Common use of Annual Report of Accountants Clause in Contracts

Annual Report of Accountants. (a) The Servicer shall cause a firm of nationally recognized independent certified public accountants (the “Independent Accountants”), who may also render other services to the Servicer, Harley-Davidson Financial or to the Trust Depositor, to deliver to the Trustees, the Underwriters and each Rating Agency, on or before March 31 (or 90 days after the end of the Servicer’s fiscal year, if other than December 31) of each year, beginning on March 31, 2005, with respect to the twelve months ended the immediately preceding December 31 (or other applicable date), a statement (the “Accountant’s Report”) addressed to the Board of Directors of the Servicer and to the Trustees to the effect that such firm has audited the financial statements of Harley-Davidson Financial and issued its report thereon and that such audit: (1) was made in accordance with generally accepted auditing standards, and accordingly included such tests of the accounting records and such other auditing procedures as such firm considered necessary in the circumstances; (2) included an examination of documents and records relating to the servicing of motorcycle conditional sales contracts and promissory note and security agreements under pooling and servicing agreements substantially similar to one another (such statement to have attached thereto a schedule setting forth the pooling and servicing agreements covered thereby, including this Agreement); (3) included an examination of the delinquency and loss statistics relating to Harley-Davidson Financial’s portfolio of motorcycle conditional sales contracts and promissory notes and security agreements; and (4) except as described in the statement, disclosed no exceptions or errors in the records relating to motorcycle loans serviced for others that, in the firm’s opinion, generally accepted auditing standards requires such firm to report. The Accountant’s Report shall further state that: (1) a review in accordance with agreed upon procedures was made of one randomly selected Monthly Report; and (2) except as disclosed in the Report, no exceptions or errors in the Monthly Report so examined were found. (b) The Accountant’s Report shall also indicate that the firm is independent of Harley-Davidson Financial within the meaning of the Code of Professional Ethics of the American Institute of Certified Public Accountants. (c) In the event the Independent Accountants require the Indenture Trustee to agree to the procedures performed by such firm, the Servicer shall direct the Indenture Trustee in writing to so agree; it being understood and agreed that the Indenture Trustee will deliver such letter of agreement in conclusive reliance upon the direction of the Servicer, and the Indenture Trustee shall not make any independent inquiry or investigation as to, and shall have no obligation or liability in respect of, the sufficiency, validity or correctness of such procedures.

Annual Report of Accountants. (a) The Servicer shall cause a firm of nationally recognized independent certified public accountants (the “Independent Accountants”), who may also render other services to the Servicer, Harley-Davidson Financial or to the Trust Depositor, to deliver to the Trustees, the Underwriters and each Rating Agency, on or before March 31 (or 90 days after the end of the Servicer’s fiscal year, if other than December 31) of each year, beginning on March 31, 20052004, with respect to the twelve months ended the immediately preceding December 31 (or other applicable date), a statement (the “Accountant’s Report”) addressed to the Board of Directors of the Servicer and to the Trustees to the effect that such firm has audited the financial statements of Harley-Davidson Financial and issued its report thereon and that such audit: (1) was made in accordance with generally accepted auditing standards, and accordingly included such tests of the accounting records and such other auditing procedures as such firm considered necessary in the circumstances; (2) included an examination of documents and records relating to the servicing of motorcycle conditional sales contracts and promissory note and security agreements under pooling and servicing agreements substantially similar to one another (such statement to have attached thereto a schedule setting forth the pooling and servicing agreements covered thereby, including this Agreement); (3) included an examination of the delinquency and loss statistics relating to Harley-Davidson Financial’s portfolio of motorcycle conditional sales contracts and promissory notes note and security agreements; and (4) except as described in the statement, disclosed no exceptions or errors in the records relating to motorcycle loans serviced for others that, in the firm’s opinion, generally accepted auditing standards requires such firm to report. The Accountant’s Report shall further state that: (1) a review in accordance with agreed upon procedures was made of one randomly selected Monthly Report; and (2) except as disclosed in the Report, no exceptions or errors in the Monthly Report so examined were found. (b) The Accountant’s Report shall also indicate that the firm is independent of Harley-Davidson Financial within the meaning of the Code of Professional Ethics of the American Institute of Certified Public Accountants. (c) In the event the Independent Accountants require the Indenture Trustee to agree to the procedures performed by such firm, the Servicer shall direct the Indenture Trustee in writing to so agree; it being understood and agreed that the Indenture Trustee will deliver such letter of agreement in conclusive reliance upon the direction of the Servicer, and the Indenture Trustee shall not make any independent inquiry or investigation as to, and shall have no obligation or liability in respect of, the sufficiency, validity or correctness of such procedures.

Annual Report of Accountants. (a) The Servicer shall cause a firm of nationally recognized independent certified public accountants (the “Independent Accountants”), who may also render other services to the ServicerServicer or its Affiliates (but, Harley-Davidson Financial for the avoidance of doubt, such accountants need not provide any audit or other services to the Trust DepositorServicer or its Affiliates in order to qualify to provide the report described herein), to deliver to the TrusteesIndenture Trustee, the Underwriters Owner Trustee, each Swap Counterparty, the Backup Servicer and each Rating Agency, on or before March 31 (or 90 days after the end of the Servicer’s fiscal year, if other than December 31) of each year, beginning on March 31, 2005, with respect to the twelve months ended the immediately preceding December 31 (or other applicable date)2008, a statement (the “Accountant’s Report”) report addressed to the Board of Directors of the Servicer Servicer, the Indenture Trustee and the Owner Trustee indicating that the Independent Accountant has performed certain procedures as agreed by the Servicer, the Indenture Trustee (subject to the Trustees provisions of this Section 9.04(a)) and the Owner Trustee, whereby the Independent Accountant will obtain the Quarterly Report for two Collection Periods with respect to the effect that such firm has audited 12 months ended the financial statements of Harley-Davidson Financial and issued its report thereon and that such audit: (1) was made in accordance with generally accepted auditing standardsimmediately preceding December 31 and, and accordingly included such tests of for each Quarterly Report, the accounting records and such other auditing procedures as such firm considered necessary Independent Accountant will agree certain amounts in the circumstances; (2) included an examination of documents and records relating Quarterly Report to the servicing of motorcycle conditional sales contracts Servicer’s computer, accounting and promissory note and security agreements under pooling and servicing agreements substantially similar to one another (other reports, which will include in such statement to have attached thereto a schedule setting forth the pooling and servicing agreements covered thereby, including this Agreement); (3) included an examination of the delinquency and loss statistics relating to Harley-Davidson Financial’s portfolio of motorcycle conditional sales contracts and promissory notes and security agreements; and (4) except as described report any amounts which were not in the statement, disclosed no exceptions or errors in the records relating to motorcycle loans serviced for others that, in the firm’s opinion, generally accepted auditing standards requires such firm to reportagreement. The Accountant’s Report shall further state that: (1) a review in accordance with agreed upon procedures was made of one randomly selected Monthly Report; and (2) except as disclosed in the Report, no exceptions or errors in the Monthly Report so examined were found. (b) The Accountant’s Report shall also indicate that the firm is independent of Harley-Davidson Financial within the meaning of the Code of Professional Ethics of the American Institute of Certified Public Accountants. (c) In the event the such firm of Independent Accountants require requires the Indenture Trustee to agree to the procedures performed by such firmfirm of Independent Accountants, the Servicer shall direct the Indenture Trustee in writing to so agree; it being understood and agreed that the Indenture Trustee will deliver such letter of agreement in conclusive reliance upon the direction of the Servicer, and the Indenture Trustee shall will not make any independent inquiry or investigation as to, and shall have no obligation or liability in respect of, the sufficiency, validity or correctness of such procedures. (b) The Independent Accountant’s report shall also indicate that the firm is independent of the Servicer within the meaning of the Code of Professional Ethics of the American Institute of Certified Public Accountants.

Annual Report of Accountants. (a) The Servicer shall cause a firm of nationally recognized independent certified public accountants (the “"Independent Accountants”"), who may also render other services to the Servicer, Harley-Davidson Financial Servicer or to the Trust Depositorits Affiliates, to deliver to the TrusteesIndenture Trustee, the Underwriters Owner Trustee and each Rating Agency, on or before March 31 June 30 (or 90 days after the end of the Servicer’s 's fiscal year, if other than December 31) of each year, beginning on March 31June 30, 20052000, a report addressed to the Board of Directors of the Servicer, the Indenture Trustee and the Owner Trustee indicating that (i) with respect to the twelve months ended the immediately preceding December March 31 (or other applicable date), a statement (the “Accountant’s Report”) addressed to the Board of Directors of the Servicer and to the Trustees to the effect that such firm has Independent Accountants have audited the financial statements of Harley-Davidson Financial and issued its report thereon and the Servicer, that as part of that audit, nothing came to the attention of such audit: (1) Independent Accountant that causes them to believe that the Servicer was made not in accordance compliance with generally accepted auditing standards, and accordingly included such tests any of the terms, covenants, provisions or conditions of the relevant sections of the Agreement, insofar as they relate to accounting records matters, except for such exceptions as such Independent Accountants shall believe to be immaterial and such other auditing procedures exceptions as shall be set forth in such firm considered necessary report, (ii) in the circumstances; (2) included an examination of documents and records relating to the servicing of motorcycle conditional sales contracts and promissory note and security agreements under pooling and servicing agreements substantially similar to one another (such statement to have attached thereto a schedule setting forth the pooling and servicing agreements covered thereby, including this Agreement); (3) included an examination connection with Independent Accountant's audit of the delinquency and loss statistics relating to Harley-Davidson Financial’s portfolio of motorcycle conditional sales contracts and promissory notes and security agreements; and (4) except as described in the statementServicer, disclosed there were no exceptions or errors in the records relating related to motorcycle equipment leases and loans serviced by the Servicer, except for others thatsuch exceptions as such Independent Accountants shall believe to be immaterial and such other exceptions as shall be set forth in such report, in and (iii) the firm’s opinionIndependent Accountant has performed certain procedures as agreed by the Servicer, generally accepted auditing standards requires such firm the Indenture Trustee (subject to report. The Accountant’s the provisions of this Section 9.04(a)) and Owner Trustee, whereby the Independent Accountant will obtain the Monthly Report shall further state that: (1) a review in accordance for four months with agreed upon procedures was made of one randomly selected respect to the twelve months ended the immediately preceding March 31 and for each Monthly Report; and (2) except as disclosed in Report the Report, no exceptions or errors Independent Accountant will agree all amounts in the Monthly Report so examined to the Servicer's computer, accounting and other reports, which will include in such report any amounts which were found. (b) The Accountant’s Report shall also indicate that the firm is independent of Harley-Davidson Financial within the meaning of the Code of Professional Ethics of the American Institute of Certified Public Accountants. (c) not in agreement. In the event the such firm of Independent Accountants require requires the Indenture Trustee to agree to the procedures performed by such firmfirm of Independent Accountants, the Servicer shall direct the Indenture Trustee in writing to so agree; it being understood and agreed that the Indenture Trustee will deliver such letter of agreement in conclusive reliance upon the direction of the Servicer, and the Indenture Trustee shall will not make any independent inquiry or investigation as to, and shall have no obligation or liability in respect of, the sufficiency, validity or correctness of such procedures. (b) The Independent Accountant's report shall also indicate that the firm is independent of the Servicer within the meaning of the Code of Professional Ethics of the American Institute of Certified Public Accountants.

Annual Report of Accountants. (a) The Servicer shall cause a firm of nationally recognized independent certified public accountants (the “"Independent Accountants”"), who may also render other services to the Servicer, Harley-Davidson Financial Servicer or to the Trust Depositorits Affiliates, to deliver to the TrusteesIndenture Trustee, the Underwriters Issuer and each Rating Agency, on or before March August 31 (or 90 days after the end of the Servicer’s 's fiscal year, if other than December 31) of each year, beginning on March August 31, 20052002, a report addressed to the Board of Directors of the Servicer and the Indenture Trustee indicating that (i) with respect to the twelve months ended the immediately preceding December May 31 (or other applicable date), a statement (the “Accountant’s Report”) addressed to the Board of Directors of the Servicer and to the Trustees to the effect that such firm has Independent Accountants have audited the financial statements of Harley-Davidson Financial and issued its report thereon and the Servicer, that as part of that audit, nothing came to the attention of such audit: (1) Independent Accountant that causes them to believe that the Servicer was made not in accordance compliance with generally accepted auditing standards, and accordingly included such tests any of the terms, covenants, provisions or conditions of the relevant sections of the Agreement, insofar as they relate to accounting records matters, except for such exceptions as such Independent Accountants shall believe to be immaterial and such other auditing procedures exceptions as shall be set forth in such firm considered necessary report, (ii) in the circumstances; (2) included an examination of documents and records relating to the servicing of motorcycle conditional sales contracts and promissory note and security agreements under pooling and servicing agreements substantially similar to one another (such statement to have attached thereto a schedule setting forth the pooling and servicing agreements covered thereby, including this Agreement); (3) included an examination connection with Independent Accountant's audit of the delinquency and loss statistics relating to Harley-Davidson Financial’s portfolio of motorcycle conditional sales contracts and promissory notes and security agreements; and (4) except as described in the statementServicer, disclosed there were no exceptions or errors in the records relating related to motorcycle equipment leases and loans serviced by the Servicer, except for others thatsuch exceptions as such Independent Accountants shall believe to be immaterial and such other exceptions as shall be set forth in such report, in and (iii) the firm’s opinionIndependent Accountant has performed certain procedures as agreed by the Servicer, generally accepted auditing standards requires such firm the Indenture Trustee (subject to report. The Accountant’s the provisions of this Section 9.04(a)) whereby the Independent Accountant will obtain the Monthly Report shall further state that: (1) a review in accordance for four months with agreed upon procedures was made of one randomly selected respect to the twelve months ended the immediately preceding May 31 and for each Monthly Report; and (2) except as disclosed in Report the Report, no exceptions or errors Independent Accountant will agree all amounts in the Monthly Report so examined to the Servicer's computer, accounting and other reports, which will include in such report any amounts which were found. (b) The Accountant’s Report shall also indicate that the firm is independent of Harley-Davidson Financial within the meaning of the Code of Professional Ethics of the American Institute of Certified Public Accountants. (c) not in agreement. In the event the such firm of Independent Accountants require requires the Indenture Trustee to agree to the procedures performed by such firmfirm of Independent Accountants, the Servicer shall direct the Indenture Trustee in writing to so agree; it being understood and agreed that the Indenture Trustee will deliver such letter of agreement in conclusive reliance upon the direction of the Servicer, and the Indenture Trustee shall will not make any independent inquiry or investigation as to, and shall have no obligation or liability in respect of, the sufficiency, validity or correctness of such procedures. (b) The Independent Accountant's report shall also indicate that the firm is independent of the Servicer within the meaning of the Code of Professional Ethics of the American Institute of Certified Public Accountants.

Annual Report of Accountants. (a) The Servicer shall cause a firm of nationally recognized independent certified public accountants (the “Independent Accountants”"INDEPENDENT ACCOUNTANTS"), who may also render other services to the Servicer, Harley-Davidson Financial or to the Trust Depositor, to deliver to the Trustees, the Underwriters and each Rating Agency, on or before March 31 (or 90 days after the end of the Servicer’s 's fiscal year, if other than December 31) of each year, beginning on March 31, 20052002, with respect to the twelve months ended the immediately preceding December 31 (or other applicable date), a statement (the “Accountant’s Report”"ACCOUNTANT'S REPORT") addressed to the Board of Directors of the Servicer and to the Trustees to the effect that such firm has audited the financial statements of Harley-Davidson Financial and issued its report thereon and that such audit: (1) was made in accordance with generally accepted auditing standards, and accordingly included such tests of the accounting records and such other auditing procedures as such firm considered necessary in the circumstances; (2) included an examination of documents and records relating to the servicing of motorcycle conditional sales contracts and promissory note and security agreements under pooling and servicing agreements substantially similar to one another (such statement to have attached thereto a schedule setting forth the pooling and servicing agreements covered thereby, including this Agreement); (3) included an examination of the delinquency and loss statistics relating to Harley-Davidson Financial’s 's portfolio of motorcycle conditional sales contracts and promissory notes and security agreementscontracts; and (4) except as described in the statement, disclosed no exceptions or errors in the records relating to motorcycle loans serviced for others that, in the firm’s 's opinion, generally accepted auditing standards requires such firm to report. The Accountant’s 's Report shall further state that: (1) a review in accordance with agreed upon procedures was made of one randomly selected Monthly Report; and (2) except as disclosed in the Report, no exceptions or errors in the Monthly Report so examined were found. (b) The Accountant’s 's Report shall also indicate that the firm is independent of Harley-Davidson Financial within the meaning of the Code of Professional Ethics of the American Institute of Certified Public Accountants.. 57 (c) In the event the Independent Accountants require the Indenture Trustee to agree to the procedures performed by such firm, the Servicer shall direct the Indenture Trustee in writing to so agree; it being understood and agreed that the Indenture Trustee will deliver such letter of agreement in conclusive reliance upon the direction of the Servicer, and the Indenture Trustee shall not make any independent inquiry or investigation as to, and shall have no obligation or liability in respect of, the sufficiency, validity or correctness of such procedures.

