Common use of Noteholder Demand for Asset Representations Review Clause in Contracts

Noteholder Demand for Asset Representations Review. If a Delinquency Trigger occurs, as reported on Form 10-D, a Noteholder (if the Notes are represented by Definitive Notes) or a Note Owner (if the Notes are represented by Book-Entry Notes) may make a demand on the Indenture Trustee to cause a vote of the Noteholders or Note Owners, as applicable, about whether to direct the Asset Representations Reviewer to conduct a Review of the Review Receivables under the Asset Representations Review Agreement. In the case of a Note Owner, each demand must be accompanied by a certification from that Person that it is a Note Owner, together with at least one form of documentation evidencing its ownership of a Note, including a trade confirmation, account statement, letter from a broker or dealer or similar document. If the Noteholders or Note Owners of at least 5% of the aggregate Note Balance of the Notes demand a vote within 90 days of the filing of the Form 10-D reporting the occurrence of the Delinquency Trigger, the Indenture Trustee will promptly request a vote of the Noteholders or Note Owners of record as of the most recent Record Date and, in the case of Note Owners, through the Clearing Agency process. The vote will remain open until the 150th day after the filing of the Form 10-D. Assuming a voting quorum of the Noteholders or Note Owners holding at least 5% of the aggregate Note Balance of the Notes is reached, if the Noteholders or Note Owners of a majority of the Note Balance of Notes vote to direct a Review, the Indenture Trustee will promptly send a Review Notice to the Asset Representations Reviewer and the Servicer under the Asset Representations Review Agreement stating that the Noteholders or Note Owners have voted to direct the Asset Representations Reviewer to conduct the Review.

Noteholder Demand for Asset Representations Review. If a Delinquency Trigger occurs, as reported on Form 10-D, a Noteholder (if the Notes are represented by Definitive Notes) or a Note Owner (if the Notes are represented by Book-Entry Notes) may make a demand on the Indenture Trustee to cause a vote of the Noteholders or Note Owners, as applicable, about on whether to direct the Asset Representations Reviewer to conduct a Review of the Review Receivables under the Asset Representations Review Agreement. In the case of a Note Owner, each demand must be accompanied by a certification from that Person that it is a Note Owner, together with at least one form of documentation evidencing its ownership of a Note, including a trade confirmation, account statement, letter from a broker or dealer or similar document. If the Noteholders or Note Owners of at least 5% of the aggregate Note Balance of the Notes demand a vote Indenture Trustee receives within 90 days of the filing of the Form 10-D reporting the occurrence of the Delinquency TriggerTrigger a written demand from the Noteholders and Note Owners of at least 5.0% of the aggregate Note Balance of the Outstanding Notes (as of the last day of the related Collection Period) to initiate a vote (which shall be conducted in accordance with its standard internal vote solicitation process at the time) with respect to the Review, then (a) the Indenture Trustee will promptly notify the Servicer and the Administrator thereof and request a such vote of the Noteholders or and Note Owners through an applicable Clearing Agency and (b) the Servicer will include in the Form 10-D report for the Collection Period in which such demand was received (i) a statement that Noteholders and Note Owners of record as a sufficient percentage of the most recent Record Date andaggregate Note Balance of the Notes are requesting a full Noteholder vote on whether to direct the Asset Representations Reviewer to conduct a Review and (ii) a description of the applicable voting procedures, in including the case of Note Owners, through the Clearing Agency processapplicable voting deadline. The vote will remain open until the 150th day after the filing of the that Form 10-D. Assuming a voting quorum of the Noteholders or and Note Owners holding at least 55.0% of the aggregate Note Balance of the Outstanding Notes (as of the last day of the related Collection Period) is reached, if the Noteholders or and Note Owners of a majority of the Note Balance of Outstanding Notes vote voted to direct agree to a Review, the Indenture Trustee will promptly send a Review Notice to the Asset Representations Reviewer and the Servicer informing the Asset Representations Reviewer to commence the Review under the Asset Representations Review Agreement and stating that such Review Notice is being delivered pursuant to this Section and Section 3.01 of the Asset Representations Review Agreement. For the avoidance of doubt, the Indenture Trustee shall not be required to (i) determine whether, or give notice to Noteholders that, a Delinquency Trigger has occurred or Note Owners have voted (ii) determine which assets are subject to Review by an Asset Representations Reviewer. The Indenture Trustee may select a vote agent that is experienced in the administration of Noteholder votes and/or consent solicitations to conduct and administer any Noteholder vote about whether to direct the Asset Representations Reviewer to conduct a Review of the ReviewReview Assets and, so long as the Indenture Trustee selects such vote agent with due care, the Indenture Trustee will not be liable for any actions or inactions of such vote agent.

