Common use of No Bankruptcy Petition; Disclaimer and Subordination Clause in Contracts

No Bankruptcy Petition; Disclaimer and Subordination. 65 Section 11.11. Limitation of Liability of Owner Trustee and Indenture Trustee 66 EXHIBITS Exhibit A Form of Assignment A-1 Exhibit B Form of Closing Certificate of Trust Depositor B-1 Exhibit C Form of Closing Certificate of Seller/Servicer C-1 Exhibit D Form of Opinion of Counsel for Trust Depositor regarding general corporate matters (including perfection opinion) D-1 Exhibit E Form of Opinion of Counsel for Trust Depositor regarding the “true sale” nature of the transaction E-1 Exhibit F Form of Opinion of Counsel for Trust Depositor regarding non-consolidation F-1 Exhibit G Form of Certificate Regarding Reacquired Contracts G-1 Exhibit H List of Contracts H-1 Exhibit I Form of Monthly Report to Noteholders and the Certificateholder I-1 Exhibit J Seller’s Representations and Warranties J-1 Exhibit K Lockbox Bank and Lockbox Account K-1 SALE AND SERVICING AGREEMENT, dated as of August 1, 2005, among Harley-Davidson Motorcycle Trust 2005-3 (together with its successors and assigns, the “Issuer” or the “Trust”), Harley-Davidson Customer Funding Corp. (together with its successor and assigns, the “Trust Depositor”), The Bank of New York Trust Company, N.A. (solely in its capacity as Indenture Trustee together with its successors and assigns, the “Indenture Trustee”) and Harley-Davidson Credit Corp. (solely in its capacity as Servicer together with its successor and assigns, “Harley-Davidson Credit” or the “Servicer”).

No Bankruptcy Petition; Disclaimer and Subordination. 65 57 Section 11.11. Limitation of Liability of Owner Trustee and Indenture Trustee 66 58 EXHIBITS Exhibit A Form of Assignment A-1 Exhibit B Form of Closing Certificate of Trust Depositor B-1 Exhibit C Form of Closing Certificate of Seller/Servicer C-1 Exhibit D Form of Opinion of Counsel for Trust Depositor regarding general corporate matters (including perfection opinion) Servicing Officer Certification as to Monthly Report D-1 Exhibit E Form Servicing Criteria to be Addressed in Indenture Trustee’s Assessment of Opinion of Counsel for Trust Depositor regarding the “true sale” nature of the transaction Compliance E-1 Exhibit F Form of Opinion of Counsel for Trust Depositor regarding non-consolidation Indenture Trustee’s Annual Certificate F-1 Exhibit G Form of Certificate Regarding Reacquired Contracts G-1 Exhibit H List of Contracts H-1 Exhibit I Form of Monthly Report to Noteholders and the Certificateholder I-1 Exhibit J Seller’s Representations and Warranties J-1 Exhibit K Lockbox Bank and Lockbox Account K-1 THIS SALE AND SERVICING AGREEMENT, dated as of August 1[ ] (this “Agreement”), 2005, is entered into by and among Harley-Davidson Motorcycle Trust 2005-3 [ ] (together with its successors and assigns, the “Issuer” or the “Trust”), Harley-Davidson Customer Funding Corp. (together with its successor and assigns, the “Trust Depositor”), The Bank of New York [Harley-Davidson Motorcycle Grantor Trust Company[ ] (together with its successors and assigns, N.A. the “Underlying Trust”),] [ ] (solely in its capacity as Indenture Trustee Trustee, together with its successors and assigns, the “Indenture Trustee”) and Harley-Davidson Credit Corp. (solely in its capacity as Servicer Servicer, together with its successor and assigns, “Harley-Davidson Credit” or the “Servicer”).

