Harley-Davidson Credit Clause Samples
Harley-Davidson Credit has not authorized the filing of any UCC financing statements listing the Contract Assets as collateral other than financing statements relating to the transactions contemplated in the Transfer and Sale Agreement. In Witness Whereof, I have affixed my signature hereto this ___ day of [_____], 20[__] By: Printed Name: Title: The undersigned certifies that [s]he is the [____________] of Harley-Davidson Credit Corp., a Nevada corporation, (the “Servicer”), and that as such he is duly authorized to execute and deliver this certificate on behalf of the Servicer pursuant to Section 9.02 of the Sale and Servicing Agreement (the “Agreement”) dated as of May 1, 2025 by and among Harley-Davidson Customer Funding Corp., as Trust Depositor, the Servicer and Citibank, N.A., as Trustee of Harley-Davidson Motorcycle Trust 2025-A (all capitalized terms used herein without definition having the respective meanings specified in the Agreement), and further certifies that:
1. The Monthly Report for the period from [________], 20[__] to [________], 20[__] attached to this certificate is complete and accurate in accordance with the requirements of Sections 9.01 and 9.02 of the Agreement; and
2. As of the date hereof, no Event of Termination event that with notice or lapse of time or both would become an Event of Termination has occurred.
Harley-Davidson Credit has not authorized the filing of any UCC financing statements listing the Contract Assets as collateral other than financing statements relating to the transactions contemplated in the Transfer and Sale Agreement and in the agreements listed on Schedule A hereto. In Witness Whereof, I have affixed my signature hereto this day of . By: Title: Printed Name:
Harley-Davidson Credit has not executed for filing any UCC financing statements listing the Contract Assets as collateral other than financing statements relating to the transactions contemplated in the Transfer and Sale Agreement and in the agreements listed on SCHEDULE A hereto. * * * * * * C-3 IN WITNESS WHEREOF, I have affixed my signature hereto this ___ day of [_____]. By: ------------------------------------------- Printed Name: Title: EXHIBIT D [Form of Opinion of Counsel for Trust Depositor Regarding General Corporate Matters (Including Perfection Opinion)] EXHIBIT E [Form of Opinion of Counsel for Trust Depositor Regarding the "TRUE SALE" Nature of the Transaction] EXHIBIT F [Form of Opinion of Counsel for Trust Depositor Regarding Non-consolidation] F-1 EXHIBIT G [Form of Certificate Regarding Reacquired Contracts] Harley-Davidson Credit Corp. Certificate Regarding Reacquired Contracts The undersigned certifies that he is the Treasurer of Harley-Davidson Credit Corp., a Nevada corporation (the "SERVICER"), and that as such is duly authorized to execute and deliver this certificate on behalf of the Servicer pursuant to Section 7.08 of the Sale and Servicing Agreement (the "AGREEMENT") dated as of [_____] by and among Harley-Davidson Customer Funding Corp., as Trust Depositor, the Servicer, [_____], as Indenture Trustee, and Harley-Davidson Motorcycle Trust [_____] (all capitalized terms used herein without definition having the respective meanings specified in the Agreement), and further certifies that:
1. The Contracts on the attached schedule are to be reacquired by the Seller on the date hereof pursuant to Section 7.08 of the Agreement and Section 5.01 of the Transfer and Sale Agreement.
2. Upon deposit of the Reacquisition Price for such Contracts, such Contracts may, pursuant to Section 7.08 of the Agreement, be assigned by the Trustee to the Seller. IN WITNESS WHEREOF, I have affixed hereunto my signature this ______ day of _____________. Harley-Davidson Credit Corp. By: ------------------------------------------- Printed Name: Title:
G-1 EXHIBIT H [List of Contracts] EXHIBIT I [Form of Monthly Report to Noteholders and the Certificateholder] Harley-Davidson Motorcycle Trust [_____] $[_________] [____]% Harley-Davidson Motorcycle Contract Backed Notes, Class A-1 $[_________] [____]% Harley-Davidson Motorcycle Contract Backed Notes, Class A-2 $[_________] [____]% Harley-Davidson Motorcycle Contract Backed Notes, Class B Monthly Report For the [ ] Distribution Date...