Annual Report of Accountants. (a) The Servicer shall cause a firm of nationally recognized independent certified public accountants (the “Independent Accountants”), who may also render other services to the Servicer, Harley-Davidson Financial Servicer or to the Trust Depositorits Affiliates, to deliver to the TrusteesIndenture Trustee, the Underwriters Owner Trustee, each Swap Counterparty, the Backup Servicer and each Rating Agency, on or before March 31 (or 90 ninety (90) days after the end of the Servicer’s fiscal year, if other than December 31) of each year, beginning on March 31, 2005, with respect to the twelve months ended the immediately preceding December 31 (or other applicable date)2003, a statement (the “Accountant’s Report”) report addressed to the Board of Directors of the Servicer Servicer, the Indenture Trustee and the Owner Trustee indicating that (i) with respect to the Trustees twelve (12) months ended the immediately preceding December 31, to the effect that such firm has Independent Accountants have audited the financial statements of Harley-Davidson Financial and issued its report thereon and the Servicer, that as part of that audit, nothing came to the attention of such audit: (1) Independent Accountant that causes them to believe that the Servicer was made not in accordance compliance with generally accepted auditing standards, and accordingly included such tests any of the terms, covenants, provisions or conditions of the relevant sections of the Agreement, insofar as they relate to accounting records matters, except for such exceptions as such Independent Accountants shall believe to be immaterial and such other auditing procedures exceptions as shall be set forth in such firm considered necessary report, (ii) in connection with the circumstances; (2) included an examination of documents and records relating to the servicing of motorcycle conditional sales contracts and promissory note and security agreements under pooling and servicing agreements substantially similar to one another (such statement to have attached thereto a schedule setting forth the pooling and servicing agreements covered thereby, including this Agreement); (3) included an examination Independent Accountant’s audit of the delinquency and loss statistics relating to Harley-Davidson Financial’s portfolio of motorcycle conditional sales contracts and promissory notes and security agreements; and (4) except as described in the statementServicer, disclosed there were no exceptions or errors in records related to Loans serviced by the records relating Servicer, except for such exceptions as such Independent Accountants shall believe to motorcycle loans serviced be immaterial and such other exceptions as shall be set forth in such report, and (iii) the Independent Accountant has performed certain procedures as agreed by the Servicer, the Indenture Trustee (subject to the provisions of this subsection 9.04(a)) and the Owner Trustee, whereby the Independent Accountant will obtain the Monthly Report for others thatfour months with respect to the twelve (12) months ended the immediately preceding December 31 and, in the firm’s opinion, generally accepted auditing standards requires such firm to report. The Accountant’s Report shall further state that: (1) a review in accordance with agreed upon procedures was made of one randomly selected for each Monthly Report; and (2) except as disclosed in , the Report, no exceptions or errors Independent Accountant will agree all amounts in the Monthly Report so examined to the Servicer’s computer, accounting and other reports, which will include in such report any amounts which were found. (b) The Accountant’s Report shall also indicate that the firm is independent of Harley-Davidson Financial within the meaning of the Code of Professional Ethics of the American Institute of Certified Public Accountants. (c) not in agreement. In the event the such firm of Independent Accountants require requires the Indenture Trustee to agree to the procedures performed by such firmfirm of Independent Accountants, the Servicer shall direct the Indenture Trustee in writing to so agree; it being understood and agreed that the Indenture Trustee will deliver such letter of agreement in conclusive reliance upon the direction of the Servicer, and the Indenture Trustee shall will not make any independent inquiry or investigation as to, and shall have no obligation or liability in respect of, the sufficiency, validity or correctness of such procedures. (b) The Independent Accountant’s report shall also indicate that the firm is independent of the Servicer within the meaning of the Code of Professional Ethics of the American Institute of Certified Public Accountants.

Annual Report of Accountants. (a) The Servicer shall cause a firm of nationally recognized independent certified public accountants (the “Independent Accountants”), who may also render other services to the Servicer, Harley-Davidson Financial or to the Trust Depositor, to deliver to the Trustees, the Underwriters and each Rating Agency, on or before March 31 (or 90 days after the end of the Servicer’s fiscal year, if other than December 31) of each year, beginning on March 31, 20052006, with respect to the twelve months ended the immediately preceding December 31 (or other applicable date), a statement (the “Accountant’s Report”) addressed to the Board of Directors of the Servicer and to the Trustees to the effect that such firm has audited the financial statements of Harley-Davidson Financial and issued its report thereon and that such audit: (1) was made in accordance with generally accepted auditing standards, and accordingly included such tests of the accounting records and such other auditing procedures as such firm considered necessary in the circumstances; (2) included an examination of documents and records relating to the servicing of motorcycle conditional sales contracts and promissory note and security agreements under pooling and servicing agreements substantially similar to one another (such statement to have attached thereto a schedule setting forth the pooling and servicing agreements covered thereby, including this Agreement); (3) included an examination of the delinquency and loss statistics relating to Harley-Davidson Financial’s portfolio of motorcycle conditional sales contracts and promissory notes and security agreements; and (4) except as described in the statement, disclosed no exceptions or errors in the records relating to motorcycle loans serviced for others that, in the firm’s opinion, generally accepted auditing standards requires such firm to report. The Accountant’s Report shall further state that: (1) a review in accordance with agreed upon procedures was made of one randomly selected Monthly Report; and (2) except as disclosed in the Report, no exceptions or errors in the Monthly Report so examined were found. (b) The Accountant’s Report shall also indicate that the firm is independent of Harley-Davidson Financial within the meaning of the Code of Professional Ethics of the American Institute of Certified Public Accountants. (c) In the event the Independent Accountants require the Indenture Trustee to agree to the procedures performed by such firm, the Servicer shall direct the Indenture Trustee in writing to so agree; it being understood and agreed that the Indenture Trustee will deliver such letter of agreement in conclusive reliance upon the direction of the Servicer, and the Indenture Trustee shall not make any independent inquiry or investigation as to, and shall have no obligation or liability in respect of, the sufficiency, validity or correctness of such procedures.

Annual Report of Accountants. (a) The Servicer shall cause a firm of nationally recognized independent certified public accountants (the “"Independent Accountants”"), who may also render other services to the Servicer, Harley-Davidson Financial or to the Trust Depositor, to deliver to the Trustees, the Underwriters and each Rating Agency, on or before March 31 (or 90 days after the end of the Servicer’s 's fiscal year, if other than December 31) of each year, beginning on March 31, 20052004, with respect to the twelve months ended the immediately preceding December 31 (or other applicable date), a statement (the “"Accountant’s 's Report”") addressed to the Board of Directors of the Servicer and to the Trustees to the effect that such firm has audited the financial statements of Harley-Davidson Financial and issued its report thereon and that such audit: (1) was made in accordance with generally accepted auditing standards, and accordingly included such tests of the accounting records and such other auditing procedures as such firm considered necessary in the circumstances; (2) included an examination of documents and records relating to the servicing of motorcycle conditional sales contracts and promissory note and security agreements under pooling and servicing agreements substantially similar to one another (such statement to have attached thereto a schedule setting forth the pooling and servicing agreements covered thereby, including this Agreement); (3) included an examination of the delinquency and loss statistics relating to Harley-Davidson Financial’s 's portfolio of motorcycle conditional sales contracts and promissory notes note and security agreements; and (4) except as described in the statement, disclosed no exceptions or errors in the records relating to motorcycle loans serviced for others that, in the firm’s 's opinion, generally accepted auditing standards requires such firm to report. The Accountant’s 's Report shall further state that: (1) a review in accordance with agreed upon procedures was made of one randomly selected Monthly Report; and (2) except as disclosed in the Report, no exceptions or errors in the Monthly Report so examined were found. (b) The Accountant’s 's Report shall also indicate that the firm is independent of Harley-Davidson Financial within the meaning of the Code of Professional Ethics of the American Institute of Certified Public Accountants. (c) In the event the Independent Accountants require the Indenture Trustee to agree to the procedures performed by such firm, the Servicer shall direct the Indenture Trustee in writing to so agree; it being understood and agreed that the Indenture Trustee will deliver such letter of agreement in conclusive reliance upon the direction of the Servicer, and the Indenture Trustee shall not make any independent inquiry or investigation as to, and shall have no obligation or liability in respect of, the sufficiency, validity or correctness of such procedures.

Annual Report of Accountants. (a) The Servicer shall cause a firm of nationally recognized independent certified public accountants (the “"Independent Accountants”"), who may also render other services to the Servicer, Harley-Davidson Eaglemark Financial or to the Trust Depositor, to deliver to the TrusteesTrustee, the Underwriters Placement Agent and each Rating Agency, on or before March 31 (or 90 days after the end of the Servicer’s 's fiscal year, if other than December 31) of each year, beginning on March 31, 20051997, with respect to the twelve months ended the immediately preceding December 31 (or other applicable date), a statement (the “"Accountant’s 's Report”") addressed to the Board of Directors of the Servicer and to the Trustees Trustee to the effect that such firm has audited the financial statements of Harley-Davidson Eaglemark Financial and issued its report thereon and that such audit: (1) was made in accordance with generally accepted auditing standards, and accordingly included such tests of the accounting records and such other auditing procedures as such firm considered necessary in the circumstances; (2) included an examination of documents and records relating to the servicing of motorcycle conditional sales contracts and promissory note and security agreements under pooling and servicing agreements substantially similar to one another (such statement to have attached thereto a schedule setting forth the pooling and servicing agreements covered thereby, including this Agreement); (3) included an examination of the delinquency and loss statistics relating to Harley-Davidson Eaglemark Financial’s 's portfolio of motorcycle conditional sales contracts and promissory notes and security agreementscontracts; and (4) except as described in the statement, disclosed no exceptions or errors in the records relating to motorcycle loans serviced for others that, in the firm’s 's opinion, generally accepted auditing standards requires such firm to report. The Accountant’s 's Report shall further state that: (1) a review in accordance with agreed upon procedures was made of one randomly selected Monthly Report; Report and (2) except as disclosed in the Report, no exceptions or errors in the Monthly Report so examined were found. (b) The Accountant’s 's Report shall also indicate that the firm is independent of Harley-Davidson Eaglemark Financial within the meaning of the Code of Professional Ethics of the American Institute of Certified Public Accountants. (c) In the event the Independent Accountants require the Indenture Trustee to agree to the procedures performed by such firm, the Servicer shall direct the Indenture Trustee in writing to so agree; it being understood and agreed that the Indenture Trustee will deliver such letter of agreement in conclusive reliance upon the direction of the Servicer, and the Indenture Trustee shall not make any independent inquiry or investigation as to, and shall have no obligation or liability in respect of, the sufficiency, validity or correctness of such procedures.

Annual Report of Accountants. (a) The Servicer shall cause a firm of nationally recognized independent certified public chartered accountants (the “Independent Accountants”"INDEPENDENT ACCOUNTANTS"), who may also render other services to the Servicer, Harley-Davidson Financial Servicer or to the Trust Depositorits Affiliates, to deliver to the Trustees, the Underwriters Trustees and each Rating Agency, on or before March 31 (or 90 ninety (90) days after the end of the Servicer’s 's fiscal year, if other than December 31) of each year, beginning on March 31, 2005, 1999 with respect to the twelve months ended the immediately preceding December 31 (or other applicable date), a statement (the “Accountant’s Report”) report addressed to the Board of Directors of the Servicer and to the Trustees (the "ACCOUNTANT'S REPORT"), to the effect that such firm has Independent Accountants have, at the request of the Servicer, (i) audited the financial statements of Harley-Davidson Financial the Servicer and issued its report thereon and that such audit: (1) audit was made in accordance with generally accepted auditing standards, which require that such accounting firm plan and accordingly included such tests perform the audit to obtain reasonable assurance as to whether the financial statements of the accounting records Servicer are free of material misstatement, and such other auditing procedures as such firm considered necessary in (ii) examined management's assertion that the circumstances; (2) included an examination of documents and records relating to Servicer maintained effective control over the servicing of motorcycle conditional equipment lease contracts, installment sales contracts and contracts, promissory note notes, loan and security agreements and/or other similar types of receivables under pooling and servicing agreements substantially similar to one another (another, in accordance with established or stated criteria, and that such statement to have attached thereto a schedule setting forth examination was performed in accordance with standards established by the pooling and servicing agreements covered thereby, including this Agreement); (3) included an examination American Institute of Certified Public Accountants. A copy of the delinquency and loss statistics relating Accountant's Report may be obtained by any Securityholder by a request in writing to Harley-Davidson Financial’s portfolio of motorcycle conditional sales contracts and promissory notes and security agreements; and (4) except as described in the statement, disclosed no exceptions or errors in the records relating to motorcycle loans serviced for others thatIndenture Trustee, in the firm’s opinioncase of a Noteholder, generally accepted auditing standards requires such firm or to report. The Accountant’s Report shall further state that: (1) a review in accordance with agreed upon procedures was made of one randomly selected Monthly Report; and (2) except as disclosed the Owner Trustee, in the Reportcase of a Certificateholder, no exceptions or errors in the Monthly Report so examined were foundaddressed to its respective Corporate Trust Office. (b) The Accountant’s 's Report shall also indicate that the firm is independent of Harley-Davidson Financial the Servicer within the meaning of the Code of Professional Ethics of the American Institute of Certified Public Accountants. (c) In the event the Independent Accountants require the Indenture Trustee to agree to the procedures performed by such firm, the Servicer shall direct the Indenture Trustee in writing to so agree; it being understood and agreed that the Indenture Trustee will deliver such letter of agreement in conclusive reliance upon the direction of the Servicer, and the Indenture Trustee shall not make any independent inquiry or investigation as to, and shall have no obligation or liability in respect of, the sufficiency, validity or correctness of such procedures.

Annual Report of Accountants. (a) The Servicer shall cause a firm of nationally recognized independent certified public accountants (the “"Independent Accountants”"), who may also render other services to the Servicer, Harley-Davidson Financial Servicer or to the Trust Depositorits Affiliates, to deliver to the TrusteesIndenture Trustee, the Underwriters Owner Trustee, each Hedge Counterparty, the Backup Servicer and each Rating Agency, on or before March 31 (or 90 days after the end of the Servicer’s fiscal year, if other than December 31) of each year, beginning on March 31, 2005, a report addressed to the Board of Managers of the Servicer, the Indenture Trustee and the Owner Trustee indicating that (a) with respect to the twelve (12) months ended the immediately preceding December 31, to the effect that such Independent Accountants have audited the financial statements of the Servicer, that as part of that audit, nothing came to the attention of such Independent Accountants that causes them to believe that the Servicer was not in compliance with any of the terms, covenants, provisions or conditions of the relevant sections of this Agreement, insofar as they relate to accounting matters, except for such exceptions as such Independent Accountants shall believe to be immaterial and such other exceptions as shall be set forth in such report, (b) in connection with the Independent Accountants' audit of the Servicer, there were no exceptions or errors in records related to Loans serviced by the Servicer, except for such exceptions as such Independent Accountants shall believe to be immaterial and such other exceptions as shall be set forth in such report, (c) the payment testing for Asset Based Revolvers has been reviewed and such testing is in compliance with the terms of the related Required Loan Documents and (d) the Independent Accountants have performed certain procedures as agreed by the Servicer, the Indenture Trustee and the 103 Owner Trustee, whereby the Independent Accountants will obtain the Monthly Report for four months with respect to the twelve (12) months ended the immediately preceding December 31 (or other applicable date)and, a statement (the “Accountant’s Report”) addressed to the Board of Directors of the Servicer and to the Trustees to the effect that such firm has audited the financial statements of Harley-Davidson Financial and issued its report thereon and that such audit: (1) was made in accordance with generally accepted auditing standards, and accordingly included such tests of the accounting records and such other auditing procedures as such firm considered necessary in the circumstances; (2) included an examination of documents and records relating to the servicing of motorcycle conditional sales contracts and promissory note and security agreements under pooling and servicing agreements substantially similar to one another (such statement to have attached thereto a schedule setting forth the pooling and servicing agreements covered thereby, including this Agreement); (3) included an examination of the delinquency and loss statistics relating to Harley-Davidson Financial’s portfolio of motorcycle conditional sales contracts and promissory notes and security agreements; and (4) except as described in the statement, disclosed no exceptions or errors in the records relating to motorcycle loans serviced for others that, in the firm’s opinion, generally accepted auditing standards requires such firm to report. The Accountant’s Report shall further state that: (1) a review in accordance with agreed upon procedures was made of one randomly selected each Monthly Report; and (2) except as disclosed in , the Report, no exceptions or errors Independent Accountants will agree all amounts in the Monthly Report so examined to the Servicer's computer, accounting and other reports, which will include in such report any amounts which were found. (b) The Accountant’s Report shall also indicate that the firm is independent of Harley-Davidson Financial within the meaning of the Code of Professional Ethics of the American Institute of Certified Public Accountants. (c) not in agreement. In the event the such firm of Independent Accountants require requires the Indenture Trustee to agree to the procedures performed by such firmfirm of Independent Accountants, the Servicer shall direct the Indenture Trustee in writing to so agree; it being understood and agreed that the Indenture Trustee will deliver such letter of agreement in conclusive reliance upon the direction of the Servicer, and the Indenture Trustee shall will not make any independent inquiry or investigation as to, and shall have no obligation or liability in respect of, the sufficiency, validity or correctness of such procedures. The Independent Accountants' report shall also indicate that the firm is independent of the Servicer within the meaning of the Code of Professional Ethics of the American Institute of Certified Public Accountants.

