d)(2)(iii)	Advances of funds or guarantees regarding collections, cash flows or distributions, and any interest or other fees charged for such advances, are made, reviewed and approved as specified in the transaction agreements.
1122(d)(2)(iv)	The related accounts for the transaction, such as cash reserve accounts or accounts established as a form of overcollateralization, are separately maintained (e.g., with respect to commingling of cash) as set forth in the transaction agreements.	ü

(1)Each Assessment of compliance delivered by the Indenture Trustee shall be made only toward such portion(s) of servicing criteria applicable to the Indenture Trustee and not such other portion(s) applicable to other persons.

(2)Solely with regard to deposits made by the Indenture Trustee.

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	Servicing Criteria	Applicable Servicing
Reference	Criteria	Criteria
1122(d)(2)(v)	Each custodial account is maintained at a federally insured depository institution as set forth in the transaction agreements. For purposes of this criterion, “federally insured depository institution” with respect to a foreign financial institution means a foreign financial institution that meets the requirements of Rule 13k-1(b)(1) of the Securities Exchange Act.	ü(3)
1122(d)(2)(vi)	Unissued checks are safeguarded so as to prevent unauthorized access.
1122(d)(2)(vii)	Reconciliations are prepared on a monthly basis for all asset-backed securities related bank accounts, including custodial accounts and related bank clearing accounts. These reconciliations (A) are mathematically accurate; (B) are prepared within 30 calendar days after the bank statement cutoff date, or such other number of days specified in the transaction agreements; (C) are reviewed and approved by someone other than the person who prepared the reconciliation; and (D) contain explanations for reconciling items. These reconciling items are resolved within 90 calendar days of their original identification, or such other number of days specified in the transaction agreements.
	Investor Remittances and Reporting
1122(d)(3)(i)	Reports to investors, including those to be filed with the Commission, are maintained in accordance with the transaction agreements and applicable Commission requirements. Specifically, such reports (A) are prepared in accordance with timeframes and other terms set forth in the transaction agreements; (B) provide information calculated in accordance with the terms specified in the transaction agreements; (C) are filed with the Commission as required by its rules and regulations; and (D) agree with investors’ or the trustee’s records as to the total unpaid principal balance and number of pool assets serviced by the Servicer.
1122(d)(3)(ii)	Amounts due to investors are allocated and remitted in accordance with timeframes, distribution priority and other terms set forth in the transaction agreements.	ü
1122(d)(3)(iii)	Disbursements made to an investor are posted within two business days to the Servicer’s investor records, or such other number of days specified in the transaction agreements.
1122(d)(3)(iv)	Amounts remitted to investors per the investor reports agree with cancelled checks, or other form of payment, or custodial bank statements.	ü

(3)Assessment to be given by Indenture Trustee shall be only with respect to Trust Accounts maintained by the Indenture Trustee under the Sale and Servicing Agreement

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	Servicing Criteria	Applicable Servicing
Reference	Criteria	Criteria
	Pool Asset Administration
1122(d)(4)(i)	Collateral or security on pool assets is maintained as required by the transaction agreements or related asset pool documents.
1122(d)(4)(ii)	Pool assets and related documents are safeguarded as required by the transaction agreements
1122(d)(4)(iii)	Any additions, removals or substitutions to the asset pool are made, reviewed and approved in accordance with any conditions or requirements in the transaction agreements.
1122(d)(4)(iv)	Payments on pool assets, including any payoffs, made in accordance with the related pool asset documents are posted to the Servicer’s obligor records maintained no more than two business days after receipt, or such other number of days specified in the transaction agreements, and allocated to principal, interest or other items (e.g., escrow) in accordance with the related asset pool documents.
1122(d)(4)(v)	The Servicer’s records regarding the accounts and the accounts agree with the Servicer’s records with respect to an obligor’s unpaid principal balance.
1122(d)(4)(vi)	Changes with respect to the terms or status of an obligor’s account (e.g., loan modifications or re-agings) are made, reviewed and approved by authorized personnel in accordance with the transaction agreements and related pool asset documents.
1122(d)(4)(vii)	Loss mitigation or recovery actions (e.g., forbearance plans, modifications and deeds in lieu of foreclosure, foreclosures and repossessions, as applicable) are initiated, conducted and concluded in accordance with the timeframes or other requirements established by the transaction agreements.
1122(d)(4)(viii)	Records documenting collection efforts are maintained during the period a pool asset is delinquent in accordance with the transaction agreements. Such records are maintained on at least a monthly basis, or such other period specified in the transaction agreements, and describe the entity’s activities in monitoring delinquent pool assets including, for example, phone calls, letters and payment rescheduling plans in cases where delinquency is deemed temporary (e.g., illness or unemployment).
1122(d)(4)(ix)	Adjustments to interest rates or rates of return for pool assets with variable rates are computed based on the related pool asset documents.

