Common use of Harley-Davidson Clause in Contracts

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 August, 2005. By: Printed Name: Xxxxx X. Xxxxxxxx Title: Vice President, Treasurer and Assistant Secretary Depositor Regarding the “True Sale” Nature 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 August 1, 2005 by and among Harley-Davidson Customer Funding Corp., as Trust Depositor, the Servicer, The Bank of New York Trust Company, N.A., as Indenture Trustee, and Harley-Davidson Motorcycle Trust 2005-3 (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/Servicer] on the date hereof pursuant to [Section 7.08 of the Agreement and Section 5.01 of the Transfer and Sale Agreement/Section 7.10 of the Agreement/Section 7.11 of the Agreement.] 2. Upon deposit of the Purchase Price for such Contracts, such Contracts may, pursuant to Section 7.09 of the Agreement, be assigned by the Trustee to the Seller[/Servicer].

Harley-Davidson. Credit has not authorized the executed for 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 AugustMay, 20052003. By: Printed Name: Xxxxx X. Xxxxxxxx Xxxxxxx Title: Vice President, Treasurer and Assistant Secretary President Depositor Regarding the “True Sale” Nature 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 August May 1, 2005 2003 by and among Harley-Davidson Customer Funding Corp., as Trust Depositor, the Servicer, The Bank of New York BNY Midwest Trust Company, N.A., as Indenture Trustee, and Harley-Davidson Motorcycle Trust 20052003-3 2 (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/Servicer] Seller on the date hereof pursuant to [Section 7.08 of the Agreement and Section 5.01 of the Transfer and Sale Agreement/Section 7.10 of the Agreement/Section 7.11 of the Agreement.] 2. Upon deposit of the Purchase Reacquisition Price for such Contracts, such Contracts may, pursuant to Section 7.09 7.08 of the Agreement, be assigned by the Trustee to the Seller[/Servicer]Seller.

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 August, 2005[ ]. By: Printed Name: Xxxxx X. Xxxxxxxx Title: Vice President, Treasurer and Assistant Secretary Depositor Regarding the “True Sale” Nature 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 August 1, 2005 [ ] by and among Harley-Davidson Customer Funding Corp., as Trust Depositor, the Servicer, The Bank of New York Trust Company, N.A., as Indenture Trustee, and Harley-Davidson Motorcycle Trust 2005-3 200[ ] - [ ] (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/Servicer] on the date hereof pursuant to [Section 7.08 of the Agreement and Section 5.01 of the Transfer and Sale Agreement/Section 7.10 of the Agreement/Section 7.11 of the Agreement.] 2. Upon deposit of the Purchase Price for such Contracts, such Contracts may, pursuant to Section 7.09 of the Agreement, be assigned by the Trustee to the Seller[/Servicer].

Harley-Davidson. Credit has not authorized the executed for 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 AugustFebruary, 20052004. By: Printed Name: Xxxxx X. Xxxxxxxx Title: Vice President, Treasurer and Assistant Secretary Exhibit D Exhibit E [Form of Opinion of Counsel for Trust Depositor Regarding the “True Sale” Nature of the Transaction] Exhibit F Exhibit G 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 August February 1, 2005 2004 by and among Harley-Davidson Customer Funding Corp., as Trust Depositor, the Servicer, The Bank of New York BNY Midwest Trust Company, N.A., as Indenture Trustee, and Harley-Davidson Motorcycle Trust 20052004-3 1 (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/Servicer] Seller on the date hereof pursuant to [Section 7.08 of the Agreement and Section 5.01 of the Transfer and Sale Agreement/Section 7.10 of the Agreement/Section 7.11 of the Agreement.] 2. Upon deposit of the Purchase Reacquisition Price for such Contracts, such Contracts may, pursuant to Section 7.09 7.08 of the Agreement, be assigned by the Trustee to the Seller[/Servicer]Seller.

Harley-Davidson. Credit has not authorized the executed for 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 AugustMay, 20052004. By: Printed Name: Xxxxx X. Xxxxxxxx Title: Vice President, Treasurer and Assistant Secretary 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] Exhibit G [Form of 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 August May 1, 2005 2004 by and among Harley-Davidson Customer Funding Corp., as Trust Depositor, the Servicer, The Bank of New York BNY Midwest Trust Company, N.A., as Indenture Trustee, and Harley-Davidson Motorcycle Trust 20052004-3 2 (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/Servicer] Seller on the date hereof pursuant to [Section 7.08 of the Agreement and Section 5.01 of the Transfer and Sale Agreement/Section 7.10 of the Agreement/Section 7.11 of the Agreement.] 2. Upon deposit of the Purchase Reacquisition Price for such Contracts, such Contracts may, pursuant to Section 7.09 7.08 of the Agreement, be assigned by the Trustee to the Seller[/Servicer]Seller.