Annual Report of Accountants. (a) The Servicer shall cause a firm of nationally recognized independent certified public accountants (the “Independent Accountants”), who may also render other services to the Servicer, Harley-Davidson Financial Servicer or to the Trust Depositorits Affiliates, to deliver to the TrusteesIndenture Trustee, the Underwriters Owner Trustee, each Hedge Counterparty, the Backup Servicer and each Rating Agency, on or before March 31 (or 90 days after the end of the Servicer’s fiscal year, if other than December 31) of each year, beginning on March 31, 20052007, a report addressed to the board of managers of the Servicer, the Indenture Trustee and the Owner Trustee indicating that (a) with respect to the twelve 12-months ended the immediately preceding December 31, to the effect that such Independent Accountants have audited the financial statements of the Servicer, that as part of that audit, nothing came to the attention of such Independent Accountants that causes them to believe that the Servicer was not in compliance with any of the terms, covenants, provisions or conditions of the relevant sections of this Agreement, insofar as they relate to accounting matters, except for such exceptions as such Independent Accountants shall believe to be immaterial and such other exceptions as shall be set forth in such report, (b) in connection with the Independent Accountants’ audit of the Servicer, there were no exceptions or errors in records related to Loans serviced by the Servicer, except for such exceptions as such Independent Accountants shall believe to be immaterial and such other exceptions as shall be set forth in such report, (c) the payment testing for Asset Based Revolvers has been reviewed and such testing is in compliance with the terms of the related Required Loan Documents and (d) the Independent Accountants have performed certain procedures as agreed by the Servicer, the Indenture Trustee and the Owner Trustee, whereby the Independent Accountants will obtain the Monthly Report for four months with respect to the 12 months ended the immediately preceding December 31 (or other applicable date)and, a statement (the “Accountant’s Report”) addressed to the Board of Directors of the Servicer and to the Trustees to the effect that such firm has audited the financial statements of Harley-Davidson Financial and issued its report thereon and that such audit: (1) was made in accordance with generally accepted auditing standards, and accordingly included such tests of the accounting records and such other auditing procedures as such firm considered necessary in the circumstances; (2) included an examination of documents and records relating to the servicing of motorcycle conditional sales contracts and promissory note and security agreements under pooling and servicing agreements substantially similar to one another (such statement to have attached thereto a schedule setting forth the pooling and servicing agreements covered thereby, including this Agreement); (3) included an examination of the delinquency and loss statistics relating to Harley-Davidson Financial’s portfolio of motorcycle conditional sales contracts and promissory notes and security agreements; and (4) except as described in the statement, disclosed no exceptions or errors in the records relating to motorcycle loans serviced for others that, in the firm’s opinion, generally accepted auditing standards requires such firm to report. The Accountant’s Report shall further state that: (1) a review in accordance with agreed upon procedures was made of one randomly selected each Monthly Report; and (2) except as disclosed in , the Report, no exceptions or errors Independent Accountants will agree all amounts in the Monthly Report so examined to the Servicer’s computer, accounting and other reports, which will include in such report any amounts which were found. (b) The Accountant’s Report shall also indicate that the firm is independent of Harley-Davidson Financial within the meaning of the Code of Professional Ethics of the American Institute of Certified Public Accountants. (c) not in agreement. In the event the such firm of Independent Accountants require requires the Indenture Trustee to agree to the procedures performed by such firmfirm of Independent Accountants, the Servicer shall direct the Indenture Trustee in writing to so agree; it being understood and agreed that the Indenture Trustee will deliver such letter of agreement in conclusive reliance upon the direction of the Servicer, and the Indenture Trustee shall will not make any independent inquiry or investigation as to, and shall have no obligation or liability in respect of, the sufficiency, validity or correctness of such procedures. The Independent Accountants’ report shall also indicate that the firm is independent of the Servicer within the meaning of the Code of Professional Ethics of the American Institute of Certified Public Accountants.

Annual Report of Accountants. (a) The Servicer shall cause a firm of nationally recognized independent certified public accountants (the “Independent Accountants”"INDEPENDENT ACCOUNTANTS"), who may also render other services to the Servicer, Harley-Davidson Financial the Seller or to the Trust Depositor, to deliver to the Trustees, the Underwriters Trustees and each Rating Agency, on or before March 31 (or 90 days after the end of the Servicer’s 's fiscal year, if other than December 31) of each year, beginning on March 31, 20052001, with respect to the twelve months ended the immediately preceding December 31 (or other applicable date), a statement (the “Accountant’s Report”"ACCOUNTANT'S REPORT") addressed to the Board of Directors of the Servicer and to the Trustees to the effect that such firm has audited the financial statements of Harley-Davidson Financial the direct or indirect parent of the Servicer and issued its report thereon and that such audit: (1) was made in accordance with generally accepted auditing standards, and accordingly included such tests of the accounting records and such other auditing procedures as such firm considered necessary in the circumstances; (2) included an examination of documents and records relating to the servicing of motorcycle conditional sales motor vehicle installment sale contracts and promissory note and security agreements under pooling and servicing agreements substantially similar to one another (such statement to have attached thereto a schedule setting forth the pooling and servicing agreements covered thereby, including this Agreement); (3) included an examination of the delinquency and loss statistics relating to Harley-Davidson Financial’s the Servicer's portfolio of motorcycle conditional sales contracts and promissory notes and security agreementsmotor vehicle installment sale contracts; and (4) except as described in the statement, disclosed no exceptions or errors in the records relating to motorcycle motor vehicle loans serviced for others that, in the firm’s 's opinion, generally accepted auditing standards requires such firm to report. The Accountant’s Report shall further state that: (1) a review in accordance with agreed upon procedures was made of one randomly selected Monthly Report; and (2) except as disclosed in the Report, no exceptions or errors in the Monthly Report so examined were found. (b) The Accountant’s Report shall also indicate that the firm is independent of Harley-Davidson Financial within the meaning of the Code of Professional Ethics of the American Institute of Certified Public Accountants. (c) In the event the Independent Accountants require the Indenture Trustee to agree to the procedures performed by such firm, the Servicer shall direct the Indenture Trustee in writing to so agree; it being understood and agreed that the Indenture Trustee will deliver such letter of agreement in conclusive reliance upon the direction of the Servicer, and the Indenture Trustee shall not make any independent inquiry or investigation as to, and shall have no obligation or liability in respect of, the sufficiency, validity or correctness of such procedures.

Annual Report of Accountants. (a) The Servicer shall cause a firm of nationally recognized independent certified public accountants (the “"Independent Accountants”"), who may also render other services to the Servicer, Harley-Davidson Financial Servicer or to the Trust Depositorits Affiliates, to deliver to the TrusteesIndenture Trustee, the Underwriters Owner Trustee, each Hedge Counterparty, the Backup Servicer and each Rating Agency, on or before March 31 (or 90 ninety (90) days after the end of the Servicer’s 's fiscal year, if other than December 31) of each year, beginning on March 31, 20052004, a report addressed to the Board of Managers of the Servicer, the Indenture Trustee and the Owner Trustee indicating that (a) with respect to the twelve (12) months ended the immediately preceding December 31, to the effect that such Independent Accountants have audited the financial statements of the Servicer, that as part of that audit, nothing came to the attention of such Independent Accountants that causes them to believe that the Servicer was not in compliance with any of the terms, covenants, provisions or conditions of the relevant sections of this Agreement, insofar as they relate to accounting matters, except for such exceptions as such Independent Accountants shall believe to be immaterial and such other exceptions as shall be set forth in such report, (b) in connection with the Independent Accountants' audit of the Servicer, there were no exceptions or errors in records related to Loans serviced by the Servicer, except for such exceptions as such Independent Accountants shall believe to be immaterial and such other exceptions as shall be set forth in such report, (c) the payment testing for Asset Based Revolvers has been reviewed and such testing is in compliance with the terms of the related Required Loan Documents and (d) the Independent Accountants have performed certain procedures as agreed by the Servicer, the Indenture Trustee and the Owner Trustee, whereby the Independent Accountants will obtain the Monthly Report for four months with respect to the twelve (12) months ended the immediately preceding December 31 (or other applicable date)and, a statement (the “Accountant’s Report”) addressed to the Board of Directors of the Servicer and to the Trustees to the effect that such firm has audited the financial statements of Harley-Davidson Financial and issued its report thereon and that such audit: (1) was made in accordance with generally accepted auditing standards, and accordingly included such tests of the accounting records and such other auditing procedures as such firm considered necessary in the circumstances; (2) included an examination of documents and records relating to the servicing of motorcycle conditional sales contracts and promissory note and security agreements under pooling and servicing agreements substantially similar to one another (such statement to have attached thereto a schedule setting forth the pooling and servicing agreements covered thereby, including this Agreement); (3) included an examination of the delinquency and loss statistics relating to Harley-Davidson Financial’s portfolio of motorcycle conditional sales contracts and promissory notes and security agreements; and (4) except as described in the statement, disclosed no exceptions or errors in the records relating to motorcycle loans serviced for others that, in the firm’s opinion, generally accepted auditing standards requires such firm to report. The Accountant’s Report shall further state that: (1) a review in accordance with agreed upon procedures was made of one randomly selected each Monthly Report; and (2) except as disclosed in , the Report, no exceptions or errors Independent Accountants will agree all amounts in the Monthly Report so examined to the Servicer's computer, accounting and other reports, which will include in such report any amounts which were found. (b) The Accountant’s Report shall also indicate that the firm is independent of Harley-Davidson Financial within the meaning of the Code of Professional Ethics of the American Institute of Certified Public Accountants. (c) not in agreement. In the event the such firm of Independent Accountants require requires the Indenture Trustee to agree to the procedures performed by such firmfirm of Independent Accountants, the Servicer shall direct the Indenture Trustee in writing to so agree; it being understood and agreed that the Indenture Trustee will deliver such letter of agreement in conclusive reliance upon the direction of the Servicer, and the Indenture Trustee shall will not make any independent inquiry or investigation as to, and shall have no obligation or liability in respect of, the sufficiency, validity or correctness of such procedures. The Independent Accountants' report shall also indicate that the firm is independent of the Servicer within the meaning of the Code of Professional Ethics of the American Institute of Certified Public Accountants.

Annual Report of Accountants. (a) The Servicer shall cause a firm of nationally recognized independent certified public accountants (the “Independent Accountants”), who may also render other services to the ServicerServicer or its Affiliates (but, Harley-Davidson Financial for the avoidance of doubt, such accountants need not provide any audit or other services to the Trust DepositorServicer or its Affiliates in order to qualify to provide the report described herein), to deliver to the TrusteesIndenture Trustee, the Underwriters Owner Trustee, each Swap Counterparty, the Backup Servicer and each Rating Agency, on or before March 31 (or 90 ninety (90) days after the end of the Servicer’s fiscal year, if other than December 31) of each year, beginning on March 31, 2005, with respect to the twelve months ended the immediately preceding December 31 (or other applicable date), a statement (the “Accountant’s Report”) report addressed to the Board of Directors of the Servicer Servicer, the Indenture Trustee and to the Trustees to the effect that Owner Trustee indicating (i) if such firm has Independent Accountants have audited the financial statements of Harley-Davidson Financial and issued its report thereon and the Servicer, that with respect to the twelve (12) months ended the immediately preceding December 31, such audit: (1) was made in accordance with generally accepted auditing standardsIndependent Accountants have audited the financial statements of the Servicer, and accordingly included as part of that audit, nothing came to the attention of such tests Independent Accountant that causes them to believe that the Servicer was not in compliance with any of the terms, covenants, provisions or conditions of the relevant sections of the Agreement, insofar as they relate to accounting records matters, except for such exceptions as such Independent Accountants shall believe to be immaterial and such other auditing procedures exceptions as shall be set forth in such firm considered necessary report, (ii) that in connection with the circumstances; (2) included an examination of documents and records relating to the servicing of motorcycle conditional sales contracts and promissory note and security agreements under pooling and servicing agreements substantially similar to one another (such statement to have attached thereto a schedule setting forth the pooling and servicing agreements covered thereby, including this Agreement); (3) included an examination Independent Accountant’s audit of the delinquency and loss statistics relating to Harley-Davidson Financial’s portfolio of motorcycle conditional sales contracts and promissory notes and security agreements; and (4) except as described in the statementServicer, disclosed there were no exceptions or errors in records related to Loans serviced by the records relating Servicer, except for such exceptions as such Independent Accountants shall believe to motorcycle loans serviced be immaterial and such other exceptions as shall be set forth in such report, and (iii) that the Independent Accountant has performed certain procedures as agreed by the Servicer, the Indenture Trustee (subject to the provisions of this subsection 9.04(a)) and the Owner Trustee, whereby the Independent Accountant will obtain the Monthly Report for others thatfour months with respect to the twelve (12) months ended the immediately preceding December 31 and, in the firm’s opinion, generally accepted auditing standards requires such firm to report. The Accountant’s Report shall further state that: (1) a review in accordance with agreed upon procedures was made of one randomly selected for each Monthly Report; and (2) except as disclosed in , the Report, no exceptions or errors Independent Accountant will agree all amounts in the Monthly Report so examined to the Servicer’s computer, accounting and other reports, which will include in such report any amounts which were found. (b) The Accountant’s Report shall also indicate that the firm is independent of Harley-Davidson Financial within the meaning of the Code of Professional Ethics of the American Institute of Certified Public Accountants. (c) not in agreement. In the event the such firm of Independent Accountants require requires the Indenture Trustee to agree to the procedures performed by such firmfirm of Independent Accountants, the Servicer shall direct the Indenture Trustee in writing to so agree; it being understood and agreed that the Indenture Trustee will deliver such letter of agreement in conclusive reliance upon the direction of the Servicer, and the Indenture Trustee shall will not make any independent inquiry or investigation as to, and shall have no obligation or liability in respect of, the sufficiency, validity or correctness of such procedures. (b) The Independent Accountant’s report shall also indicate that the firm is independent of the Servicer within the meaning of the Code of Professional Ethics of the American Institute of Certified Public Accountants.

Annual Report of Accountants. (a) The Servicer shall cause a firm of nationally recognized independent certified public accountants (the “"Independent Accountants”"), who may also render other services to the Servicer, Harley-Davidson Financial Servicer or to the Trust Depositorits Affiliates, to deliver to the TrusteesIndenture Trustee, the Underwriters Issuer and each Rating Agency, on or before March 31 August 1 (or 90 days after the end of the Servicer’s 's fiscal year, if other than December 31) of each year, beginning on March 31August 1, 20052001, a report addressed to the Board of Directors of the Servicer and the Indenture Trustee indicating that (i) with respect to the twelve months ended the immediately preceding December March 31 (or other applicable date), a statement (the “Accountant’s Report”) addressed to the Board of Directors of the Servicer and to the Trustees to the effect that such firm has Independent Accountants have audited the financial statements of Harley-Davidson Financial and issued its report thereon and the Servicer, that as part of that audit, nothing came to the attention of such audit: (1) Independent Accountant that causes them to believe that the Servicer was made not in accordance compliance with generally accepted auditing standards, and accordingly included such tests any of the terms, covenants, provisions or conditions of the relevant sections of the Agreement, insofar as they relate to accounting records matters, except for such exceptions as such Independent Accountants shall believe to be immaterial and such other auditing procedures exceptions as shall be set forth in such firm considered necessary report, (ii) in the circumstances; (2) included an examination of documents and records relating to the servicing of motorcycle conditional sales contracts and promissory note and security agreements under pooling and servicing agreements substantially similar to one another (such statement to have attached thereto a schedule setting forth the pooling and servicing agreements covered thereby, including this Agreement); (3) included an examination connection with Independent Accountant's audit of the delinquency and loss statistics relating to Harley-Davidson Financial’s portfolio of motorcycle conditional sales contracts and promissory notes and security agreements; and (4) except as described in the statementServicer, disclosed there were no exceptions or errors in the records relating related to motorcycle equipment leases and loans serviced by the Servicer, except for others thatsuch exceptions as such Independent Accountants shall believe to be immaterial and such other exceptions as shall be set forth in such report, in and (iii) the firm’s opinionIndependent Accountant has performed certain procedures as agreed by the Servicer, generally accepted auditing standards requires such firm the Indenture Trustee (subject to report. The Accountant’s the provisions of this Section 9.04(a)) whereby the Independent Accountant will obtain the Monthly Report shall further state that: (1) a review in accordance for four months with agreed upon procedures was made of one randomly selected respect to the twelve months ended the immediately preceding May 31 and for each Monthly Report; and (2) except as disclosed in Report the Report, no exceptions or errors Independent Accountant will agree all amounts in the Monthly Report so examined to the Servicer's computer, accounting and other reports, which will include in such report any amounts which were found. (b) The Accountant’s Report shall also indicate that the firm is independent of Harley-Davidson Financial within the meaning of the Code of Professional Ethics of the American Institute of Certified Public Accountants. (c) not in agreement. In the event the such firm of Independent Accountants require requires the Indenture Trustee to agree to the procedures performed by such firmfirm of Independent Accountants, the Servicer shall direct the Indenture Trustee in writing to so agree; it being understood and agreed that the Indenture Trustee will deliver such letter of agreement in conclusive reliance upon the direction of the Servicer, and the Indenture Trustee shall will not make any independent inquiry or investigation as to, and shall have no obligation or liability in respect of, the sufficiency, validity or correctness of such procedures. (b) The Independent Accountant's report shall also indicate that the firm is independent of the Servicer within the meaning of the Code of Professional Ethics of the American Institute of Certified Public Accountants.