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	Servicing Criteria	Applicable Servicing
Reference	Criteria	Criteria
1122(d)(4)(x)	Regarding any funds held in trust for an obligor (such as escrow accounts): (A) such funds are analyzed, in accordance with the obligor’s Account documents, on at least an annual basis, or such other period specified in the transaction agreements; (B) interest on such funds is paid, or credited, to obligors in accordance with applicable Account documents and state laws; and (C) such funds are returned to the obligor within 30 calendar days of full repayment of the related Accounts, or such other number of days specified in the transaction agreements.
1122(d)(4)(xi)	Payments made on behalf of an obligor (such as tax or insurance payments) are made on or before the related penalty or expiration dates, as indicated on the appropriate bills or notices for such payments, provided that such support has been received by the servicer at least 30 calendar days prior to these dates, or such other number of days specified in the transaction agreements.
1122(d)(4)(xii)	Any late payment penalties in connection with any payment to be made on behalf of an obligor are paid from the servicer’s funds and not charged to the obligor, unless the late payment was due to the obligor’s error or omission.
1122(d)(4)(xiii)	Disbursements made on behalf of an obligor are posted within two business days to the obligor’s records maintained by the servicer, or such other number of days specified in the transaction agreements.
1122(d)(4)(xiv)	Delinquencies, charge-offs and uncollectible accounts are recognized and recorded in accordance with the transaction agreements.
1122(d)(4)(xv)	Any external enhancement or other support, identified in Item 1114(a)(1) through (3) or Item 1115 of Regulation AB, is maintained as set forth in the transaction agreements.

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Exhibit F

FORM OF ANNUAL CERTIFICATION OF THE INDENTURE TRUSTEE

Dated: [             ]

[                                  ], not in its individual capacity but solely as indenture trustee (the “Indenture Trustee”), certifies to Harley-Davidson Credit Corp. (the “Servicer”), its officers and Harley-Davidson Motorcycle Trust [     ] (the “Issuer”), with the knowledge and intent that they will rely upon this certification, that:

(1)   It has reviewed the report on assessment of the Indenture Trustee’s compliance provided in accordance with Rules 13a-18 and 15d-18 under the Securities Exchange Act of 1934, as amended (the “Securities Exchange Act”), and Item 1122 of Regulation AB under the Securities Act of 1933, as amended, and the Securities Exchange Act (the “Servicing Assessment”), that were delivered by the Indenture Trustee to the Seller pursuant to the Sale and Servicing Agreement dated as of [            ], among Harley-Davidson Customer Funding Corp., the Servicer, the Indenture Trustee and the Issuer (collectively, the “Indenture Trustee Information”);

(2)   To the best of its knowledge, the Indenture Trustee Information, taken as a whole, does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in the light of the circumstances under which such statements were made, not misleading with respect to the period of time covered by the Indenture Trustee Information (in making such statement, the Indenture Trustee makes no representation or warranty as to any information prepared or provided to it by a third person and upon which it relied in preparing our information); and

(3)   To the best of its knowledge, all of the Indenture Trustee Information required to be provided by the Indenture Trustee under the Indenture has been provided to the Servicer.

[                                               ], as Indenture Trustee
By:
	Name:
	Title:

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Exhibit G

[Form of Certificate Regarding Reacquired Contracts]

Harley-Davidson Credit Corp.