No Bankruptcy Petition; Disclaimer and Subordination. 65 Section 11.11. Limitation of Liability of Owner Trustee and Indenture Trustee 66 Trustee. EXHIBITS Exhibit A Form of Assignment A-1 Exhibit B Form of Closing Certificate of Trust Depositor B-1 Exhibit C Form of Closing Certificate of Seller/Servicer C-1 Exhibit D Form of Opinion of Counsel for Trust Depositor regarding general corporate matters (including perfection opinion) D-1 Exhibit E Form of Opinion of Counsel for Trust Depositor regarding the “true sale” nature of the transaction E-1 Exhibit F Form of Opinion of Counsel for Trust Depositor regarding non-consolidation F-1 Exhibit G Form of Certificate Regarding Reacquired Contracts G-1 Exhibit H List of Contracts H-1 Exhibit I Form of Monthly Report to Noteholders and the Certificateholder I-1 Exhibit J Seller’s Representations and Warranties J-1 Exhibit K Lockbox Bank and Lockbox Account K-1 Exhibit L Form of Contract Stamp Exhibit M Form of Subsequent Transfer Agreement SALE AND SERVICING AGREEMENT, dated as of August April 1, 20052002, among Harley-Davidson Motorcycle Trust 20052002-3 1 (together with its successors and assigns, the “Issuer” or the “Trust”), Harley-Davidson Customer Funding Corp. (together with its successor and assigns, the “Trust Depositor”), The Bank of New York BNY Midwest Trust Company, N.A. Company (solely in its capacity as Indenture Trustee together with its successors and assigns, the “Indenture Trustee”) and Harley-Davidson Credit Corp. (solely in its capacity as Servicer together with its successor and assigns, “Harley-Davidson Credit” or the “Servicer”).

No Bankruptcy Petition; Disclaimer and Subordination. 65 Section 11.11. Limitation of Liability of Owner Trustee and Indenture Trustee 66 Trustee. EXHIBITS Exhibit A Form of Assignment A-1 Exhibit B Form of Closing Certificate of Trust Depositor B-1 Exhibit C Form of Closing Certificate of Seller/Servicer C-1 Exhibit D Form of Opinion of Counsel for Trust Depositor regarding general corporate matters (including perfection opinion) D-1 Exhibit E Form of Opinion of Counsel for Trust Depositor regarding the “true sale” nature of the transaction E-1 Exhibit F Form of Opinion of Counsel for Trust Depositor regarding non-consolidation F-1 Exhibit G Form of Certificate Regarding Reacquired Contracts G-1 Exhibit H List of Contracts H-1 Exhibit I Form of Monthly Report to Noteholders and the Certificateholder I-1 Exhibit J Seller’s Representations and Warranties J-1 Exhibit K Lockbox Bank and Lockbox Account K-1 Exhibit L Form of Subsequent Transfer Agreement SALE AND SERVICING AGREEMENT, dated as of August May 1, 20052004, among Harley-Davidson Motorcycle Trust 20052004-3 2 (together with its successors and assigns, the “Issuer” or the “Trust”), Harley-Davidson Customer Funding Corp. (together with its successor and assigns, the “Trust Depositor”), The Bank of New York BNY Midwest Trust Company, N.A. Company (solely in its capacity as Indenture Trustee together with its successors and assigns, the “Indenture Trustee”) and Harley-Davidson Credit Corp. (solely in its capacity as Servicer together with its successor and assigns, “Harley-Davidson Credit” or the “Servicer”).

No Bankruptcy Petition; Disclaimer and Subordination. 65 63 Section 11.11. Limitation of Liability of Owner Trustee and Indenture Trustee 66 63 EXHIBITS Exhibit A Form of Assignment A-1 Exhibit B Form of Closing Certificate of Trust Depositor B-1 Exhibit C Form of Closing Certificate of Seller/Servicer C-1 Exhibit D Form of Opinion of Counsel for Trust Depositor regarding general corporate matters (including perfection opinion) Reserved D-1 Exhibit E Form Servicing Criteria to be Addressed in Indenture Trustee’s Assessment of Opinion of Counsel for Trust Depositor regarding the “true sale” nature of the transaction Compliance E-1 Exhibit F Form of Opinion of Counsel for Trust Depositor regarding non-consolidation Indenture Trustee’s Annual Certificate F-1 Exhibit G Form of Certificate Regarding Reacquired Contracts G-1 Exhibit H List of Contracts H-1 Exhibit I Form of Monthly Report to Noteholders and the Certificateholder I-1 Exhibit J Seller’s Representations and Warranties J-1 Exhibit K Lockbox Bank and Lockbox Account K-1 Exhibit L Reserved L-1 SALE AND SERVICING AGREEMENT, dated as of August 1, 2005[ ], among Harley-Davidson Motorcycle Trust 2005-3 [ ] (together with its successors and assigns, the “Issuer” or the “Trust”), Harley-Davidson Customer Funding Corp. (together with its successor and assigns, the “Trust Depositor”), The Bank of New York Trust Company, N.A. [ ] (solely in its capacity as Indenture Trustee Trustee, together with its successors and assigns, the “Indenture Trustee”) and Harley-Davidson Credit Corp. (solely in its capacity as Servicer Servicer, together with its successor and assigns, “Harley-Davidson Credit” or the “Servicer”).