Annual Report of Accountants. (a) The Servicer shall cause a firm of nationally recognized independent certified public accountants (the “Independent Accountants”), who may also render other services to the Servicer, Harley-Davidson Financial or to the Trust Depositor, to deliver to the Trustees, the Underwriters and each Rating Agency, on or before March 31 (or 90 days after the end of the Servicer’s fiscal year, if other than December 31) of each year, beginning on March 31, 2005, with respect to the twelve months ended the immediately preceding December 31 (or other applicable date)2006, a statement (the “Accountant’s Report”) addressed to the Board of Directors of the Servicer and to the Trustees to the effect that such firm has audited examined the financial statements assertion of Harley-Davidson Financial the management of the Servicer that Servicer maintained effective internal control over the servicing requirements identified in Article V of this Agreement, and reporting requirements identified in Article IX of this Agreement and issued its report thereon and that such auditexamination: (1) was made based on the criteria established in “Internal Control–Integrated Framework” issued by the Committee of Sponsoring Organizations of the Xxxxxxxx Commission; (2) was conducted in accordance with generally accepted auditing standardsattestation standards established by the American Institute of Certified Public Accountants; (3) included obtaining an understanding of the internal control over the servicing and reporting requirements identified in this Agreement, testing and evaluating the design and operating effectiveness of the internal control, and accordingly included such tests of the accounting records and performing such other auditing procedures as such firm the Independent Accountants considered necessary in the circumstances; (24) included an examination of documents and records relating to provides a reasonable basis for the servicing of motorcycle conditional sales contracts and promissory note and security agreements under pooling and servicing agreements substantially similar to one another (such statement to have attached thereto a schedule setting forth the pooling and servicing agreements covered thereby, including this Agreement); (3) included an examination of the delinquency and loss statistics relating to Harley-Davidson FinancialIndependent Accountant’s portfolio of motorcycle conditional sales contracts and promissory notes and security agreementsopinion; and (45) except as described in the statement, disclosed no exceptions or errors in concluded that the records relating to motorcycle loans serviced for others thatassertion by the management of the Servicer that it maintained effective internal control over the servicing requirements and reporting requirements of this Agreement is fairly stated, in all material respects, based on the firm’s opinion, generally accepted auditing standards requires such firm to report. The Accountant’s Report shall further state that: (1) a review criteria established in accordance with agreed upon procedures was made “Internal Control–Integrated Framework” issued by the Committee of one randomly selected Monthly Report; and (2) except as disclosed in Sponsoring Organizations of the Report, no exceptions or errors in the Monthly Report so examined were foundXxxxxxxx Commission. (b) The Accountant’s Report shall also indicate that the firm is independent of Harley-Davidson Financial within the meaning of the Code of Professional Ethics of the American Institute of Certified Public Accountants. (c) In the event the Independent Accountants require the Indenture Trustee to agree to the procedures performed by such firm, the Servicer shall direct the Indenture Trustee in writing to so agree; it being understood and agreed that the Indenture Trustee will deliver such letter of agreement in conclusive reliance upon the direction of the Servicer, and the Indenture Trustee shall not make any independent inquiry or investigation as to, and shall have no obligation or liability in respect of, the sufficiency, validity or correctness of such procedures.

Annual Report of Accountants. (a) The Servicer shall cause a firm of nationally recognized independent certified public accountants (the “"Independent Accountants”"), who may also render other services to the Servicer, Harley-Davidson Financial Servicer or to the Trust Depositorits Affiliates, to deliver to the TrusteesIndenture Trustee, the Underwriters Owner Trustee, each Swap Counterparty, the Backup Servicer and each Rating Agency, on or before March 31 (or 90 ninety (90) days after the end of the Servicer’s 's fiscal year, if other than December 31) of each year, beginning on March 31, 20052003, a report addressed to the Board of Managers of the Servicer, the Indenture Trustee and the Owner Trustee indicating that (i) with respect to the twelve (12) months ended the immediately preceding December 31, to the effect that such Independent Accountants have audited the financial statements of the Servicer, that as part of that audit, nothing came to the attention of such Independent Accountants that causes them to believe that the Servicer was not in compliance with any of the terms, covenants, provisions or conditions of the relevant sections of this Agreement, insofar as they relate to accounting matters, except for such exceptions as such Independent Accountants shall believe to be immaterial and such other exceptions as shall be set forth in such report, (ii) in connection with the Independent Accountants' audit of the Servicer, there were no exceptions or errors in records related to Loans serviced by the Servicer, except for such exceptions as such Independent Accountants shall believe to be immaterial and such other exceptions as shall be set forth in such report, (iii) the liquidity factor for each Healthcare Accounts Receivable Loan has been reviewed, has been properly reported by the Servicer and there are no Liquidity Factor Reduction Events other than those reported by the Servicer, (iv) the payment testing for Asset Based Revolvers has been reviewed and such testing is in compliance with the terms of the related Required Loan Documents and (v) the Independent Accountants have performed certain procedures as agreed by the Servicer, the Indenture Trustee and the Owner Trustee, whereby the Independent Accountants will obtain the Monthly Report for four months with respect to the twelve (12) months ended the immediately preceding December 31 (or other applicable date)and, a statement (the “Accountant’s Report”) addressed to the Board of Directors of the Servicer and to the Trustees to the effect that such firm has audited the financial statements of Harley-Davidson Financial and issued its report thereon and that such audit: (1) was made in accordance with generally accepted auditing standards, and accordingly included such tests of the accounting records and such other auditing procedures as such firm considered necessary in the circumstances; (2) included an examination of documents and records relating to the servicing of motorcycle conditional sales contracts and promissory note and security agreements under pooling and servicing agreements substantially similar to one another (such statement to have attached thereto a schedule setting forth the pooling and servicing agreements covered thereby, including this Agreement); (3) included an examination of the delinquency and loss statistics relating to Harley-Davidson Financial’s portfolio of motorcycle conditional sales contracts and promissory notes and security agreements; and (4) except as described in the statement, disclosed no exceptions or errors in the records relating to motorcycle loans serviced for others that, in the firm’s opinion, generally accepted auditing standards requires such firm to report. The Accountant’s Report shall further state that: (1) a review in accordance with agreed upon procedures was made of one randomly selected each Monthly Report; and (2) except as disclosed in , the Report, no exceptions or errors Independent Accountants will agree all amounts in the Monthly Report so examined to the Servicer's computer, accounting and other reports, which will include in such report any amounts which were found. (b) The Accountant’s Report shall also indicate that the firm is independent of Harley-Davidson Financial within the meaning of the Code of Professional Ethics of the American Institute of Certified Public Accountants. (c) not in agreement. In the event the such firm of Independent Accountants require requires the Indenture Trustee to agree to the procedures performed by such firmfirm of Independent Accountants, the Servicer shall direct the Indenture Trustee in writing to so agree; it being understood and agreed that the Indenture Trustee will deliver such letter of agreement in conclusive reliance upon the direction of the Servicer, and the Indenture Trustee shall will not make any independent inquiry or investigation as to, and shall have no obligation or liability in respect of, the sufficiency, validity or correctness of such procedures. The Independent Accountants' report shall also indicate that the firm is independent of the Servicer within the meaning of the Code of Professional Ethics of the American Institute of Certified Public Accountants.

Annual Report of Accountants. (a) The Servicer shall cause a firm of nationally recognized independent certified public accountants (the “Independent Accountants”), who may also render other services to the Servicer, Harley-Davidson Financial Servicer or to the Trust Depositorits Affiliates, to deliver to the TrusteesIndenture Trustee, the Underwriters Owner Trustee, each Hedge Counterparty, the Backup Servicer and each Rating Agency, on or before March 31 (or 90 days after the end of the Servicer’s fiscal year, if other than December 31) of each year, beginning on March 31, 20052006, a report addressed to the Board of Managers of the Servicer, the Indenture Trustee and the Owner Trustee indicating that (a) with respect to the twelve 12-months ended the immediately preceding December 31, to the effect that such Independent Accountants have audited the financial statements of the Servicer, that as part of that audit, nothing came to the attention of such Independent Accountants that causes them to believe that the Servicer was not in compliance with any of the terms, covenants, provisions or conditions of the relevant sections of this Agreement, insofar as they relate to accounting matters, except for such exceptions as such Independent Accountants shall believe to be immaterial and such other exceptions as shall be set forth in such report, (b) in connection with the Independent Accountants’ audit of the Servicer, there were no exceptions or errors in records related to Loans serviced by the Servicer, except for such exceptions as such Independent Accountants shall believe to be immaterial and such other exceptions as shall be set forth in such report, (c) the payment testing for Asset Based Revolvers has been reviewed and such testing is in compliance with the terms of the related Required Loan Documents and (d) the Independent Accountants have performed certain procedures as agreed by the Servicer, the Indenture Trustee and the Owner Trustee, whereby the Independent Accountants will obtain the Monthly Report for 4-months with respect to the 12 months ended the immediately preceding December 31 (or other applicable date)and, a statement (the “Accountant’s Report”) addressed to the Board of Directors of the Servicer and to the Trustees to the effect that such firm has audited the financial statements of Harley-Davidson Financial and issued its report thereon and that such audit: (1) was made in accordance with generally accepted auditing standards, and accordingly included such tests of the accounting records and such other auditing procedures as such firm considered necessary in the circumstances; (2) included an examination of documents and records relating to the servicing of motorcycle conditional sales contracts and promissory note and security agreements under pooling and servicing agreements substantially similar to one another (such statement to have attached thereto a schedule setting forth the pooling and servicing agreements covered thereby, including this Agreement); (3) included an examination of the delinquency and loss statistics relating to Harley-Davidson Financial’s portfolio of motorcycle conditional sales contracts and promissory notes and security agreements; and (4) except as described in the statement, disclosed no exceptions or errors in the records relating to motorcycle loans serviced for others that, in the firm’s opinion, generally accepted auditing standards requires such firm to report. The Accountant’s Report shall further state that: (1) a review in accordance with agreed upon procedures was made of one randomly selected each Monthly Report; and (2) except as disclosed in , the Report, no exceptions or errors Independent Accountants will agree all amounts in the Monthly Report so examined to the Servicer’s computer, accounting and other reports, which will include in such report any amounts which were found. (b) The Accountant’s Report shall also indicate that the firm is independent of Harley-Davidson Financial within the meaning of the Code of Professional Ethics of the American Institute of Certified Public Accountants. (c) not in agreement. In the event the such firm of Independent Accountants require requires the Indenture Trustee to agree to the procedures performed by such firmfirm of Independent Accountants, the Servicer shall direct the Indenture Trustee in writing to so agree; it being understood and agreed that the Indenture Trustee will deliver such letter of agreement in conclusive reliance upon the direction of the Servicer, and the Indenture Trustee shall will not make any independent inquiry or investigation as to, and shall have no obligation or liability in respect of, the sufficiency, validity or correctness of such procedures. The Independent Accountants’ report shall also indicate that the firm is independent of the Servicer within the meaning of the Code of Professional Ethics of the American Institute of Certified Public Accountants.

Annual Report of Accountants. (a) The Servicer shall cause a firm of nationally recognized independent certified public accountants (the “Independent Accountants”"INDEPENDENT ACCOUNTANTS"), who may also render other services to the Servicer, Harley-Davidson Financial Servicer or to the Trust Depositorits Affiliates, to deliver to the TrusteesIndenture Trustee, the Underwriters Owner Trustee, the Backup Servicer, and each Rating Agency, on or before March 31 31, 2002 (or 90 days after the end of the Servicer’s 's fiscal year, if other than December 31) of each year, beginning on March 31, 20052002, a report addressed to the Board of Directors of the Servicer, the Indenture Trustee and the Owner Trustee indicating that (i) with respect to the twelve months ended the immediately preceding December 31 (or other applicable date), a statement (the “Accountant’s Report”) addressed to the Board of Directors of the Servicer and to the Trustees to the effect that such firm has Independent Accountants have audited the financial statements of Harley-Davidson Financial and issued its report thereon and the Servicer, that as part of that audit, nothing came to the attention of such audit: (1) Independent Accountant that causes them to believe that the Servicer was made not in accordance compliance with generally accepted auditing standards, and accordingly included such tests any of the terms, covenants, provisions or conditions of the relevant sections of the Agreement, insofar as they relate to accounting records matters, except for such exceptions as such Independent Accountants shall believe to be immaterial and such other auditing procedures exceptions as shall be set forth in such firm considered necessary report, (ii) in the circumstances; (2) included an examination of documents and records relating to the servicing of motorcycle conditional sales contracts and promissory note and security agreements under pooling and servicing agreements substantially similar to one another (such statement to have attached thereto a schedule setting forth the pooling and servicing agreements covered thereby, including this Agreement); (3) included an examination connection with Independent Accountant's audit of the delinquency and loss statistics relating to Harley-Davidson Financial’s portfolio of motorcycle conditional sales contracts and promissory notes and security agreements; and (4) except as described in the statementServicer, disclosed there were no exceptions or errors in the records relating related to motorcycle loans serviced by the Servicer, except for others thatsuch exceptions as such Independent Accountants shall believe to be immaterial and such other exceptions as shall be set forth in such report, in and (iii) the firm’s opinionIndependent Accountant has performed certain procedures as agreed by the Servicer, generally accepted auditing standards requires such firm the Indenture Trustee (subject to report. The Accountant’s the provisions of this Section 9.04(a)) and the Owner Trustee, whereby the Independent Accountant will obtain the Monthly Report shall further state that: (1) a review in accordance for four months with agreed upon procedures was made of one randomly selected respect to the twelve months ended the immediately preceding December 31 and for each Monthly Report; and (2) except as disclosed in Report the Report, no exceptions or errors Independent Accountant will agree all amounts in the Monthly Report so examined to the Servicer's computer, accounting and other reports, which will include in such report any amounts which were found. (b) The Accountant’s Report shall also indicate that the firm is independent of Harley-Davidson Financial within the meaning of the Code of Professional Ethics of the American Institute of Certified Public Accountants. (c) not in agreement. In the event the such firm of Independent Accountants require requires the Indenture Trustee to agree to the procedures performed by such firmfirm of Independent Accountants, the Servicer shall direct the Indenture Trustee in writing to so agree; it being understood and agreed that the Indenture Trustee will deliver such letter of agreement in conclusive reliance upon the direction of the Servicer, and the Indenture Trustee shall will not make any independent inquiry or investigation as to, and shall have no obligation or liability in respect of, the sufficiency, validity or correctness of such procedures. (b) The Independent Accountant's report shall also indicate that the firm is independent of the Servicer within the meaning of the Code of Professional Ethics of the American Institute of Certified Public Accountants.

Annual Report of Accountants. (a) The Servicer shall cause a firm of nationally recognized independent certified public accountants (the “"Independent Accountants”"), who may also render other services to the Servicer, Harley-Davidson Financial 77 83 Servicer or to the Trust Depositorits Affiliates, to deliver to the TrusteesIndenture Trustee, the Underwriters Issuer and each Rating Agency, on or before March 31 August 1 (or 90 days after the end of the Servicer’s 's fiscal year, if other than December 31) of each year, beginning on March 31August 1, 20052001, a report addressed to the Board of Directors of the Servicer and the Indenture Trustee indicating that (i) with respect to the twelve months ended the immediately preceding December March 31 (or other applicable date), a statement (the “Accountant’s Report”) addressed to the Board of Directors of the Servicer and to the Trustees to the effect that such firm has Independent Accountants have audited the financial statements of Harley-Davidson Financial and issued its report thereon and the Servicer, that as part of that audit, nothing came to the attention of such audit: (1) Independent Accountant that causes them to believe that the Servicer was made not in accordance compliance with generally accepted auditing standards, and accordingly included such tests any of the terms, covenants, provisions or conditions of the relevant sections of the Agreement, insofar as they relate to accounting records matters, except for such exceptions as such Independent Accountants shall believe to be immaterial and such other auditing procedures exceptions as shall be set forth in such firm considered necessary report, (ii) in the circumstances; (2) included an examination of documents and records relating to the servicing of motorcycle conditional sales contracts and promissory note and security agreements under pooling and servicing agreements substantially similar to one another (such statement to have attached thereto a schedule setting forth the pooling and servicing agreements covered thereby, including this Agreement); (3) included an examination connection with Independent Accountant's audit of the delinquency and loss statistics relating to Harley-Davidson Financial’s portfolio of motorcycle conditional sales contracts and promissory notes and security agreements; and (4) except as described in the statementServicer, disclosed there were no exceptions or errors in the records relating related to motorcycle equipment leases and loans serviced by the Servicer, except for others thatsuch exceptions as such Independent Accountants shall believe to be immaterial and such other exceptions as shall be set forth in such report, in and (iii) the firm’s opinionIndependent Accountant has performed certain procedures as agreed by the Servicer, generally accepted auditing standards requires such firm the Indenture Trustee (subject to report. The Accountant’s the provisions of this Section 9.04(a)) whereby the Independent Accountant will obtain the Monthly Report shall further state that: (1) a review in accordance for four months with agreed upon procedures was made of one randomly selected respect to the twelve months ended the immediately preceding May 31 and for each Monthly Report; and (2) except as disclosed in Report the Report, no exceptions or errors Independent Accountant will agree all amounts in the Monthly Report so examined to the Servicer's computer, accounting and other reports, which will include in such report any amounts which were found. (b) The Accountant’s Report shall also indicate that the firm is independent of Harley-Davidson Financial within the meaning of the Code of Professional Ethics of the American Institute of Certified Public Accountants. (c) not in agreement. In the event the such firm of Independent Accountants require requires the Indenture Trustee to agree to the procedures performed by such firmfirm of Independent Accountants, the Servicer shall direct the Indenture Trustee in writing to so agree; it being understood and agreed that the Indenture Trustee will deliver such letter of agreement in conclusive reliance upon the direction of the Servicer, and the Indenture Trustee shall will not make any independent inquiry or investigation as to, and shall have no obligation or liability in respect of, the sufficiency, validity or correctness of such procedures. (b) The Independent Accountant's report shall also indicate that the firm is independent of the Servicer within the meaning of the Code of Professional Ethics of the American Institute of Certified Public Accountants.