Certificate Regarding Reacquired Contracts

The undersigned certifies that [s]he is the [        ] of Harley-Davidson Credit Corp., a Nevada corporation (the “Servicer”), and that as such is duly authorized to execute and deliver this certificate on behalf of the Servicer pursuant to Section 7.08 of the Sale and Servicing Agreement (the “Agreement”) dated as of [                        ] by and among Harley-Davidson Customer Funding Corp., as Trust Depositor, the Servicer, [                                ], as Indenture Trustee, [Harley-Davidson Motorcycle Grantor Trust [           ]] and Harley-Davidson Motorcycle Trust [            ] (all capitalized terms used herein without definition having the respective meanings specified in the Agreement), and further certifies that:

1.The Contracts on the attached schedule are to be [re]acquired by the [Seller/Servicer][Trust Depositor] on the date hereof pursuant to [Section 7.08[(a)][(b)] of the Agreement and Section 5.01 of the Transfer and Sale Agreement/Section 7.10 of the Agreement/Section 7.11 of the Agreement.]

2.[After giving effect to such reacquisition, the aggregate Principal Balance, as of the Cutoff Date, of all Contract(s) reacquired pursuant to Section 7.08(b) of the Agreement does not exceed [10]% of the Pool Balance as of the Cutoff Date.]

3.Upon deposit of the Purchase Price for such Contracts, such Contracts may, pursuant to Section 7.09 of the Agreement, be assigned by the Trustee to the Seller[/Servicer].

IN WITNESS WHEREOF, I have affixed hereunto my signature this        day of              .

Harley-Davidson Credit Corp.
By:
	Printed Name:
	Title:

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Exhibit H

[List of Contracts]

H-1

Exhibit I

[Form of Monthly Report to Noteholders]

[see attached]

I-1

Exhibit J

[Seller’s Representations and Warranties]

(1)           Representations and Warranties Regarding Seller.  Seller represents and warrants, as of the execution and delivery of this Agreement and as of the Closing Date, that:

(a)           Organization and Good Standing.  Seller is a corporation duly organized, validly existing and in good standing under the laws of the jurisdiction of its organization and has the corporate power to own its assets and to transact the business in which it is currently engaged.  Seller is duly qualified to do business as a foreign corporation and is in good standing in each jurisdiction in which the character of the business transacted by it or properties owned or leased by it requires such qualification and in which the failure so to qualify would have a material adverse effect on the business, properties, assets, or condition (financial or otherwise) of Seller or Trust Depositor.

(b)           Authorization; Binding Obligation.  Seller has the power and authority to make, execute, deliver and perform this Agreement and the other Transaction Documents to which the Seller is a party and all of the transactions contemplated under this Agreement and the other Transaction Documents to which the Seller is a party, and has taken all necessary corporate action to authorize the execution, delivery and performance of this Agreement and the other Transaction Documents to which the Seller is a party.   This Agreement and the other Transaction Documents to which the Seller is a party constitute the legal, valid and binding obligations of Seller enforceable in accordance with their terms, except as enforcement of such terms may be limited by bankruptcy, insolvency or similar laws affecting the enforcement of creditors’ rights generally and by the availability of equitable remedies.

(c)           No Consent Required.  Seller is not required to obtain the consent of any other party or any consent, license, approval or authorization from, or registration or declaration with, any governmental authority, bureau or agency in connection with the execution, delivery, performance, validity or enforceability of this Agreement and the other Transaction Documents to which the Seller is a party.

(d)           No Violations.  Seller’s execution, delivery and performance of this Agreement and the other Transaction Documents to which the Seller is a party will not violate any provision of any existing law or regulation or any order or decree of any court or the Articles of Incorporation or Bylaws of Seller, or constitute a material breach of any mortgage, indenture, contract or other agreement to which Seller is a party or by which Seller or any of Seller’s properties may be bound.

