Common use of Harley Clause in Contracts

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. * * * * * * IN WITNESS WHEREOF, I have affixed my signature hereto this ___ day of December, 2001. By: ---------------------------- Printed Name: Xxxxx X. Xxxxxxx Title: President 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] 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 December 1, 2001 by and among Harley-Davidson Customer Funding Corp., as Trust Depositor, the Servicer, BNY Midwest Trust Company, as Indenture Trustee, and Harley-Davidson Motorcycle Trust 2001-3 (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 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: Xxxxx X. Xxxxxxxx Title: Treasurer EXHIBIT H [List of Contracts] EXHIBIT I [Form of Monthly Report to Noteholders and the Certificateholder] Harley-Davidson Motorcycle Trust 2001-3 $________ ___% 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 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 (1. 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 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 DecemberFebruary, 20012003. By: ---------------------------- ------------------------------------ Printed Name: Xxxxx X. Xxxxxxx Title: President 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 December February 1, 2001 2003 by and among Harley-Davidson Customer Funding Corp., as Trust Depositor, the Servicer, BNY Midwest Trust Company, as Indenture Trustee, and Harley-Davidson Motorcycle Trust 20012003-3 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 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: Xxxxx X. Xxxxxxxx Title: Treasurer EXHIBIT H [List of Contracts] EXHIBIT I [Form of Monthly Report to Noteholders and the Certificateholder] Harley-Davidson Motorcycle Trust 20012003-3 1 $________ ___% 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 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 (1. l. plus 2.) $____________ B. Calculation of Principal Distributable Amount (as defined in Article I of the Sale and Servicing Agreement) $____________ 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 $____________ Distributable Amount_

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 Schedule A hereto. * * * * * * IN WITNESS WHEREOFIn Witness Whereof, I have affixed my signature hereto this ___ day of DecemberFebruary, 20012005. By: ---------------------------- Printed Name: Xxxxx X. Xxxxxxx Xxxxxxxx Title: President 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 Vice President, Treasurer and Depositor Regarding the "TRUE SALE" “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] 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"“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"“Agreement”) dated as of December February 1, 2001 2005 by and among Harley-Davidson Customer Funding Corp., as Trust Depositor, the Servicer, BNY Midwest Trust Company, as Indenture Trustee, and Harley-Davidson Motorcycle Trust 20012005-3 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 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: Xxxxx X. Xxxxxxxx Title: Treasurer EXHIBIT H [List of Contracts] EXHIBIT I [Form of Monthly Report to Noteholders and the Certificateholder] Harley-Davidson Motorcycle Trust 2001-3 $________ ___437,000,000 3.28% Harley-Davidson Motorcycle Contract Backed Notes, Class A-1 $________ ___249,200,000 3.76% Harley-Davidson Motorcycle Contract Backed Notes, Class A-2 $________ ___43,800,000 3.66% Harley-Davidson Motorcycle Contract Backed Notes, Class B Monthly Report For the [ ] Distribution DateB 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 (1. l. plus 2.) $____________ B. Calculation of Principal Distributable Amount (as defined in Article I of the Sale and Servicing Agreement) $____________ 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 $____________ Distributable Amount

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 Schedule A hereto. * * * * * * IN WITNESS WHEREOFIn Witness Whereof, I have affixed my signature hereto this ___ day of DecemberAugust, 20012003. By: ---------------------------- Printed Name: Xxxxx X. Xxxxxxx Title: President 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 SALETrue 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] 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 "SERVICERServicer"), 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 "AGREEMENTAgreement") dated as of December August 1, 2001 2003 by and among Harley-Davidson Customer Funding Corp., as Trust Depositor, the Servicer, BNY Midwest Trust Company, as Indenture Trustee, and Harley-Davidson Motorcycle Trust 20012003-3 (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 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: Xxxxx X. Xxxxxxxx Title: Treasurer EXHIBIT H [List of Contracts] EXHIBIT I [Form of Monthly Report to Noteholders and the Certificateholder] Harley-Davidson Motorcycle Trust 2001-3 $________ ___% 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 DateTreasurer A. Calculation of Available Monies 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 (1. 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 $ 1A. Class A Note Percentage for such Distribution Date (a) for each Distribution Date to but excluding the Distribution Date on which the principal amount of the Class A-1 Notes is reduced to zero 95.0 % (b) on the Distribution Date on which the principal amount of the Class A-1 Notes is reduced to zero, 95.0% until the principal amount of the Class A-2 Notes has been reduced to zero 95.0 % (c) on the Distribution Date on which the principal amount of the Class A-2 Notes is reduced to zero, % % (d) after the principal amount of the Class A-2 Notes have been reduced to zero 0.00 % 1B. Class B Note Percentage for such Distribution Date (a) for each Distribution Date to but excluding the Distribution Date on which the principal amount of the Class A-2 Notes is reduced to zero 5.0 % (b) on the Distribution Date on which the principal amount of the Class A-2 Notes is reduced to zero, % % (c) after the principal amount of the Class A-2 Notes have been reduced to zero 100.00 % 2. Principal Distributable Amount (from B) $ 3. Note Monthly Principal Distributable Amount for (a) Class A-1 Notes (D.1(a) multiplied by D.2 until Principal Balance of Class A-1 Notes Principal Balance is zero) $ (b) Class A-2 Notes (D.1(b) multiplied by D.2 until Class A-2 Notes Principal Balance is zero) $ (c) Class B Notes (D.1(c) multiplied by D.2 until Class B Notes Principal Balance is zero) $ (d) Note Principal Carryover Shortfall $ (e) Mandatory Redemption Amounts (from Pre-Funding Account as defined in Article I of the Sale and Servicing Agreement) $____________ Distributable Amount

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 DecemberAugust, 2001. By: ---------------------------- ------------------------------------- Printed Name: Xxxxx X. Xxxxxxx Title: President 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 December August 1, 2001 by and among Harley-Davidson Customer Funding Corp., as Trust Depositor, the Servicer, BNY Midwest Trust CompanyBank One, National Association, as Indenture Trustee, and Harley-Davidson Motorcycle Trust 2001-3 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 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: Xxxxx X. Xxxxxxxx Title: Treasurer EXHIBIT H [List of Contracts] EXHIBIT I [Form of Monthly Report to Noteholders and the Certificateholder] Harley-Davidson Motorcycle Trust 2001-3 $2 $ ________ ___% 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 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 (1. l. plus 2.) $____________ B. Calculation of Principal Distributable Amount (as defined in Article I of the Sale and Servicing Agreement) $____________ Agreement)_ C. Calculation of Available Interest (as defined in Article I of the Sale and Saleand Servicing Agreement). $____________ D. Calculation of Note Monthly Principal Distributable Amount $____________ Distributable Amount_