Annual Report of Accountants. (a) The Servicer shall cause a firm of nationally recognized independent certified public accountants (the “Independent Accountants”"INDEPENDENT ACCOUNTANTS"), who may also render other services to the Servicer, Harley-Davidson Financial Servicer or to the Trust Depositorits Affiliates, to deliver to the Trustees, the Underwriters Trustees and each Rating Agency, on or before March 31 (or 90 days after the end of the Servicer’s 's fiscal year, if other than December 31) of each year, beginning on March 31, 2005, 2001 (i) with respect to the twelve months ended the immediately preceding December 31 (or other applicable date), a statement (the “Accountant’s Report”) report addressed to the Board of Directors of the Servicer and to the Trustees Trustees, to the effect that such firm (A) has audited the financial statements of Harley-Davidson Financial and issued its report thereon and that such audit: (1) was made in accordance with generally accepted auditing standards, and accordingly included such tests of the accounting records and such other auditing procedures as such firm considered necessary in the circumstances; (2) included an examination of reviewed certain documents and records relating to the servicing of motorcycle conditional sales contracts the Contracts in the Contracts Pool, and promissory note and security agreements under pooling and servicing agreements substantially similar to one another (B) based on such statement to have attached thereto a schedule setting forth review, such firm is of the pooling and servicing agreements covered thereby, including opinion that the Monthly Reports for such year were prepared in compliance with this Agreement); , except for such exceptions as it believes to be immaterial and such other exceptions as will be set forth in such firm's report, and (3ii) included an examination of a report with respect to the delinquency twelve months ended the immediately preceding December 31 (or other applicable date) to the effect that such accountants have applied certain agreed-upon procedures to certain documents and loss statistics relating to Harley-Davidson Financial’s portfolio of motorcycle conditional sales contracts and promissory notes and security agreements; and (4) except as described in the statement, disclosed no exceptions or errors in the records relating to motorcycle loans serviced the servicing of Contracts under this Agreement, compared the information contained in the Servicer's certificates delivered during the period covered by such report with such documents and records and that no matters came to the attention of such accountants that caused them to believe that such servicing was not conducted in compliance with this Agreement, except for others thatsuch exceptions as such accountants shall believe to be immaterial and such other exceptions as shall be set forth in such statement. A copy of such report (the "ACCOUNTANT'S REPORT") may be obtained by any Securityholder by a request in writing to the Indenture Trustee, in the firm’s opinioncase of a Noteholder, generally accepted auditing standards requires such firm or to report. The Accountant’s Report shall further state that: (1) a review in accordance with agreed upon procedures was made of one randomly selected Monthly Report; and (2) except as disclosed the Owner Trustee, in the Reportcase of a Certificateholder, no exceptions or errors in the Monthly Report so examined were found. (b) The Accountant’s Report shall also indicate that the firm is independent of Harley-Davidson Financial within the meaning of the Code of Professional Ethics of the American Institute of Certified Public Accountants. (c) addressed to its respective Corporate Trust Office. In the event the such firm of Independent Accountants require requires the Indenture Trustee to agree to the procedures performed by such firmfirm of Independent Accountants, the Servicer shall direct the Indenture Trustee in writing to so agree; it being understood and agreed that the Indenture Trustee will deliver such letter of agreement in conclusive reliance upon the direction of the Servicer, and the Indenture Trustee shall has not make made any independent inquiry or investigation as to, and shall have no obligation or liability in respect of, the sufficiency, validity or correctness of such procedures. (b) The Accountant's Report shall also indicate that the firm is independent of the Servicer within the meaning of the Code of Professional Ethics of the American Institute of Certified Public Accountants.

Annual Report of Accountants. (a) The Servicer shall cause a firm of nationally recognized independent certified public accountants (the “Independent Accountants”"INDEPENDENT ACCOUNTANTS"), who may also render other services to the Servicer, Harley-Davidson Eaglemark Financial or to the Trust Depositor, to deliver to the Trustees, the Underwriters and each Rating Agency, on or before March 31 (or 90 days after the end of the Servicer’s 's fiscal year, if other than December 31) of each year, beginning on March 31, 2005[ ], with respect to the twelve months ended the immediately preceding December 31 (or other applicable date), a statement (the “Accountant’s Report”"ACCOUNTANT'S REPORT") addressed to the Board of Directors of the Servicer and to the Trustees to the effect that such firm has audited the financial statements of Harley-Davidson Eaglemark Financial and issued its report thereon and that such audit: (1) was made in accordance with generally accepted auditing standards, and accordingly included such tests of the accounting records and such other auditing procedures as such firm considered necessary in the circumstances; (2) included an examination of documents and records relating to the servicing of motorcycle conditional sales contracts and promissory note and security agreements under pooling and servicing agreements substantially similar to one another (such statement to have attached thereto a schedule setting forth the pooling and servicing agreements covered thereby, including this Agreement); (3) included an examination of the delinquency and loss statistics relating to Harley-Davidson Eaglemark Financial’s 's portfolio of motorcycle conditional sales contracts and promissory notes and security agreementscontracts; and (4) except as described in the statement, disclosed no exceptions or errors in the records relating to motorcycle loans serviced for others that, in the firm’s 's opinion, generally accepted auditing standards requires such firm to report. The Accountant’s Report shall further state that: (1) a review in accordance with agreed upon procedures was made of one randomly selected Monthly Report; and (2) except as disclosed in the Report, no exceptions or errors in the Monthly Report so examined were found. (b) The Accountant’s Report shall also indicate that the firm is independent of Harley-Davidson Financial within the meaning of the Code of Professional Ethics of the American Institute of Certified Public Accountants. (c) In the event the Independent Accountants require the Indenture Trustee to agree to the procedures performed by such firm, the Servicer shall direct the Indenture Trustee in writing to so agree; it being understood and agreed that the Indenture Trustee will deliver such letter of agreement in conclusive reliance upon the direction of the Servicer, and the Indenture Trustee shall not make any independent inquiry or investigation as to, and shall have no obligation or liability in respect of, the sufficiency, validity or correctness of such procedures.

Annual Report of Accountants. (a) The Servicer shall cause a firm of nationally recognized independent certified public accountants (the “Independent Accountants”), who may also render other services to the Servicer, Harley-Davidson Financial Servicer or to the Trust Depositorits Affiliates, to deliver to the TrusteesIndenture Trustee, the Underwriters Owner Trustee, each Hedge Counterparty, the Backup Servicer and each Rating Agency, on or before March 31 (or 90 days after the end of the Servicer’s fiscal year, if other than December 31) of each year, beginning on March 31, 2005, a report addressed to the Board of Managers of the Servicer, the Indenture Trustee and the Owner Trustee indicating that (a) with respect to the twelve 12-months ended the immediately preceding December 31, to the effect that such Independent Accountants have audited the financial statements of the Servicer, that as part of that audit, nothing came to the attention of such Independent Accountants that causes them to believe that the Servicer was not in compliance with any of the terms, covenants, provisions or conditions of the relevant sections of this Agreement, insofar as they relate to accounting matters, except for such exceptions as such Independent Accountants shall believe to be immaterial and such other exceptions as shall be set forth in such report, (b) in connection with the Independent Accountants’ audit of the Servicer, there were no exceptions or errors in records related to Loans serviced by the Servicer, except for such exceptions as such Independent Accountants shall believe to be immaterial and such other exceptions as shall be set forth in such report, (c) the payment testing for Asset Based Revolvers has been reviewed and such testing is in compliance with the terms of the related Required Loan Documents and (d) the Independent Accountants have performed certain procedures as agreed by the Servicer, the Indenture Trustee and the Owner Trustee, whereby the Independent Accountants will obtain the Monthly Report for 4-months with respect to the 12-months ended the immediately preceding December 31 (or other applicable date)and, a statement (the “Accountant’s Report”) addressed to the Board of Directors of the Servicer and to the Trustees to the effect that such firm has audited the financial statements of Harley-Davidson Financial and issued its report thereon and that such audit: (1) was made in accordance with generally accepted auditing standards, and accordingly included such tests of the accounting records and such other auditing procedures as such firm considered necessary in the circumstances; (2) included an examination of documents and records relating to the servicing of motorcycle conditional sales contracts and promissory note and security agreements under pooling and servicing agreements substantially similar to one another (such statement to have attached thereto a schedule setting forth the pooling and servicing agreements covered thereby, including this Agreement); (3) included an examination of the delinquency and loss statistics relating to Harley-Davidson Financial’s portfolio of motorcycle conditional sales contracts and promissory notes and security agreements; and (4) except as described in the statement, disclosed no exceptions or errors in the records relating to motorcycle loans serviced for others that, in the firm’s opinion, generally accepted auditing standards requires such firm to report. The Accountant’s Report shall further state that: (1) a review in accordance with agreed upon procedures was made of one randomly selected each Monthly Report; and (2) except as disclosed in , the Report, no exceptions or errors Independent Accountants will agree all amounts in the Monthly Report so examined to the Servicer’s computer, accounting and other reports, which will include in such report any amounts which were found. (b) The Accountant’s Report shall also indicate that the firm is independent of Harley-Davidson Financial within the meaning of the Code of Professional Ethics of the American Institute of Certified Public Accountants. (c) not in agreement. In the event the such firm of Independent Accountants require requires the Indenture Trustee to agree to the procedures performed by such firmfirm of Independent Accountants, the Servicer shall direct the Indenture Trustee in writing to so agree; it being understood and agreed that the Indenture Trustee will deliver such letter of agreement in conclusive reliance upon the direction of the Servicer, and the Indenture Trustee shall will not make any independent inquiry or investigation as to, and shall have no obligation or liability in respect of, the sufficiency, validity or correctness of such procedures. The Independent Accountants’ report shall also indicate that the firm is independent of the Servicer within the meaning of the Code of Professional Ethics of the American Institute of Certified Public Accountants.

Annual Report of Accountants. (a) The Servicer shall cause a firm of nationally recognized independent certified public accountants (the “Independent Accountants”"INDEPENDENT ACCOUNTANTS"), who may also render other services to the Servicer, Harley-Davidson Financial Servicer or to the Trust Depositor, to deliver to the Trustees, the Underwriters Trustee and each Rating Agency, on or before March 31 (or 90 days after the end of the Servicer’s 's fiscal year, if other than December 31) of each year, beginning on March 31__________, 20052000, with respect to the twelve months ended the immediately preceding December 31 (or other applicable date), a statement (the “Accountant’s Report”"ACCOUNTANT'S REPORT") addressed to the Board of Directors of the Servicer and to the Trustees Trustee to the effect that such firm has audited the financial statements of Harley-Davidson Financial the direct or indirect parent of the Servicer and issued its report thereon and that such audit: (1) was made in accordance with generally accepted auditing standards, and accordingly included such tests of the accounting records and such other auditing procedures as such firm considered necessary in the circumstances; (2) included an examination of documents and records relating to the servicing of motorcycle conditional motor vehicle retail installment sales contracts and promissory note and security agreements under pooling and servicing agreements substantially similar to one another (such statement to have attached thereto a schedule setting forth the pooling and servicing agreements covered thereby, including this Agreement); (3) included an examination of the delinquency and loss statistics relating to Harley-Davidson Financial’s Servicer's portfolio of motorcycle conditional motor vehicle retail installment sales contracts and promissory notes and security agreementscontracts; and (4) except as described in the statement, disclosed no exceptions or errors in the records relating to motorcycle motor vehicle loans serviced for others that, in the firm’s 's opinion, generally accepted auditing standards requires such firm to report. The Accountant’s 's Report shall further state that: (1) a review in accordance with agreed upon procedures was made of one randomly selected Monthly Report; and (2) except as disclosed in the Report, no exceptions or errors in the Monthly Report so examined were found. (b) The Accountant’s 's Report shall also indicate that the firm is independent of Harley-Davidson Financial the Seller and the Servicer and the Servicer's direct or indirect parent within the meaning of the Code of Professional Ethics of the American Institute of Certified Public Accountants. (c) In the event the Independent Accountants require the Indenture Trustee to agree to the procedures performed by such firm, the Servicer shall direct the Indenture Trustee in writing to so agree; it being understood and agreed that the Indenture Trustee will deliver such letter of agreement in conclusive reliance upon the direction of the Servicer, and the Indenture Trustee shall not make any independent inquiry or investigation as to, and shall have no obligation or liability in respect of, the sufficiency, validity or correctness of such procedures.

Annual Report of Accountants. (a) The Servicer shall cause a firm of nationally recognized independent certified public accountants (the “"Independent Accountants”"), who may also render other services to the Servicer, Harley-Davidson Financial Servicer or to the Trust Depositorits Affiliates, to deliver to the Trustees, the Underwriters Trustees and each Rating Agency, on or before March January 31 (or 90 120 days after the end of the Servicer’s 's fiscal year, if other than December 31) of each year, beginning on March January 31, 2005, 2000 (i) with respect to the twelve months ended the immediately preceding December 31 (or other applicable date), a statement (the “Accountant’s Report”) report addressed to the Board of Directors of the Servicer and to the Trustees Trustees, to the effect that such firm (A) has audited the financial statements of Harley-Davidson Financial and issued its report thereon and that such audit: (1) was made in accordance with generally accepted auditing standards, and accordingly included such tests of the accounting records and such other auditing procedures as such firm considered necessary in the circumstances; (2) included an examination of reviewed certain documents and records relating to the servicing of motorcycle conditional sales contracts the Contracts in the Contract Pool, and promissory note and security agreements under pooling and servicing agreements substantially similar to one another (B) based on such statement to have attached thereto a schedule setting forth review, such firm is of the pooling and servicing agreements covered thereby, including opinion that the Monthly Reports for such year were prepared in compliance with this Agreement); , except for such exceptions as it believes to be immaterial and such other exceptions as will be set forth in such firm's report, and (3ii) included an examination of a report with respect to the delinquency twelve months ended the immediately preceding December 31 (or other applicable date) to the effect that such accountants have applied certain agreed-upon procedures to certain documents and loss statistics relating to Harley-Davidson Financial’s portfolio of motorcycle conditional sales contracts and promissory notes and security agreements; and (4) except as described in the statement, disclosed no exceptions or errors in the records relating to motorcycle loans serviced the servicing of Contracts under this Agreement, compared the information contained in the Servicer's certificates delivered during the period covered by such report with such documents and records and that no matters came to the attention of such accountants that caused them to believe that such servicing was not conducted in compliance with this Agreement, except for others thatsuch exceptions as such accountants shall believe to be immaterial and such other exceptions as shall be set forth in such statement. A copy of such report (the "Accountant's Report") may be obtained by any Securityholder by a request in writing to the Indenture Trustee, in the firm’s opinioncase of a Noteholder, generally accepted auditing standards requires such firm or to report. The Accountant’s Report shall further state that: (1) a review in accordance with agreed upon procedures was made of one randomly selected Monthly Report; and (2) except as disclosed the Owner Trustee, in the Reportcase of a Certificateholder, no exceptions or errors in the Monthly Report so examined were found. (b) The Accountant’s Report shall also indicate that the firm is independent of Harley-Davidson Financial within the meaning of the Code of Professional Ethics of the American Institute of Certified Public Accountants. (c) addressed to its respective Corporate Trust Office. In the event the such firm of Independent Accountants require requires the Indenture Trustee to agree to the procedures performed by such firmfirm of Independent Accountants, the Servicer shall direct the Indenture Trustee in writing to so agree; it being understood and agreed that the Indenture Trustee will deliver such letter of agreement in conclusive reliance upon the direction of the Servicer, and the Indenture Trustee shall has not make made any independent inquiry or investigation as to, and shall have no obligation or liability in respect of, the sufficiency, validity or correctness of such procedures. (b) The Accountant's Report shall also indicate that the firm is independent of the Servicer within the meaning of the Code of Professional Ethics of the American Institute of Certified Public Accountants.