(e)           Litigation.  No litigation or administrative proceeding of or before any court, tribunal or governmental body is currently pending, or to the knowledge of Seller threatened, against Seller or any of its properties or with respect to this Agreement or any other Transaction Document to which the Seller is a party which, if adversely determined, would in the opinion of Seller have a material adverse effect on the business, properties, assets or condition (financial or other) of Seller or the transactions contemplated by this Agreement or any other Transaction Document to which the Seller is a party.

(f)            State of Incorporation; Name; No Changes.  Seller’s state of incorporation is the State of Nevada.  Seller’s exact legal name is as set forth in the first paragraph of this Agreement.  Seller has not changed its name whether by amendment of its Articles of Incorporation, by

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reorganization or otherwise, and has not changed its state of incorporation within the four months preceding the Closing Date.

(g)           Solvency.  The Seller, after giving effect to the conveyances made by it hereunder, is Solvent.

(2)           Representations and Warranties Regarding Each Contract.  Seller represents and warrants as to each Contract as of the execution and delivery of this Agreement and as of the Closing Date, that:

(a)           Payments.  Except for a payment that is not more than 29 days delinquent as of the Cutoff Date, no payment default exists on the Contract.

(b)           No Waivers.  As of the Cutoff Date, no material term of the Contract has been affirmatively amended or modified, except amendments and modifications indicated in the Servicer’s servicing system [or in the Contract File].

(c)           Binding Obligation.  The Contract is on a form of contract that includes rights and remedies allowing the holder to enforce the obligation and realize on the Motorcycle and represents the legal, valid and binding payment obligation of the Obligor, enforceable in all material respects by the holder of the Contract, except as may be limited by bankruptcy, insolvency, reorganization or other laws relating to the enforcement of creditors’ rights or by general equitable principles and consumer protection laws.

(d)           No Defenses.  As of the Cutoff Date, no right of rescission, setoff, counterclaim or defense asserted or threatened with respect to such Contract was indicated in the Servicer’s servicing system [or related Contract File].

(e)           Insurance.  The terms of the Contract require that for the term of such Contract the Motorcycle securing such Contract will be covered by physical damage insurance.

(f)            Origination.  The Contract (i) was originated by Eaglemark Savings Bank or a Harley-Davidson motorcycle dealer, in each case, in the regular course of its business, (ii) was fully and properly executed by the parties thereto, and (iii) has been purchased by Seller in the regular course of its business.

(g)           Compliance with Law.  At the time it was originated, the Contract complied in all material respects with all requirements of law in effect at the time.

(h)           Contract in Force.  As of the Cutoff Date, the Servicer’s servicing system indicates that the Contract was not satisfied or subordinated in whole or in part or rescinded, and the related Motorcycle securing the Contract has not been released from the lien of the Contract in whole or in part.

(i)            Valid Security Interest.  The Contract has created or shall create a valid, binding and enforceable first priority security interest in favor of the Seller in the Motorcycle, except as to priority for any Permitted Liens, which security interest is assignable by the Seller to the Depositor.

(j)            No Defaults.  As of the Cutoff Date, no default, breach, violation or event permitting acceleration was recorded in the Servicer’s servicing system with respect to any

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Contract.  Seller has not waived any such default, breach, violation or event permitting acceleration.  As of the Cutoff Date, no Motorcycle was in repossession.

(k)           Installments.  The Contract has a fixed Contract Rate and provides for monthly payments of principal and interest which, if timely made, would fully amortize the loan on a simple-interest basis over its term.

(l)            Owner of Record.  The Seller is identified as the “owner of record” on all electronic chattel paper relating to the Contract, and the Seller has “control,” as defined in Section 9-105 of the UCC, of all electronic chattel paper relating to the Contract. The Contract does not have any marks or notations indicating that it has been pledged, assigned or otherwise conveyed by the Seller to any Person other than the Trust Depositor.