No Bankruptcy Petition; Disclaimer and Subordination. 65 Section 11.11. Limitation of Liability of Owner Trustee and Indenture Trustee 66 EXHIBITS Exhibit A Form of Assignment A-1 Exhibit B Form of Closing Certificate of Trust Depositor B-1 Exhibit C Form of Closing Certificate of Seller/Servicer C-1 Exhibit D Form of Opinion of Counsel for Trust Depositor regarding general corporate matters (including perfection opinion) D-1 Exhibit E Form of Opinion of Counsel for Trust Depositor regarding the “true sale” nature of the transaction E-1 Exhibit F Form of Opinion of Counsel for Trust Depositor regarding non-consolidation F-1 Exhibit G Form of Certificate Regarding Reacquired Contracts G-1 Exhibit H List of Contracts H-1 Exhibit I Form of Monthly Report to Noteholders and the Certificateholder I-1 Exhibit J Seller’s Representations and Warranties J-1 Exhibit K Lockbox Bank and Lockbox Account K-1 SALE AND SERVICING AGREEMENT, dated as of August February 1, 2005, among Harley-Davidson Motorcycle Trust 2005-3 1 (together with its successors and assigns, the “Issuer” or the “Trust”), Harley-Davidson Customer Funding Corp. (together with its successor and assigns, the “Trust Depositor”), The Bank of New York BNY Midwest Trust Company, N.A. Company (solely in its capacity as Indenture Trustee together with its successors and assigns, the “Indenture Trustee”) and Harley-Davidson Credit Corp. (solely in its capacity as Servicer together with its successor and assigns, “Harley-Davidson Credit” or the “Servicer”).

No Bankruptcy Petition; Disclaimer and Subordination. 65 61 Section 11.11. Limitation of Liability of Owner Trustee and Indenture Trustee 66 62 EXHIBITS Exhibit A Form of Assignment A-1 Exhibit B Form of Closing Certificate of Trust Depositor B-1 Exhibit C Form of Closing Certificate of Seller/Servicer C-1 Exhibit D Form of Opinion of Counsel for Trust Depositor regarding general corporate matters (including perfection opinion) Reserved D-1 Exhibit E Form Servicing Criteria to be Addressed in Indenture Trustee’s Assessment of Opinion of Counsel for Trust Depositor regarding the “true sale” nature of the transaction Compliance E-1 Exhibit F Form of Opinion of Counsel for Trust Depositor regarding non-consolidation Indenture Trustee’s Annual Certificate F-1 Exhibit G Form of Certificate Regarding Reacquired Contracts G-1 Exhibit H List of Contracts H-1 Exhibit I Form of Monthly Report to Noteholders and the Certificateholder I-1 Exhibit J Seller’s Representations and Warranties J-1 Exhibit K Lockbox Bank and Lockbox Account K-1 Exhibit L Form of Subsequent Transfer Agreement L-1 SALE AND SERVICING AGREEMENT, dated as of August 1May 15, 20052007, among Harley-Davidson Motorcycle Trust 20052007-3 2 (together with its successors and assigns, the “Issuer” or the “Trust”), Harley-Davidson Customer Funding Corp. (together with its successor and assigns, the “Trust Depositor”), The Bank of New York Trust Company, N.A. (solely in its capacity as Indenture Trustee together with its successors and assigns, the “Indenture Trustee”) and Harley-Davidson Credit Corp. (solely in its capacity as Servicer together with its successor and assigns, “Harley-Davidson Credit” or the “Servicer”).