Annual Report of Accountants. (a) The Servicer shall cause a firm of nationally recognized independent certified public accountants (the “Independent Accountants”"INDEPENDENT ACCOUNTANTS"), who may also render other services to the Servicer, Harley-Davidson Financial or to the Trust Depositor, to deliver to the Trustees, the Underwriters and each Rating Agency, on or before March 31 (or 90 days after the end of the Servicer’s 's fiscal year, if other than December 31) of each year, beginning on March 31, 20052002, with respect to the twelve months ended the immediately preceding December 31 (or other applicable date), a statement (the “Accountant’s Report”"ACCOUNTANT'S REPORT") addressed to the Board of Directors of the Servicer and to the Trustees to the effect that such firm has audited the financial statements of Harley-Davidson Financial and issued its report thereon and that such audit: (1) was made in accordance with generally accepted auditing standards, and accordingly included such tests of the accounting records and such other auditing procedures as such firm considered necessary in the circumstances; (2) included an examination of documents and records relating to the servicing of motorcycle conditional sales contracts and promissory note and security agreements under pooling and servicing agreements substantially similar to one another (such statement to have attached thereto a schedule setting forth the pooling and servicing agreements covered thereby, including this Agreement); (3) included an examination of the delinquency and loss statistics relating to Harley-Davidson Financial’s 's portfolio of motorcycle conditional sales contracts and promissory notes and security agreementscontracts; and (4) except as described in the statement, disclosed no exceptions or errors in the records relating to motorcycle loans serviced for others that, in the firm’s 's opinion, generally accepted auditing standards requires such firm to report. The Accountant’s Report shall further state that: (1) a review in accordance with agreed upon procedures was made of one randomly selected Monthly Report; and (2) except as disclosed in the Report, no exceptions or errors in the Monthly Report so examined were found. (b) The Accountant’s Report shall also indicate that the firm is independent of Harley-Davidson Financial within the meaning of the Code of Professional Ethics of the American Institute of Certified Public Accountants. (c) In the event the Independent Accountants require the Indenture Trustee to agree to the procedures performed by such firm, the Servicer shall direct the Indenture Trustee in writing to so agree; it being understood and agreed that the Indenture Trustee will deliver such letter of agreement in conclusive reliance upon the direction of the Servicer, and the Indenture Trustee shall not make any independent inquiry or investigation as to, and shall have no obligation or liability in respect of, the sufficiency, validity or correctness of such procedures.

Annual Report of Accountants. (a) The Servicer shall cause a firm of nationally recognized independent certified public accountants (the “Independent Accountants”"INDEPENDENT ACCOUNTANTS"), who may also render other services to the Servicer, Harley-Davidson Financial or to the Trust Depositor, to deliver to the Trustees, the Underwriters and each Rating Agency, on or before March 31 (or 90 days after the end of the Servicer’s 's fiscal year, if other than December 31) of each year, beginning on March 31, 20052004, with respect to the twelve months ended the immediately preceding December 31 (or other applicable date), a statement (the “Accountant’s Report”"ACCOUNTANT'S REPORT") addressed to the Board of Directors of the Servicer and to the Trustees to the effect that such firm has audited the financial statements of Harley-Davidson Financial and issued its report thereon and that such audit: (1) was made in accordance with generally accepted auditing standards, and accordingly included such tests of the accounting records and such other auditing procedures as such firm considered necessary in the circumstances; (2) included an examination of documents and records relating to the servicing of motorcycle conditional sales contracts and promissory note and security agreements under pooling and servicing agreements substantially similar to one another (such statement to have attached thereto a schedule setting forth the pooling and servicing agreements covered thereby, including this Agreement); (3) included an examination of the delinquency and loss statistics relating to Harley-Davidson Financial’s 's portfolio of motorcycle conditional sales contracts and promissory notes note and security agreements; and (4) except as described in the statement, disclosed no exceptions or errors in the records relating to motorcycle loans serviced for others that, in the firm’s 's opinion, generally accepted auditing standards requires such firm to report. The Accountant’s 's Report shall further state that: (1) a review in accordance with agreed upon procedures was made of one randomly selected Monthly Report; and (2) except as disclosed in the Report, no exceptions or errors in the Monthly Report so examined were found. (b) The Accountant’s 's Report shall also indicate that the firm is independent of Harley-Davidson Financial within the meaning of the Code of Professional Ethics of the American Institute of Certified Public Accountants. (c) In the event the Independent Accountants require the Indenture Trustee to agree to the procedures performed by such firm, the Servicer shall direct the Indenture Trustee in writing to so agree; it being understood and agreed that the Indenture Trustee will deliver such letter of agreement in conclusive reliance upon the direction of the Servicer, and the Indenture Trustee 57 shall not make any independent inquiry or investigation as to, and shall have no obligation or liability in respect of, the sufficiency, validity or correctness of such procedures.

Annual Report of Accountants. (a) The Servicer shall cause a firm of nationally recognized independent certified public accountants (the “"Independent Accountants”"), who may also render other services to the Servicer, Harley-Davidson Financial Servicer or to the Trust Depositorits Affiliates, to deliver to the TrusteesIndenture Trustee, the Underwriters Owner Trustee and each Rating Agency, on or before March 31 June 30 (or 90 days after the end of the Servicer’s 's fiscal year, if other than December 31) of each year, beginning on March 31June 30, 20052000, a report addressed to the Board of Directors of the Servicer, the Indenture Trustee and the Owner Trustee indicating that (i) with respect to the twelve months ended the immediately preceding December March 31 (or other applicable date), a statement (the “Accountant’s Report”) addressed to the Board of Directors of the Servicer and to the Trustees to the effect that such firm has independent Accountants have audited the financial statements of Harley-Davidson Financial and issued its report thereon and the Servicer, that as part of that audit, nothing came to the attention of such audit: (1) Independent Accountant that causes them to believe that the Servicer was made not in accordance compliance with generally accepted auditing standards, and accordingly included such tests any of the terms, covenants, provisions or conditions of the relevant sections of the Agreement, insofar as they relate to accounting records matters, except for such exceptions as such Independent Accountants shall believe to be immaterial and such other auditing procedures exceptions as shall be set forth in such firm considered necessary report, (ii) in the circumstances; (2) included an examination of documents and records relating to the servicing of motorcycle conditional sales contracts and promissory note and security agreements under pooling and servicing agreements substantially similar to one another (such statement to have attached thereto a schedule setting forth the pooling and servicing agreements covered thereby, including this Agreement); (3) included an examination connection with Independent Accountant's audit of the delinquency and loss statistics relating to Harley-Davidson Financial’s portfolio of motorcycle conditional sales contracts and promissory notes and security agreements; and (4) except as described in the statementServicer, disclosed there were no exceptions or errors in the records relating related to motorcycle equipment leases and loans serviced by the Servicer, except for others thatsuch exceptions as such Independent Accountants shall believe to be immaterial and such other exceptions as shall be set forth in such report, in and (iii) the firm’s opinionIndependent Accountant has performed certain procedures as agreed by the Servicer, generally accepted auditing standards requires such firm the Indenture Trustee (subject to report. The Accountant’s the provisions of this Section 9.04(a)) and Owner Trustee, whereby the Independent Accountant will obtain the Monthly Report shall further state that: (1) a review in accordance for four months with agreed upon procedures was made of one randomly selected respect to the twelve months ended the immediately preceding March 31 and for each Monthly Report; and (2) except as disclosed in Report the Report, no exceptions or errors Independent Accountant will agree all amounts in the Monthly Report so examined to the Servicer's computer, accounting and other reports, which will include in such report any amounts which were found. (b) The Accountant’s Report shall also indicate that the firm is independent of Harley-Davidson Financial within the meaning of the Code of Professional Ethics of the American Institute of Certified Public Accountants. (c) not in agreement. In the event the such firm of Independent Accountants require requires the Indenture Trustee to agree to the procedures performed by such firmfirm of Independent Accountants, the Servicer shall direct the Indenture Trustee in writing to so agree; it being understood and agreed that the Indenture Trustee will deliver such letter of agreement in conclusive reliance upon the direction of the Servicer, and the Indenture Trustee shall has not make made any independent inquiry or investigation as to, and shall have no obligation or liability in respect of, the sufficiency, validity or correctness of such procedures.

Annual Report of Accountants. (a) The Servicer shall cause a firm of nationally recognized independent certified public accountants (the “Independent Accountants”"INDEPENDENT ACCOUNTANTS"), who may also render other services to the Servicer, Harley-Davidson Financial or to the Trust Depositor, to deliver to the Trustees, the Underwriters and each Rating Agency, on or before March 31 (or 90 days after the end of the Servicer’s 's fiscal year, if other than December 31) of each year, beginning on March 31, 20052003, with respect to the twelve months ended the immediately preceding December 31 (or other applicable date), a statement (the “Accountant’s Report”"ACCOUNTANT'S REPORT") addressed to the Board of Directors of the Servicer and to the Trustees to the effect that such firm has audited the financial statements of Harley-Davidson Financial and issued its report thereon and that such audit: (1) was made in accordance with generally accepted auditing standards, and accordingly included such tests of the accounting records and such other auditing procedures as such firm considered necessary in the circumstances; (2) included an examination of documents and records relating to the servicing of motorcycle conditional sales contracts and promissory note and security agreements under pooling and servicing agreements substantially similar to one another (such statement to have attached thereto a schedule setting forth the pooling and servicing agreements covered thereby, including this Agreement); (3) included an examination of the delinquency and loss statistics relating to Harley-Davidson Financial’s 's portfolio of motorcycle conditional sales contracts and promissory notes note and security agreements; and (4) except as described in the statement, disclosed no exceptions or errors in the records relating to motorcycle loans serviced for others that, in the firm’s 's opinion, generally accepted auditing standards requires such firm to report. The Accountant’s 's Report shall further state that: (1) a review in accordance with agreed upon procedures was made of one randomly selected Monthly Report; andand 57 (2) except as disclosed in the Report, no exceptions or errors in the Monthly Report so examined were found. (b) The Accountant’s 's Report shall also indicate that the firm is independent of Harley-Davidson Financial within the meaning of the Code of Professional Ethics of the American Institute of Certified Public Accountants. (c) In the event the Independent Accountants require the Indenture Trustee to agree to the procedures performed by such firm, the Servicer shall direct the Indenture Trustee in writing to so agree; it being understood and agreed that the Indenture Trustee will deliver such letter of agreement in conclusive reliance upon the direction of the Servicer, and the Indenture Trustee shall not make any independent inquiry or investigation as to, and shall have no obligation or liability in respect of, the sufficiency, validity or correctness of such procedures.

Annual Report of Accountants. (a) The Servicer shall cause a firm of nationally recognized independent certified public accountants (the “Independent Accountants”"INDEPENDENT ACCOUNTANTS"), who may also render other services to the Servicer, Harley-Davidson Financial the Seller or to the Trust Depositor, to deliver to the Trustees, the Underwriters Trustees and each Rating Agency, on or before March 31 (or 90 days after the end of the Servicer’s 's fiscal year, if other than December 31) of each year, beginning on March 31[ ], 20052001, with respect to the twelve months ended the immediately preceding December 31 (or other applicable date), a statement (the “Accountant’s Report”"ACCOUNTANT'S REPORT") addressed to the Board of Directors of the Servicer and to the Trustees to the effect that such firm has audited the financial statements of Harley-Davidson Financial the direct or indirect parent of the Servicer and issued its report thereon and that such audit: (1) was made in accordance with generally accepted auditing standards, and accordingly included such tests of the accounting records and such other auditing procedures as such firm considered necessary in the circumstances; (2) included an examination of documents and records relating to the servicing of motorcycle conditional sales motor vehicle installment sale contracts and promissory note and security agreements under pooling and servicing agreements substantially similar to one another (such statement to have attached thereto a schedule setting forth the pooling and servicing agreements covered thereby, including this Agreement); (3) included an examination of the delinquency and loss statistics relating to Harley-Davidson Financial’s the Servicer's portfolio of motorcycle conditional sales contracts and promissory notes and security agreementsmotor vehicle installment sale contracts; and (4) except as described in the statement, disclosed no exceptions or errors in the records relating to motorcycle motor vehicle loans serviced for others that, in the firm’s 's opinion, generally accepted auditing standards requires such firm to report. The Accountant’s Report shall further state that: (1) a review in accordance with agreed upon procedures was made of one randomly selected Monthly Report; and (2) except as disclosed in the Report, no exceptions or errors in the Monthly Report so examined were found. (b) The Accountant’s Report shall also indicate that the firm is independent of Harley-Davidson Financial within the meaning of the Code of Professional Ethics of the American Institute of Certified Public Accountants. (c) In the event the Independent Accountants require the Indenture Trustee to agree to the procedures performed by such firm, the Servicer shall direct the Indenture Trustee in writing to so agree; it being understood and agreed that the Indenture Trustee will deliver such letter of agreement in conclusive reliance upon the direction of the Servicer, and the Indenture Trustee shall not make any independent inquiry or investigation as to, and shall have no obligation or liability in respect of, the sufficiency, validity or correctness of such procedures.

Annual Report of Accountants. (a) The Servicer shall cause a firm of nationally recognized independent certified public accountants (the “"Independent Accountants”"), who may also render other services to the Servicer, Harley-Davidson Financial Servicer or to the Trust Depositorits Affiliates, to deliver to the TrusteesIndenture Trustee, the Underwriters Owner Trustee, each Hedge Counterparty, the Backup Servicer and each Rating Agency, on or before March 31 (or 90 ninety (90) days after the end of the Servicer’s 's fiscal year, if other than December 31) of each year, beginning on March 31, 20052003, a report addressed to the Board of Managers of the Servicer, the Indenture Trustee and the Owner Trustee indicating that (i) with respect to the twelve (12) months ended the immediately preceding December 31, to the effect that such Independent Accountants have audited the financial statements of the Servicer, that as part of that audit, nothing came to the attention of such Independent Accountants that causes them to believe that the Servicer was not in compliance with any of the terms, covenants, provisions or conditions of the relevant sections of this Agreement, insofar as they relate to accounting matters, except for such exceptions as such Independent Accountants shall believe to be immaterial and such other exceptions as shall be set forth in such report, (ii) in connection with the Independent Accountants' audit of the Servicer, there were no exceptions or errors in records related to Loans serviced by the Servicer, except for such exceptions as such Independent Accountants shall believe to be immaterial and such other exceptions as shall be set forth in such report, (iii) the liquidity factor for each Healthcare Accounts Receivable Loan has been reviewed, has been properly reported by the Servicer and there are no Liquidity Factor Reduction Events other than those reported by the Servicer, (iv) the payment testing for Asset Based Revolvers has been reviewed and such testing is in compliance with the terms of the related Required Loan Documents and (v) the Independent Accountants have performed certain procedures as agreed by the Servicer, the Indenture Trustee and the Owner Trustee, whereby the Independent Accountants will obtain the Monthly Report for four months with respect to the twelve (12) months ended the immediately preceding December 31 (or other applicable date)and, a statement (the “Accountant’s Report”) addressed to the Board of Directors of the Servicer and to the Trustees to the effect that such firm has audited the financial statements of Harley-Davidson Financial and issued its report thereon and that such audit: (1) was made in accordance with generally accepted auditing standards, and accordingly included such tests of the accounting records and such other auditing procedures as such firm considered necessary in the circumstances; (2) included an examination of documents and records relating to the servicing of motorcycle conditional sales contracts and promissory note and security agreements under pooling and servicing agreements substantially similar to one another (such statement to have attached thereto a schedule setting forth the pooling and servicing agreements covered thereby, including this Agreement); (3) included an examination of the delinquency and loss statistics relating to Harley-Davidson Financial’s portfolio of motorcycle conditional sales contracts and promissory notes and security agreements; and (4) except as described in the statement, disclosed no exceptions or errors in the records relating to motorcycle loans serviced for others that, in the firm’s opinion, generally accepted auditing standards requires such firm to report. The Accountant’s Report shall further state that: (1) a review in accordance with agreed upon procedures was made of one randomly selected each Monthly Report; and (2) except as disclosed in , the Report, no exceptions or errors Independent Accountants will agree all amounts in the Monthly Report so examined to the Servicer's computer, accounting and other reports, which will include in such report any amounts which were found. (b) The Accountant’s Report shall also indicate that the firm is independent of Harley-Davidson Financial within the meaning of the Code of Professional Ethics of the American Institute of Certified Public Accountants. (c) not in agreement. In the event the such firm of Independent Accountants require requires the Indenture Trustee to agree to the procedures performed by such firmfirm of Independent Accountants, the Servicer shall direct the Indenture Trustee in writing to so agree; it being understood and agreed that the Indenture Trustee will deliver such letter of agreement in conclusive reliance upon the direction of the Servicer, and the Indenture Trustee shall will not make any independent inquiry or investigation as to, and shall have no obligation or liability in respect of, the sufficiency, validity or correctness of such procedures. The Independent Accountants' report shall also indicate that the firm is independent of the Servicer within the meaning of the Code of Professional Ethics of the American Institute of Certified Public Accountants.