Noteholder Demand for Asset Representations Review. If a Delinquency Trigger occurs, as reported on Form 10-D, a Noteholder (if the Notes are represented by Definitive Notes) or a Note Owner (if the Notes are represented by Book-Entry Notes) may make a demand on the Indenture Trustee to cause a vote of the Noteholders or Note Owners, as applicable, about whether to direct the Asset Representations Reviewer to conduct a Review of the Review Receivables Leases under the Asset Representations Review Agreement. In the case of a Note Owner, each demand must be accompanied by a certification from that Person that it is a Note Owner, together with at least one form of documentation evidencing its ownership of a Note, including a trade confirmation, account statement, letter from a broker or dealer or similar document. If the Noteholders or Note Owners of at least 5% of the aggregate Note Balance of the Notes demand a vote within 90 days of the filing of the Form 10-D reporting the occurrence of the Delinquency Trigger, the Indenture Trustee will promptly request a vote of the Noteholders or Note Owners of record as of the most recent Record Date and, in the case of Note Owners, through the Clearing Agency process. The vote will remain open until the 150th day after the filing of the Form 10-D. Assuming a voting quorum of the Noteholders or Note Owners holding at least 5% of the aggregate Note Balance of the Notes is reached, if the Noteholders or Note Owners of a majority of the Note Balance of Notes vote to direct a Review, the Indenture Trustee will promptly send a Review Notice to the Asset Representations Reviewer and the Servicer under the Asset Representations Review Agreement stating that the Noteholders or Note Owners have voted to direct the Asset Representations Reviewer to conduct the Review.

Noteholder Demand for Asset Representations Review. If a Delinquency Trigger occurs, as reported on Form 10-D, a Noteholder (if the Notes are represented by Definitive Notes) or a Note Owner (if the Notes are represented by Book-Entry Notes) may make a demand on the Indenture Trustee to cause a vote of the Noteholders or Note Owners, as applicable, about on whether to direct the Asset Representations Reviewer to conduct a Review of the Review Receivables under the Asset Representations Review Agreement. In the case of a Note Owner, each demand must be accompanied by a certification from that Person that it is a Note Owner, together with at least one form of documentation evidencing its ownership of a Note, including a trade confirmation, account statement, letter from a broker or dealer or similar document. If the Noteholders or Note Owners of at least 5% of the aggregate Note Balance of the Notes demand a vote Indenture Trustee receives within 90 days of the filing of the Form 10-D reporting the occurrence of the Delinquency TriggerTrigger a written demand from the Noteholders and Note Owners of at least 5% of the aggregate Note Balance of the Notes (as of the last day of the related Collection Period) to initiate a vote (which shall be conducted in accordance with its standard internal vote solicitation process at the time) with respect to the Review, then (a) the Indenture Trustee will promptly notify the Servicer and the Administrator thereof and request a such vote of the Noteholders or and Note Owners through the applicable Clearing Agency and (b) the Servicer will include in the Form 10-D report for the Collection Period in which such demand was received (i) a statement that Holders of record as a sufficient percentage of the most recent Record Date andaggregate Note Balance of the Notes are requesting a full Noteholder vote on whether to direct the Asset Representations Reviewer to conduct a Review and (ii) a description of the applicable voting procedures, in including the case of Note Owners, through the Clearing Agency processapplicable voting deadline. The vote will remain open until the 150th day after the filing of the that Form 10-D. Assuming a voting quorum of the Noteholders or and Note Owners holding at least 5% of the aggregate Note Balance of the Notes (as of the last day of the related Collection Period) is reached, if the Noteholders or and Note Owners of a majority representing at least 51% of the Note Balance of Notes vote voted agree to direct a Review, the Indenture Trustee will promptly send a Review Notice to the Asset Representations Reviewer and the Servicer informing the Asset Representations Reviewer to commence the Review under the Asset Representations Review Agreement and stating that such Review Notice is being delivered pursuant to this Section and Section 3.01 of the Asset Representations Review Agreement. For the avoidance of doubt, the Indenture Trustee shall not be required to (i) determine whether, or give notice to Noteholders that a Delinquency Trigger has occurred or Note Owners have voted (ii) determine which assets are subject to Review by an Asset Representations Reviewer. The Indenture Trustee may select a vote agent that is experienced in the administration of Noteholder votes and/or consent solicitations to conduct and administer any Noteholder vote about whether to direct the Asset Representations Reviewer to conduct a Review of the ReviewReview Assets and, so long as the Indenture Trustee selects such vote agent with due care, the Indenture Trustee will not be liable for any actions or inactions of such vote agent.