No Bankruptcy Petition; Disclaimer and Subordination. 65 Section 11.11. Limitation of Liability of Owner Trustee and Indenture Trustee 66 Trustee. EXHIBITS Exhibit A Form of Assignment A-1 Exhibit B Form of Closing Certificate of Trust Depositor B-1 Exhibit C Form of Closing Certificate of Seller/Servicer C-1 Exhibit D Form of Opinion of Counsel for Trust Depositor regarding general corporate matters (including perfection opinion) D-1 Exhibit E Form of Opinion of Counsel for Trust Depositor regarding the “true sale” nature of the transaction E-1 Exhibit F Form of Opinion of Counsel for Trust Depositor regarding non-consolidation F-1 Exhibit G Form of Certificate Regarding Reacquired Contracts G-1 Exhibit H List of Contracts H-1 Exhibit I Form of Monthly Report to Noteholders and the Certificateholder I-1 Exhibit J Seller’s Representations and Warranties J-1 Exhibit K Lockbox Bank and Lockbox Account K-1 Exhibit L Form of Subsequent Transfer Agreement SALE AND SERVICING AGREEMENT, dated as of August 1, 20052004, among Harley-Davidson Motorcycle Trust 20052004-3 (together with its successors and assigns, the “Issuer” or the “Trust”), Harley-Davidson Customer Funding Corp. (together with its successor and assigns, the “Trust Depositor”), The Bank of New York BNY Midwest Trust Company, N.A. Company (solely in its capacity as Indenture Trustee together with its successors and assigns, the “Indenture Trustee”) and Harley-Davidson Credit Corp. (solely in its capacity as Servicer together with its successor and assigns, “Harley-Davidson Credit” or the “Servicer”).

No Bankruptcy Petition; Disclaimer and Subordination. 65 Section 11.11. Limitation of Liability of Owner Trustee and Indenture Trustee 66 EXHIBITS Exhibit A Form of Assignment A-1 Exhibit B Form of Closing Certificate of Trust Depositor B-1 Exhibit C Form of Closing Certificate of Seller/Servicer C-1 Exhibit D Form of Opinion of Counsel for Trust Depositor regarding general corporate matters (including perfection opinion) D-1 Exhibit E Form of Opinion of Counsel for Trust Depositor regarding the “true sale” nature of the transaction E-1 Exhibit F Form of Opinion of Counsel for Trust Depositor regarding non-consolidation F-1 Exhibit G Form of Certificate Regarding Reacquired Contracts G-1 Exhibit H List of Contracts H-1 Exhibit I Form of Monthly Report to Noteholders and the Certificateholder I-1 Exhibit J Seller’s Representations and Warranties J-1 Exhibit K Lockbox Bank and Lockbox Account K-1 Exhibit L Form of Subsequent Transfer Agreement SALE AND SERVICING AGREEMENT, dated as of August May 1, 2005, among Harley-Davidson Motorcycle Trust 2005-3 2 (together with its successors and assigns, the “Issuer” or the “Trust”), Harley-Davidson Customer Funding Corp. (together with its successor and assigns, the “Trust Depositor”), The Bank of New York Trust Company, N.A. (solely in its capacity as Indenture Trustee together with its successors and assigns, the “Indenture Trustee”) and Harley-Davidson Credit Corp. (solely in its capacity as Servicer together with its successor and assigns, “Harley-Davidson Credit” or the “Servicer”).

No Bankruptcy Petition; Disclaimer and Subordination. 65 Section 11.11. Limitation of Liability of Owner Trustee and Indenture Trustee 66 EXHIBITS Exhibit A Form of Assignment A-1 Exhibit B Form of Closing Certificate of Trust Depositor B-1 Exhibit C Form of Closing Certificate of Seller/Servicer C-1 Exhibit D Form of Opinion of Counsel for Trust Depositor regarding general corporate matters (including perfection opinion) D-1 Exhibit E Form of Opinion of Counsel for Trust Depositor regarding the “true sale” nature of the transaction E-1 Exhibit F Form of Opinion of Counsel for Trust Depositor regarding non-consolidation F-1 Exhibit G Form of Certificate Regarding Reacquired Contracts G-1 Exhibit H List of Contracts H-1 Exhibit I Form of Monthly Report to Noteholders and the Certificateholder I-1 Exhibit J Seller’s Representations and Warranties J-1 Exhibit K Lockbox Bank and Lockbox Account K-1 Exhibit L Form of Contract Stamp Exhibit M Form of Subsequent Transfer Agreement SALE AND SERVICING AGREEMENT, dated as of August May 1, 20052003, among Harley-Davidson Motorcycle Trust 20052003-3 2 (together with its successors and assigns, the “Issuer” or the “Trust”), Harley-Davidson Customer Funding Corp. (together with its successor and assigns, the “Trust Depositor”), The Bank of New York BNY Midwest Trust Company, N.A. Company (solely in its capacity as Indenture Trustee together with its successors and assigns, the “Indenture Trustee”) and Harley-Davidson Credit Corp. (solely in its capacity as Servicer together with its successor and assigns, “Harley-Davidson Credit” or the “Servicer”).