(m)          Good Title.  Immediately before the sale and assignment under the Transfer and Sale Agreement and under this Agreement, the Seller has good and marketable title to the Contract, free and clear of any encumbrance or lien, except for any Permitted Liens, and, immediately upon the transfer of the Contract by the Seller, the Trust Depositor shall have good and marketable title to the Contract free and clear of any encumbrance or lien, except for any Permitted Liens, and, immediately upon the transfer of the Contract by the Trust Depositor, the [Issuer][Underlying Trust] shall have good and marketable title to the Contract free and clear of any encumbrance, equity, loan, pledge, charge, claim or security interest, other than [the liens created by the Indenture] and any Permitted Liens.

(n)           No Government Obligors. The Obligor is not the United States government or an agency, authority, instrumentality or other political subdivision of the United States government.

(o)           Obligor Bankruptcy.  At the Cutoff Date, the Obligor was not the subject of a bankruptcy proceeding, according to the records in Servicer’s servicing system.

(p)           Chattel Paper; One Original.  The Contract is either “tangible chattel paper” or “electronic chattel paper”.  The Contract is evidenced by either (i) one executed tangible record constituting or forming a part of the Contract that is “tangible chattel paper”, or (ii) a single “authoritative copy” of the electronic record constituting or forming a part of the Contract that is “electronic chattel paper”. Terms in quotation marks have the meaning assigned to them in the applicable UCC.

(q)           Selection Criteria.  The Contract is secured by a new or used Motorcycle.  No Contract has a Contract Rate less than [1.00]%.  The Contract amortizes the amount financed over an original term no greater than [84] months (excluding periods of deferral of first payment).  The Contract has a Principal Balance of at least [$500.00] as of the Cutoff Date.

(3)           Representations and Warranties Regarding the Contracts in the Aggregate.  Seller represents and warrants, as of the execution and delivery of this Agreement and as of the Closing Date, that:

(a)           Amounts.  The Pool Balance as of the Cutoff Date equals or exceeds the aggregate principal amount of the Notes on the Closing Date.

(b)           Characteristics.  The Contracts have the following characteristics: (i) all the Contracts are secured by Motorcycles; (ii) no Contract has a remaining maturity of more than 84

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months; and (iii) the final scheduled payment on the Contract with the latest maturity is due no later than [               ].  Approximately [      ]% of the Pool Balance as of the Cutoff Date is attributable to loans for purchases of new Motorcycles and approximately [      ]% is attributable to loans for purchases of used Motorcycles.  No Contract was originated after the Cutoff Date.  No Contract has a Contract Rate less than 1.00%.  Approximately [      ]% of the Pool Balance as of the Cutoff Date is attributable to loans for purchases of Motorcycles manufactured by Harley-Davidson Motor Company, and approximately [      ]% of the Pool Balance as of the Cutoff Date is attributable to loans to purchase Motorcycles not manufactured by Harley-Davidson Motor Company.

(c)           Marking Records.  As of the Closing Date, Seller has caused the Computer File relating to the Contracts sold hereunder and concurrently reconveyed by Trust Depositor to the Trust and pledged by the Trust to the Indenture Trustee to be clearly and unambiguously marked to indicate that such Contracts constitute part of the Trust Corpus, are owned by the Trust and constitute security for the Notes.

(d)           No Adverse Selection.  No selection procedures adverse to Noteholders have been employed in selecting the Contracts.

(e)           True Sale.  The transactions contemplated by the Transfer and Sale Agreement and the Sale and Servicing Agreement constitute valid sales, transfers and assignments from Seller to Trust Depositor and from Trust Depositor to the Trust of all of Seller’s right, title and interest in the Contract Assets as of the Closing Date.

(f)            All Filings Made.  All filings (including, without limitation, UCC filings) required to be made by any Person and actions required to be taken or performed by any Person in any jurisdiction to give the Indenture Trustee a first priority perfected security interest (subject only to Permitted Liens) in the Contracts, the proceeds thereof and the rest of the Collateral have been made, taken or performed.  All financing statements filed or to be filed against the Seller in favor of the Trust Depositor in connection herewith describing the Contracts contain a statement to the following effect:  “A purchase of or security interest in any collateral described in this financing statement, except as provided in the Sale and Servicing Agreement, will violate the rights of the Issuer.”

(g)           List of Contracts.  The information set forth in the List of Contracts is true, complete and correct in all material respects as of the Cutoff Date.