Annual Report of Accountants. (a) The Servicer shall cause a firm of nationally recognized independent certified public accountants (the “Independent Accountants”"INDEPENDENT ACCOUNTANTS"), who may also render other services to the Servicer, Harley-Davidson Financial Servicer or to the Trust Depositor, to deliver to the TrusteesTrustee, the Underwriters Placement Agent and each Rating Agency, on or before March 31 (or 90 days after the end of the Servicer’s 's fiscal year, if other than December 31) of each year, beginning on March 31, 20051997, with respect to the twelve months ended the immediately preceding December 31 (or other applicable date), a statement (the “Accountant’s Report”"ACCOUNTANT'S REPORT") addressed to the Board of Directors of the Servicer and to the Trustees Trustee to the effect that such firm has audited the financial statements of Harley-Davidson Financial the Servicer and issued its report thereon and that such audit: (1) was made in accordance with generally accepted auditing standards, and accordingly included such tests of the accounting records and such other auditing procedures as such firm considered necessary in the circumstances; (2) included an examination of documents and records relating to the servicing of motorcycle conditional sales contracts and promissory note and security agreements under pooling and servicing agreements substantially similar to one another (such statement to have attached thereto a schedule setting forth the pooling and servicing agreements covered thereby, including this Agreement); (3) included an examination of the delinquency and loss statistics relating to Harley-Davidson Financial’s the Servicer's portfolio of motorcycle conditional sales contracts and promissory notes and security agreementscontracts; and (4) except as described in the statement, disclosed no exceptions or errors in the records relating to motorcycle loans serviced for others that, in the firm’s 's opinion, generally accepted auditing standards requires such firm to report. The Accountant’s 's Report shall further state that: (1) a review in accordance with agreed upon procedures was made of one randomly selected Monthly Report; Report and (2) except as disclosed in the Report, no exceptions or errors in the Monthly Report so examined were found. (b) The Accountant’s 's Report shall also indicate that the firm is independent of Harley-Davidson Financial the Servicer within the meaning of the Code of Professional Ethics of the American Institute of Certified Public Accountants. (c) In the event the Independent Accountants require the Indenture Trustee to agree to the procedures performed by such firm, the Servicer shall direct the Indenture Trustee in writing to so agree; it being understood and agreed that the Indenture Trustee will deliver such letter of agreement in conclusive reliance upon the direction of the Servicer, and the Indenture Trustee shall not make any independent inquiry or investigation as to, and shall have no obligation or liability in respect of, the sufficiency, validity or correctness of such procedures.

Annual Report of Accountants. (a) The Servicer shall cause a firm of nationally recognized independent certified public accountants (the “"Independent Accountants”"), who may also render other services to the Servicer, Harley-Davidson Financial Servicer or to the Trust Depositorits Affiliates, to deliver to the TrusteesIndenture Trustee, the Underwriters Owner Trustee, each Swap Counterparty, the Backup Servicer and each Rating Agency, on or before March 31 (or 90 ninety (90) days after the end of the Servicer’s 's fiscal year, if other than December 31) of each year, beginning on March 31, 2005, with respect to the twelve months ended the immediately preceding December 31 (or other applicable date)2004, a statement (the “Accountant’s Report”) report addressed to the Board of Directors of the Servicer Servicer, the Indenture Trustee and the Owner Trustee indicating that (i) with respect to the Trustees twelve (12) months ended the immediately preceding December 31, to the effect that such firm has Independent Accountants have audited the financial statements of Harley-Davidson Financial and issued its report thereon and the Servicer, that as part of that audit, nothing came to the attention of such audit: (1) Independent Accountant that causes them to believe that the Servicer was made not in accordance compliance with generally accepted auditing standards, and accordingly included such tests any of the terms, covenants, provisions or conditions of the relevant sections of the Agreement, insofar as they relate to accounting records matters, except for such exceptions as such Independent Accountants shall believe to be immaterial and such other auditing procedures exceptions as shall be set forth in such firm considered necessary report, (ii) in connection with the circumstances; (2) included an examination of documents and records relating to the servicing of motorcycle conditional sales contracts and promissory note and security agreements under pooling and servicing agreements substantially similar to one another (such statement to have attached thereto a schedule setting forth the pooling and servicing agreements covered thereby, including this Agreement); (3) included an examination Independent Accountant's audit of the delinquency and loss statistics relating to Harley-Davidson Financial’s portfolio of motorcycle conditional sales contracts and promissory notes and security agreements; and (4) except as described in the statementServicer, disclosed there were no exceptions or errors in records related to Loans serviced by the records relating Servicer, except for such exceptions as such Independent Accountants shall believe to motorcycle loans serviced be immaterial and such other exceptions as shall be set forth in such report, and (iii) the Independent Accountant has performed certain procedures as agreed by the Servicer, the Indenture Trustee (subject to the provisions of this subsection 9.04(a)) and the Owner Trustee, whereby the Independent Accountant will obtain the Monthly Report for others thatfour months with respect to the twelve (12) months ended the immediately preceding December 31 and, in the firm’s opinion, generally accepted auditing standards requires such firm to report. The Accountant’s Report shall further state that: (1) a review in accordance with agreed upon procedures was made of one randomly selected for each Monthly Report; and (2) except as disclosed in , the Report, no exceptions or errors Independent Accountant will agree all amounts in the Monthly Report so examined to the Servicer's computer, accounting and other reports, which will include in such report any amounts which were found. (b) The Accountant’s Report shall also indicate that the firm is independent of Harley-Davidson Financial within the meaning of the Code of Professional Ethics of the American Institute of Certified Public Accountants. (c) not in agreement. In the event the such firm of Independent Accountants require requires the Indenture Trustee to agree to the procedures performed by such firmfirm of Independent Accountants, the Servicer shall direct the Indenture Trustee in writing to so agree; it being understood and agreed that the Indenture Trustee will deliver such letter of agreement in conclusive reliance upon the direction of the Servicer, and the Indenture Trustee shall will not make any independent inquiry or investigation as to, and shall have no obligation or liability in respect of, the sufficiency, validity or correctness of such procedures. (b) The Independent Accountant's report shall also indicate that the firm is independent of the Servicer within the meaning of the Code of Professional Ethics of the American Institute of Certified Public Accountants.

Annual Report of Accountants. (a) The Servicer shall cause a firm of nationally recognized independent certified public accountants (the “Independent Accountants”"INDEPENDENT ACCOUNTANTS"), who may also render other services to the Servicer, Harley-Davidson Eaglemark Financial or to the Trust Depositor, to deliver to the TrusteesTrustee, the Underwriters Placement Agent and each Rating Agency, on or before March 31 (or 90 days after the end of the Servicer’s 's fiscal year, if other than December 31) of each year, beginning on March 31, 20051997, with respect to the twelve months ended the immediately preceding December 31 (or other applicable date), a statement (the “Accountant’s Report”"ACCOUNTANT'S REPORT") addressed to the Board of Directors of the Servicer and to the Trustees Trustee to the effect that such firm has audited the financial statements of Harley-Davidson Eaglemark Financial and issued its report thereon and that such audit: (1) was made in accordance with generally accepted auditing standards, and accordingly included such tests of the accounting records and such other auditing procedures as such firm considered necessary in the circumstances; (2) included an examination of documents and records relating to the servicing of motorcycle conditional sales contracts and promissory note and security agreements under pooling and servicing agreements substantially similar to one another (such statement to have attached thereto a schedule setting forth the pooling and servicing agreements covered thereby, including this Agreement); (3) included an examination of the delinquency and loss statistics relating to Harley-Davidson Eaglemark Financial’s 's portfolio of motorcycle conditional sales contracts and promissory notes and security agreementscontracts; and (4) except as described in the statement, disclosed no exceptions or errors in the records relating to motorcycle loans serviced for others that, in the firm’s 's opinion, generally accepted auditing standards requires such firm to report. The Accountant’s 's Report shall further state that: (1) a review in accordance with agreed upon procedures was made of one randomly selected Monthly Report; Report and (2) except as disclosed in the Report, no exceptions or errors in the Monthly Report so examined were found. (b) The Accountant’s 's Report shall also indicate that the firm is independent of Harley-Davidson Eaglemark Financial within the meaning of the Code of Professional Ethics of the American Institute of Certified Public Accountants. (c) In the event the Independent Accountants require the Indenture Trustee to agree to the procedures performed by such firm, the Servicer shall direct the Indenture Trustee in writing to so agree; it being understood and agreed that the Indenture Trustee will deliver such letter of agreement in conclusive reliance upon the direction of the Servicer, and the Indenture Trustee shall not make any independent inquiry or investigation as to, and shall have no obligation or liability in respect of, the sufficiency, validity or correctness of such procedures.

Annual Report of Accountants. (a) The Servicer shall cause a firm of nationally recognized independent certified public accountants (the “Independent Accountants”"INDEPENDENT ACCOUNTANTS"), who may also render other services to the Servicer, Harley-Davidson Financial the Seller or to the Trust Depositor, to deliver to the Trustees, the Underwriters and each Rating Agency, on or before March 31 (or 90 days after the end of the Servicer’s 's fiscal year, if other than December 31) of each year, beginning on March 31, 20052001, with respect to the twelve months ended the immediately preceding December 31 (or other applicable date), a statement (the “Accountant’s Report”"ACCOUNTANT'S REPORT") addressed to the Board of Directors of the Servicer and to the Trustees to the effect that such firm has audited the financial statements of Harley-Davidson Financial the Seller and issued its report thereon and that such audit: (1) was made in accordance with generally accepted auditing standards, and accordingly included such tests of the accounting records and such other auditing procedures as such firm considered necessary in the circumstances; (2) included an examination of documents and records relating to the servicing of motorcycle conditional sales contracts and promissory note and security agreements under pooling and servicing agreements substantially similar to one another (such statement to have attached thereto a schedule setting forth the pooling and servicing agreements covered thereby, including this Agreement); (3) included an examination of the delinquency and loss statistics relating to Harley-Davidson Financial’s the Seller's portfolio of motorcycle conditional sales contracts and promissory notes and security agreementscontracts; and (4) except as described in the statement, disclosed no exceptions or errors in the records relating to motorcycle loans serviced for others that, in the firm’s 's opinion, generally accepted auditing standards requires such firm to report. The Accountant’s Report shall further state that: (1) a review in accordance with agreed upon procedures was made of one randomly selected Monthly Report; and (2) except as disclosed in the Report, no exceptions or errors in the Monthly Report so examined were found. (b) The Accountant’s Report shall also indicate that the firm is independent of Harley-Davidson Financial within the meaning of the Code of Professional Ethics of the American Institute of Certified Public Accountants. (c) In the event the Independent Accountants require the Indenture Trustee to agree to the procedures performed by such firm, the Servicer shall direct the Indenture Trustee in writing to so agree; it being understood and agreed that the Indenture Trustee will deliver such letter of agreement in conclusive reliance upon the direction of the Servicer, and the Indenture Trustee shall not make any independent inquiry or investigation as to, and shall have no obligation or liability in respect of, the sufficiency, validity or correctness of such procedures.

Annual Report of Accountants. (a) The Servicer shall cause a firm of nationally recognized independent certified public accountants (the “Independent Accountants”"INDEPENDENT ACCOUNTANTS"), who may also render other services to the Servicer, Harley-Davidson Financial or to the Trust Depositor, to deliver to the Trustees, the Underwriters and each Rating Agency, on or before March 31 (or 90 days after the end of the Servicer’s 's fiscal year, if other than December 31) of each year, beginning on March 31, 2005[_____], with respect to the twelve months ended the immediately preceding December 31 (or other applicable date), a statement (the “Accountant’s Report”"ACCOUNTANT'S REPORT") addressed to the Board of Directors of the Servicer and to the Trustees to the effect that such firm has audited the financial statements of Harley-Davidson Financial and issued its report thereon and that such audit: (1) was made in accordance with generally accepted auditing standards, and accordingly included such tests of the accounting records and such other auditing procedures as such firm considered necessary in the circumstances; (2) included an examination of documents and records relating to the servicing of motorcycle conditional sales contracts and promissory note and security agreements under pooling and servicing agreements substantially similar to one another (such statement to have attached thereto a schedule setting forth the pooling and servicing agreements covered thereby, including this Agreement); (3) included an examination of the delinquency and loss statistics relating to Harley-Davidson Financial’s 's portfolio of motorcycle conditional sales contracts and promissory notes and security agreements; and (4) except as described in the statement, disclosed no exceptions or errors in the records relating to motorcycle loans serviced for others that, in the firm’s 's opinion, generally accepted auditing standards requires such firm to report. The Accountant’s 's Report shall further state that: (1) a review in accordance with agreed upon procedures was made of one randomly selected Monthly Report; and (2) except as disclosed in the Report, no exceptions or errors in the Monthly Report so examined were found. (b) The Accountant’s 's Report shall also indicate that the firm is independent of Harley-Davidson Financial within the meaning of the Code of Professional Ethics of the American Institute of Certified Public Accountants. (c) In the event the Independent Accountants require the Indenture Trustee to agree to the procedures performed by such firm, the Servicer shall direct the Indenture Trustee in writing to so agree; it being understood and agreed that the Indenture Trustee will deliver such letter of agreement in conclusive reliance upon the direction of the Servicer, and the Indenture Trustee 57 shall not make any independent inquiry or investigation as to, and shall have no obligation or liability in respect of, the sufficiency, validity or correctness of such procedures.

Annual Report of Accountants. (a) The Servicer shall cause a firm of nationally recognized independent certified public accountants (the “Independent Accountants”), who may also render other services to the Servicer, Harley-Davidson Financial Servicer or to the Trust Depositorits Affiliates, to deliver to the TrusteesIndenture Trustee, the Underwriters Owner Trustee, each Hedge Counterparty, the Backup Servicer and each Rating Agency, on or before March 31 (or 90 days after the end of the Servicer’s fiscal year, if other than December 31) of each year, beginning on March 31, 20052007, a report addressed to the Board of Managers of the Servicer, the Indenture Trustee and the Owner Trustee indicating that (a) with respect to the twelve 12- months ended the immediately preceding December 31, to the effect that such Independent Accountants have audited the financial statements of the Servicer, that as part of that audit, nothing came to the attention of such Independent Accountants that causes them to believe that the Servicer was not in compliance with any of the terms, covenants, provisions or conditions of the relevant sections of this Agreement, insofar as they relate to accounting matters, except for such exceptions as such Independent Accountants shall believe to be immaterial and such other exceptions as shall be set forth in such report, (b) in connection with the Independent Accountants’ audit of the Servicer, there were no exceptions or errors in records related to Loans serviced by the Servicer, except for such exceptions as such Independent Accountants shall believe to be immaterial and such other exceptions as shall be set forth in such report, (c) the payment testing for Asset Based Revolvers has been reviewed and such testing is in compliance with the terms of the related Required Loan Documents and (d) the Independent Accountants have performed certain procedures as agreed by the Servicer, the Indenture Trustee and the Owner Trustee, whereby the Independent Accountants will obtain the Monthly Report for 4-months with respect to the 12 months ended the immediately preceding December 31 (or other applicable date)and, a statement (the “Accountant’s Report”) addressed to the Board of Directors of the Servicer and to the Trustees to the effect that such firm has audited the financial statements of Harley-Davidson Financial and issued its report thereon and that such audit: (1) was made in accordance with generally accepted auditing standards, and accordingly included such tests of the accounting records and such other auditing procedures as such firm considered necessary in the circumstances; (2) included an examination of documents and records relating to the servicing of motorcycle conditional sales contracts and promissory note and security agreements under pooling and servicing agreements substantially similar to one another (such statement to have attached thereto a schedule setting forth the pooling and servicing agreements covered thereby, including this Agreement); (3) included an examination of the delinquency and loss statistics relating to Harley-Davidson Financial’s portfolio of motorcycle conditional sales contracts and promissory notes and security agreements; and (4) except as described in the statement, disclosed no exceptions or errors in the records relating to motorcycle loans serviced for others that, in the firm’s opinion, generally accepted auditing standards requires such firm to report. The Accountant’s Report shall further state that: (1) a review in accordance with agreed upon procedures was made of one randomly selected each Monthly Report; and (2) except as disclosed in , the Report, no exceptions or errors Independent Accountants will agree all amounts in the Monthly Report so examined to the Servicer’s computer, accounting and other reports, which will include in such report any amounts which were found. (b) The Accountant’s Report shall also indicate that the firm is independent of Harley-Davidson Financial within the meaning of the Code of Professional Ethics of the American Institute of Certified Public Accountants. (c) not in agreement. In the event the such firm of Independent Accountants require requires the Indenture Trustee to agree to the procedures performed by such firmfirm of Independent Accountants, the Servicer shall direct the Indenture Trustee in writing to so agree; it being understood and agreed that the Indenture Trustee will deliver such letter of agreement in conclusive reliance upon the direction of the Servicer, and the Indenture Trustee shall will not make any independent inquiry or investigation as to, and shall have no obligation or liability in respect of, the sufficiency, validity or correctness of such procedures. The Independent Accountants’ report shall also indicate that the firm is independent of the Servicer within the meaning of the Code of Professional Ethics of the American Institute of Certified Public Accountants.