Harley-Davidson. Credit has not authorized the executed for 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 AugustApril, 20052002. By: Printed Name: Xxxxx X. Xxxxxxxx Xxxxxxx Title: Vice President, Treasurer and Assistant Secretary President (Including Perfection Opinion)] [Form of Opinion of Counsel for Trust Depositor Regarding the “True Sale” Nature [Form of Opinion of Counsel for Trust 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 August April 1, 2005 2002 by and among Harley-Davidson Customer Funding Corp., as Trust Depositor, the Servicer, The Bank of New York BNY Midwest Trust Company, N.A., as Indenture Trustee, and Harley-Davidson Motorcycle Trust 20052002-3 1 (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/Servicer] Seller on the date hereof pursuant to [Section 7.08 of the Agreement and Section 5.01 of the Transfer and Sale Agreement/Section 7.10 of the Agreement/Section 7.11 of the Agreement.] 2. Upon deposit of the Purchase Reacquisition Price for such Contracts, such Contracts may, pursuant to Section 7.09 7.08 of the Agreement, be assigned by the Trustee to the Seller[/Servicer]Seller.

Harley-Davidson. Credit has not authorized the executed for 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 AugustMay, 20052004. By: Printed Name: Xxxxx X. Xxxxxxxx Title: Vice President, Treasurer and Assistant Secretary [Form of Opinion of Counsel for Trust Depositor Regarding the “True Sale” Nature of the Transaction] 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 August May 1, 2005 2004 by and among Harley-Davidson Customer Funding Corp., as Trust Depositor, the Servicer, The Bank of New York BNY Midwest Trust Company, N.A., as Indenture Trustee, and Harley-Davidson Motorcycle Trust 20052004-3 2 (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/Servicer] Seller on the date hereof pursuant to [Section 7.08 of the Agreement and Section 5.01 of the Transfer and Sale Agreement/Section 7.10 of the Agreement/Section 7.11 of the Agreement.] 2. Upon deposit of the Purchase Reacquisition Price for such Contracts, such Contracts may, pursuant to Section 7.09 7.08 of the Agreement, be assigned by the Trustee to the Seller[/Servicer]Seller. IN WITNESS WHEREOF, I have affixed hereunto my signature this day of . Harley-Davidson Credit Corp. By: Printed Name: Xxxxx X. Xxxxxxxx Title: Treasurer A. Calculation of Available Monies 1. Available Principal (as defined in Article I of the Sale and Servicing Agreement) $ 2. Available Interest (as defined in Article I of the Sale and Servicing Agreement) $ 3. Available Monies (l. plus 2.) $ B. Calculation of Principal Distributable Amount (as defined in Article I of the Sale and Servicing Agreement) $ C. Calculation of Available Interest (as defined in Article I of the Sale and Servicing Agreement). $ D. Calculation of Note Monthly Principal Distributable Amount $

Harley-Davidson. Credit has not authorized the executed for 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 AugustFebruary, 20052004. By: Printed Name: Xxxxx X. Xxxxxxxx Title: Vice President, Treasurer and Assistant Secretary Depositor Regarding the “True Sale” Nature 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 August February 1, 2005 2004 by and among Harley-Davidson Customer Funding Corp., as Trust Depositor, the Servicer, The Bank of New York BNY Midwest Trust Company, N.A., as Indenture Trustee, and Harley-Davidson Motorcycle Trust 20052004-3 1 (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/Servicer] Seller on the date hereof pursuant to [Section 7.08 of the Agreement and Section 5.01 of the Transfer and Sale Agreement/Section 7.10 of the Agreement/Section 7.11 of the Agreement.] 2. Upon deposit of the Purchase Reacquisition Price for such Contracts, such Contracts may, pursuant to Section 7.09 7.08 of the Agreement, be assigned by the Trustee to the Seller[/Servicer]Seller.

Harley-Davidson. Credit has not authorized the executed for 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 AugustMay, 2005. By: Printed Name: Xxxxx X. Xxxxxxxx Title: Vice President, Treasurer and Assistant Secretary [Form of Opinion of Counsel for Trust Depositor Regarding the “True Sale” Nature of the Transaction] 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 August May 1, 2005 by and among Harley-Davidson Customer Funding Corp., as Trust Depositor, the Servicer, The Bank of New York Trust Company, N.A., as Indenture Trustee, and Harley-Davidson Motorcycle Trust 2005-3 2 (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/Servicer] Seller on the date hereof pursuant to [Section 7.08 of the Agreement and Section 5.01 of the Transfer and Sale Agreement/Section 7.10 of the Agreement/Section 7.11 of the Agreement.] 2. Upon deposit of the Purchase Reacquisition Price for such Contracts, such Contracts may, pursuant to Section 7.09 7.08 of the Agreement, be assigned by the Trustee to the Seller[/Servicer]Seller.

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 AugustNovember, 2005. By: Printed Name: Xxxxx X. Xxxxxxxx Title: Vice President, Treasurer and Assistant Secretary Depositor Regarding the “True Sale” Nature 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 August November 1, 2005 by and among Harley-Davidson Customer Funding Corp., as Trust Depositor, the Servicer, The Bank of New York Trust Company, N.A., as Indenture Trustee, and Harley-Davidson Motorcycle Trust 2005-3 4 (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/Servicer] on the date hereof pursuant to [Section 7.08 of the Agreement and Section 5.01 of the Transfer and Sale Agreement/Section 7.10 of the Agreement/Section 7.11 of the Agreement.] 2. Upon deposit of the Purchase Price for such Contracts, such Contracts may, pursuant to Section 7.09 of the Agreement, be assigned by the Trustee to the Seller[/Servicer].