(h)           Lockbox Bank.  All Obligors have been instructed to make payments to a Lockbox Account (either directly by remitting payments to a Lockbox, or indirectly by making payments through direct debit, the telephone or the internet to an account of the Servicer which payments will be subsequently transferred from such account to one or more Lockbox Banks), and no person claiming through or under Seller has any claim or interest in a Lockbox Account other than the related Lockbox Bank; provided, however, that other Persons may have an interest in certain other collections therein not related to the Contracts.

(4)          Representations and Warranties Regarding the Contract Files.  Seller represents and warrants as of the execution and delivery of this Agreement and as of the Closing Date, that:

(a)           Possession.  Immediately prior to the Closing Date, the Servicer or its custodian will have possession of each original Contract and the related complete Contract File.  Each of

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such documents which is required to be signed by the Obligor has been signed by the Obligor in the appropriate spaces.  All blanks on any form have been properly filled in and each form has otherwise been correctly prepared.  The complete Contract File for each Contract currently is in the possession of the Servicer or its custodian.

(b)           Bulk Transfer Laws.  The transfer, assignment and conveyance of the Contracts and the Contract Files by Seller pursuant to the Transfer and Sale Agreement and by Trust Depositor pursuant to the Sale and Servicing Agreement is not subject to the bulk transfer or any similar statutory provisions in effect in any applicable jurisdiction.

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Exhibit K

[Lockbox Bank and Lockbox Account]

Lockbox

For Standard U.S. Mail:

Harley-Davidson Credit Corp.

Department 15129

Palatine, IL 60055-5129

For UPS and FedEx:

Harley-Davidson Credit Corp.

Department 15129

5505 N. Cumberland Avenue, Suite 307

Chicago, IL 60656-1471

Lockbox Bank

The Bank of New York Mellon

K-1

CORRESP

VIA EDGAR March 24, 2016 ATTORNEYS AT LAW 777 EAST WISCONSIN AVENUE MILWAUKEE, WI  53202-5306 414.271.2400 TEL 414.297.4900 FAX WWW.FOLEY.COM WRITER’S DIRECT LINE 414.297.5678 pgquick@foley.com EMAIL CLIENT/MATTER NUMBER 102240-0103

Mr. M. Hughes Bates

Special Counsel

U.S. Securities and Exchange Commission

Office of Structured Finance

100 F Street, N.E.

Washington, DC  20549

Re:Harley-Davidson Customer Funding Corp.

Amendment No. 1 to Registration Statement on Form SF-3

Filed February 29, 2016

File No. 333-208825

Dear Mr. Bates:

On behalf of our client, Harley-Davidson Customer Funding Corp., a Nevada corporation (the “Company”), set forth below are the Company’s responses to the comments of the Staff (the “Staff”) of the Securities and Exchange Commission (the “Commission”) set forth in the Staff’s letter, dated March 10, 2016 (the “Comment Letter”), with respect to the above-referenced filing as well as two comments that the Staff communicated orally on March 15, 2016.  The comments of the Staff are repeated below (in bold italics), followed by the Company’s responses (in regular type).

Comments provided in the Comment Letter:

Summary of Terms

[Credit Risk Retention], page 9

1.We note that in the section titled “The Sponsor, Seller, Servicer and Administrator – Credit Risk Retention” you contemplate using a risk retention reserve account if necessary to satisfy Regulation RR requirements. Please add a brief description of the material terms of such an account to the summary section.

The Company has added language to the section titled “Summary of Terms” providing a brief description of the material terms of the risk retention reserve account.  Additionally, where appropriate, the Company has added language throughout the prospectus referencing the optional risk retention reserve account.

BOSTON BRUSSELS CHICAGO DETROIT JACKSONVILLE LOS ANGELES MADISON MIAMI MILWAUKEE NEW YORK ORLANDO SACRAMENTO SAN DIEGO SAN FRANCISCO SHANGHAI SILICON VALLEY TALLAHASSEE TAMPA TOKYO WASHINGTON, D.C.