Annual Report of Accountants. (a) The Servicer shall cause a firm of nationally recognized independent certified public accountants (the “Independent Accountants”), who may also render other services to the Servicer, Harley-Davidson Financial or to the Trust Depositor, to deliver to the Trustees, the Underwriters and each Rating Agency, on or before March 31 (or 90 days after the end of the Servicer’s fiscal year, if other than December 31) of each year, beginning on March 31, 20052003, with respect to the twelve months ended the immediately preceding December 31 (or other applicable date), a statement (the “Accountant’s Report”) addressed to the Board of Directors of the Servicer and to the Trustees to the effect that such firm has audited the financial statements of Harley-Davidson Financial and issued its report thereon and that such audit: (1) was made in accordance with generally accepted auditing standards, and accordingly included such tests of the accounting records and such other auditing procedures as such firm considered necessary in the circumstances; (2) included an examination of documents and records relating to the servicing of motorcycle conditional sales contracts and promissory note and security agreements under pooling and servicing agreements substantially similar to one another (such statement to have attached thereto a schedule setting forth the pooling and servicing agreements covered thereby, including this Agreement); (3) included an examination of the delinquency and loss statistics relating to Harley-Davidson Financial’s portfolio of motorcycle conditional sales contracts and promissory notes and security agreementscontracts; and (4) except as described in the statement, disclosed no exceptions or errors in the records relating to motorcycle loans serviced for others that, in the firm’s opinion, generally accepted auditing standards requires such firm to report. The Accountant’s Report shall further state that: (1) a review in accordance with agreed upon procedures was made of one randomly selected Monthly Report; and (2) except as disclosed in the Report, no exceptions or errors in the Monthly Report so examined were found. (b) The Accountant’s Report shall also indicate that the firm is independent of Harley-Davidson Financial within the meaning of the Code of Professional Ethics of the American Institute of Certified Public Accountants. (c) In the event the Independent Accountants require the Indenture Trustee to agree to the procedures performed by such firm, the Servicer shall direct the Indenture Trustee in writing to so agree; it being understood and agreed that the Indenture Trustee will deliver such letter of agreement in conclusive reliance upon the direction of the Servicer, and the Indenture Trustee shall not make any independent inquiry or investigation as to, and shall have no obligation or liability in respect of, the sufficiency, validity or correctness of such procedures.

Annual Report of Accountants. (a) The Servicer shall cause a firm of nationally recognized independent certified public accountants (the “"Independent Accountants”"), who may also render other services to the Servicer, Harley-Davidson Eaglemark Financial or to the Trust Depositor, to deliver to the Trustees, the Underwriters Initial Purchaser and each Rating Agency, on or before March 31 (or 90 days after the end of the Servicer’s 's fiscal year, if other than December 31) of each year, beginning on March 31, 200519__, with respect to the twelve months ended the immediately preceding December 31 (or other applicable date), a statement (the “"Accountant’s 's Report”") addressed to the Board of Directors of the Servicer and to the Trustees to the effect that such firm has audited the financial statements of Harley-Davidson Eaglemark Financial and issued its report thereon and that such audit: (1) was made in accordance with generally accepted auditing standards, and accordingly included such tests of the accounting records and such other auditing procedures as such firm considered necessary in the circumstances; (2) included an examination of documents and records relating to the servicing of motorcycle conditional sales contracts and promissory note and security agreements under pooling and servicing agreements substantially similar to one another (such statement to have attached thereto a schedule setting forth the pooling and servicing agreements covered thereby, including this Agreement); (3) included an examination of the delinquency and loss statistics relating to Harley-Davidson Eaglemark Financial’s 's portfolio of motorcycle conditional sales contracts and promissory notes and security agreementscontracts; and (4) except as described in the statement, disclosed no exceptions or errors in the records relating to motorcycle loans serviced for others that, in the firm’s 's opinion, generally accepted auditing standards requires such firm to report. The Accountant’s 's Report shall further state that: (1) a review in accordance with agreed upon procedures was made of one randomly selected Monthly Report; Report and (2) except as disclosed in the Report, no exceptions or errors in the Monthly Report so examined were found. (b) The Accountant’s 's Report shall also indicate that the firm is independent of Harley-Davidson Eaglemark Financial within the meaning of the Code of Professional Ethics of the American Institute of Certified Public Accountants. (c) In the event the Independent Accountants require the Indenture Trustee to agree to the procedures performed by such firm, the Servicer shall direct the Indenture Trustee in writing to so agree; it being understood and agreed that the Indenture Trustee will deliver such letter of agreement in conclusive reliance upon the direction of the Servicer, and the Indenture Trustee shall not make any independent inquiry or investigation as to, and shall have no obligation or liability in respect of, the sufficiency, validity or correctness of such procedures.

Annual Report of Accountants. (a) The Servicer shall cause a firm of nationally recognized independent certified public accountants (the “Independent Accountants”), who may also render other services to the Servicer, Harley-Davidson Financial Servicer or to the Trust Depositorits Affiliates, to deliver to the TrusteesIndenture Trustee, the Underwriters Owner Trustee, the Backup Servicer and each Rating Agency, on or before March 31 (or 90 days after the end of the Servicer’s fiscal year31, if other than December 31) of each year, beginning on March 31, 20052008, a report addressed to the Board of Managers of the Servicer, the Indenture Trustee and the Owner Trustee indicating that (a) with respect to the twelve 12-months ended the immediately preceding December 31, to the effect that such Independent Accountants have audited the financial statements of the Servicer, that as part of that audit, nothing came to the attention of such Independent Accountants that causes them to believe that the Servicer was not in compliance with any of the terms, covenants, provisions or conditions of the relevant sections of this Agreement, insofar as they relate to accounting matters, except for such exceptions as such Independent Accountants shall believe to be immaterial and such other exceptions as shall be set forth in such report, (b) in connection with the Independent Accountants’ audit of the Servicer, there were no exceptions or errors in records related to Loans serviced by the Servicer, except for such exceptions as such Independent Accountants shall believe to be immaterial and such other exceptions as shall be set forth in such report, (c) the payment testing for Asset Based Revolvers has been reviewed and such testing is in compliance with the terms of the related Required Loan Documents and (d) the Independent Accountants have performed certain procedures as agreed by the Servicer, the Indenture Trustee and the Owner Trustee, whereby the Independent Accountants will obtain the Monthly Report for four months with respect to the 12 months ended the immediately preceding December 31 (or other applicable date)and, a statement (the “Accountant’s Report”) addressed to the Board of Directors of the Servicer and to the Trustees to the effect that such firm has audited the financial statements of Harley-Davidson Financial and issued its report thereon and that such audit: (1) was made in accordance with generally accepted auditing standards, and accordingly included such tests of the accounting records and such other auditing procedures as such firm considered necessary in the circumstances; (2) included an examination of documents and records relating to the servicing of motorcycle conditional sales contracts and promissory note and security agreements under pooling and servicing agreements substantially similar to one another (such statement to have attached thereto a schedule setting forth the pooling and servicing agreements covered thereby, including this Agreement); (3) included an examination of the delinquency and loss statistics relating to Harley-Davidson Financial’s portfolio of motorcycle conditional sales contracts and promissory notes and security agreements; and (4) except as described in the statement, disclosed no exceptions or errors in the records relating to motorcycle loans serviced for others that, in the firm’s opinion, generally accepted auditing standards requires such firm to report. The Accountant’s Report shall further state that: (1) a review in accordance with agreed upon procedures was made of one randomly selected each Monthly Report; and (2) except as disclosed in , the Report, no exceptions or errors Independent Accountants will agree all amounts in the Monthly Report so examined to the Servicer’s computer, accounting and other reports, which will include in such report any amounts which were found. (b) The Accountant’s Report shall also indicate that the firm is independent of Harley-Davidson Financial within the meaning of the Code of Professional Ethics of the American Institute of Certified Public Accountants. (c) not in agreement. In the event the such firm of Independent Accountants require requires the Indenture Trustee to agree to the procedures performed by such firmfirm of Independent Accountants, the Servicer shall direct the Indenture Trustee in writing to so agree; it being understood and agreed that the Indenture Trustee will deliver such letter of agreement in conclusive reliance upon the direction of the Servicer, and the Indenture Trustee shall will not make any independent inquiry or investigation as to, and shall have no obligation or liability in respect of, the sufficiency, validity or correctness of such procedures. The Independent Accountants’ report shall also indicate that the firm is independent of the Servicer within the meaning of the Code of Professional Ethics of the American Institute of Certified Public Accountants.

Annual Report of Accountants. (a) The Servicer shall cause a firm of nationally recognized independent certified public accountants (the “Independent Accountants”), who may also render other services to the Servicer, Harley-Davidson Financial Servicer or to the Trust Depositorits Affiliates, to deliver to the TrusteesIndenture Trustee, the Underwriters Owner Trustee, each Hedge Counterparty, the Backup Servicer and each Rating Agency, on or before March 31 (or 90 days after the end of the Servicer’s fiscal year, if other than December 31) of each year, beginning on March 31, 2005, a report addressed to the Board of Managers of the Servicer, the Indenture Trustee and the Owner Trustee indicating that (a) with respect to the twelve 12-months ended the immediately preceding December 31, to the effect that such Independent Accountants have audited the financial statements of the Servicer, that as part of that audit, nothing came to the attention of such Independent Accountants that causes them to believe that the Servicer was not in compliance with any of the terms, covenants, provisions or conditions of the relevant sections of this Agreement, insofar as they relate to accounting matters, except for such exceptions as such Independent Accountants shall believe to be immaterial and such other exceptions as shall be set forth in such report, (b) in connection with the Independent Accountants’ audit of the Servicer, there were no exceptions or errors in records related to Loans serviced by the Servicer, except for such exceptions as such Independent Accountants shall believe to be immaterial and such other exceptions as shall be set forth in such report, (c) the payment testing for Asset Based Revolvers has been reviewed and such testing is in compliance with the terms of the related Required Loan Documents and (d) the Independent Accountants have performed certain procedures as agreed by the Servicer, the Indenture Trustee and the Owner Trustee, whereby the Independent Accountants will obtain the Monthly Report for 4-months with respect to the 12 months ended the immediately preceding December 31 (or other applicable date)and, a statement (the “Accountant’s Report”) addressed to the Board of Directors of the Servicer and to the Trustees to the effect that such firm has audited the financial statements of Harley-Davidson Financial and issued its report thereon and that such audit: (1) was made in accordance with generally accepted auditing standards, and accordingly included such tests of the accounting records and such other auditing procedures as such firm considered necessary in the circumstances; (2) included an examination of documents and records relating to the servicing of motorcycle conditional sales contracts and promissory note and security agreements under pooling and servicing agreements substantially similar to one another (such statement to have attached thereto a schedule setting forth the pooling and servicing agreements covered thereby, including this Agreement); (3) included an examination of the delinquency and loss statistics relating to Harley-Davidson Financial’s portfolio of motorcycle conditional sales contracts and promissory notes and security agreements; and (4) except as described in the statement, disclosed no exceptions or errors in the records relating to motorcycle loans serviced for others that, in the firm’s opinion, generally accepted auditing standards requires such firm to report. The Accountant’s Report shall further state that: (1) a review in accordance with agreed upon procedures was made of one randomly selected each Monthly Report; and (2) except as disclosed in , the Report, no exceptions or errors Independent Accountants will agree all amounts in the Monthly Report so examined to the Servicer’s computer, accounting and other reports, which will include in such report any amounts which were found. (b) The Accountant’s Report shall also indicate that the firm is independent of Harley-Davidson Financial within the meaning of the Code of Professional Ethics of the American Institute of Certified Public Accountants. (c) not in agreement. In the event the such firm of Independent Accountants require requires the Indenture Trustee to agree to the procedures performed by such firmfirm of Independent Accountants, the Servicer shall direct the Indenture Trustee in writing to so agree; it being understood and agreed that the Indenture Trustee will deliver such letter of agreement in conclusive reliance upon the direction of the Servicer, and the Indenture Trustee shall will not make any independent inquiry or investigation as to, and shall have no obligation or liability in respect of, the sufficiency, validity or correctness of such procedures. The Independent Accountants’ report shall also indicate that the firm is independent of the Servicer within the meaning of the Code of Professional Ethics of the American Institute of Certified Public Accountants.

Annual Report of Accountants. (a) The Servicer shall cause a firm of nationally recognized independent certified public accountants (the “Independent Accountants”"INDEPENDENT ACCOUNTANTS"), who may also render other services to the Servicer, Harley-Davidson Financial or to the Trust Depositor, to deliver to the Trustees, the Underwriters and each Rating Agency, on or before March 31 (or 90 days after the end of the Servicer’s 's fiscal year, if other than December 31) of each year, beginning on March 31, 20052001, with respect to the twelve months ended the immediately preceding December 31 (or other applicable date), a statement (the “Accountant’s Report”"ACCOUNTANT'S REPORT") addressed to the Board of Directors of the Servicer and to the Trustees to the effect that such firm has audited the financial statements of Harley-Davidson Financial and issued its report thereon and that such audit: (1) was made in accordance with generally accepted auditing standards, and accordingly included such tests of the accounting records and such other auditing procedures as such firm considered necessary in the circumstances; (2) included an examination of documents and records relating to the servicing of motorcycle conditional sales contracts and promissory note and security agreements under pooling and servicing agreements substantially similar to one another (such statement to have attached thereto a schedule setting forth the pooling and servicing agreements covered thereby, including this Agreement); (3) included an examination of the delinquency and loss statistics relating to Harley-Davidson Financial’s 's portfolio of motorcycle conditional sales contracts and promissory notes and security agreementscontracts; and (4) except as described in the statement, disclosed no exceptions or errors in the records relating to motorcycle loans serviced for others that, in the firm’s 's opinion, generally accepted auditing standards requires such firm to report. The Accountant’s Report shall further state that: (1) a review in accordance with agreed upon procedures was made of one randomly selected Monthly Report; and (2) except as disclosed in the Report, no exceptions or errors in the Monthly Report so examined were found. (b) The Accountant’s Report shall also indicate that the firm is independent of Harley-Davidson Financial within the meaning of the Code of Professional Ethics of the American Institute of Certified Public Accountants. (c) In the event the Independent Accountants require the Indenture Trustee to agree to the procedures performed by such firm, the Servicer shall direct the Indenture Trustee in writing to so agree; it being understood and agreed that the Indenture Trustee will deliver such letter of agreement in conclusive reliance upon the direction of the Servicer, and the Indenture Trustee shall not make any independent inquiry or investigation as to, and shall have no obligation or liability in respect of, the sufficiency, validity or correctness of such procedures.

Annual Report of Accountants. (a) The Servicer shall cause a firm of nationally recognized independent certified public chartered accountants (the “Independent Accountants”"INDEPENDENT ACCOUNTANTS"), who may also render other services to the Servicer, Harley-Davidson Financial Servicer or to the Trust Depositorits Affiliates, to deliver to the Trustees, the Underwriters Trustees and each Rating Agency, on or before March 31 (or 90 days after the end of the Servicer’s 's fiscal year, if other than December 31) of each year, beginning on March 31, 2005, 1998 with respect to the twelve months ended the immediately preceding December 31 (or other applicable date), a statement (the “Accountant’s Report”) report addressed to the Board of Directors of the Servicer and to the Trustees Trustees, to the effect that such firm has audited Independent Accountants have, at the financial statements of Harley-Davidson Financial and issued its report thereon and that such audit: (1) was made in accordance with generally accepted auditing standards, and accordingly included such tests request of the accounting records and such other auditing procedures as such firm considered necessary in the circumstances; (2) included an examination of Servicer, reviewed certain documents and records relating to the servicing of motorcycle conditional sales contracts and promissory note and security agreements under pooling and servicing agreements substantially similar to one another (such statement to have attached thereto a schedule setting forth the pooling and servicing agreements covered thereby, including this Agreement); (3) included an examination of the delinquency and loss statistics relating to Harley-Davidson Financial’s portfolio of motorcycle conditional sales contracts and promissory notes and security agreements; and (4) except as described Contracts in the statementContracts Pool (including but not limited to the Monthly Reports for such year), disclosed and based on such review, which was performed in accordance with generally accepted standards for review engagements and which consisted primarity of inquiry, analytical procedures and discussion related to information supplied to such Independent Accountants, no exceptions matters came to the attention of such Independent Accountants that caused them to believe that (i) such servicing was not conducted in compliance with Section Five of this Agreement or errors (ii) the Monthly Reports for such year were not prepared in accordance with Section 9.01. A copy of such report (the records relating "REVIEW ENGAGEMENT REPORT") may be obtained by any Securityholder by a request in writing to motorcycle loans serviced for others thatthe Indenture Trustee, in the firm’s opinioncase of a Noteholder, generally accepted auditing standards requires such firm or to report. The Accountant’s Report shall further state that: (1) a review in accordance with agreed upon procedures was made of one randomly selected Monthly Report; and (2) except as disclosed the Owner Trustee, in the Reportcase of a Certificateholder, no exceptions or errors in the Monthly Report so examined were found. (b) The Accountant’s Report shall also indicate that the firm is independent of Harley-Davidson Financial within the meaning of the Code of Professional Ethics of the American Institute of Certified Public Accountants. (c) addressed to its respective Corporate Trust Office. In the event the such firm of Independent Accountants require requires the Indenture Trustee to agree to the procedures performed by such firmfirm of Independent Accountants, the Servicer shall direct the Indenture Trustee in writing to so agree; it being understood and agreed that the Indenture Trustee will deliver such letter of agreement in conclusive reliance upon the direction of the Servicer, and the Indenture Trustee shall has not make made any independent inquiry or investigation as to, and shall have no obligation or liability in respect of, the sufficiency, validity or correctness of such procedures. (b) The Review Engagement Report shall also indicate that the firm is independent of the Servicer within the meaning of the Code of Professional Ethics of the American Institute of Certified Public Accountants.