Noteholder Demand for Asset Representations Review. If a Delinquency Trigger occurs, as reported on Form 10-D, a Noteholder (if the Notes are represented by Definitive Notes) or a Note Owner (if the Notes are represented by Book-Entry Notes) may make a demand on the Indenture Trustee to cause a vote of the Noteholders or Note Owners, as applicable, about whether to direct the Asset Representations Reviewer to conduct a Review of the Review Receivables under the Asset Representations Review Agreement. In the case of a Note Owner, each demand must be accompanied by a certification from that Person that it is a Note Owner, together with at least one form of documentation evidencing its ownership of a Note, including a trade confirmation, account statement, letter from a broker or dealer or similar document. If the Noteholders or and Note Owners Owners, of at least 5% of the aggregate Note Balance Outstanding Amount of the Notes (excluding Notes held by CNHICA, the Servicer and their Affiliates) demand a vote within 90 days of the filing of the Form 10-D reporting the occurrence of the Delinquency Trigger, the Indenture Trustee will promptly request a vote of the Noteholders or Note Owners of record as of the most recent Record Date and, in the case of Note Owners, through the Clearing Agency processAgency. The vote will remain open until the 150th day after the filing of the Form 10-D. Assuming a voting quorum of the Noteholders or Note Owners holding at least 5% of the aggregate Note Balance Outstanding Amount of the Notes is reached, if the Noteholders or Note Owners of a majority of the Note Balance Outstanding Amount of the Notes vote voted agree to direct a Review, the Indenture Trustee will promptly send a Review Notice to the Asset Representations Reviewer and the Servicer under the Asset Representations Review Agreement stating that the Noteholders or Note Owners have voted to direct directing the Asset Representations Representation Reviewer to conduct the Review.

Noteholder Demand for Asset Representations Review. If a Delinquency Trigger occurs, as reported on Form 10-D, a Noteholder (if the Notes are represented by Definitive Notes) or a Note Owner (if the Notes are represented by Book-Entry Notes) may make a demand on the Indenture Trustee to cause a vote of the Noteholders or Note Owners, as applicable, about whether to direct the Asset Representations Reviewer to conduct a Review of the Review Receivables under the Asset Representations Review Agreement. In the case of a Note Owner, each demand must be accompanied by a certification from that Person that it is a Note Owner, together with at least one form of documentation evidencing its ownership of a Note, including a trade confirmation, account statement, letter from a broker or dealer or similar document. If the Noteholders or Note Owners of at least 5% of the aggregate Note Balance of the Notes demand a vote within 90 days of the filing of the Form 10-D reporting the occurrence of the Delinquency Trigger, the Indenture Trustee will promptly request a vote of the Noteholders or Note Owners of record as of the most recent Record Date and, in the case of Note Owners, through the Clearing Agency process. The vote will remain open until the 150th day after the filing of the Form 10-D. Assuming a voting quorum of the Noteholders or Note Owners holding at least 5% of the aggregate Note Balance of the Notes is reached, if the Noteholders or Note Owners of a majority of the Note Balance of Notes vote voted to direct a Review, the Indenture Trustee will promptly send a Review Notice to the Asset Representations Reviewer and the Servicer under the Asset Representations Review Agreement stating that the Noteholders or Note Owners have voted to direct the Asset Representations Reviewer to conduct the Review.

Noteholder Demand for Asset Representations Review. If a Delinquency Trigger occurs, as reported on Form 10-D, a Noteholder (if the Notes are represented by Definitive Notes) or a Note Owner (if the Notes are represented by Book-Entry Notes) may make a demand on the Indenture Trustee to cause a vote of the Noteholders or Note Owners, as applicable, about whether to direct the Asset Representations Reviewer to conduct a Review of the Review Receivables under the Asset Representations Review Agreement. In the case of a Note Owner, each demand must be accompanied by a certification from that Person that it is a Note Owner, together with at least one form of documentation evidencing its ownership of a Note, including a trade confirmation, account statement, letter from a broker or dealer or similar document. If the Noteholders or and Note Owners Owners, of at least 5% of the aggregate Note Balance Outstanding Amount of the Notes (excluding Notes held by CNHICA, the Servicer and their affiliates) demand a vote within 90 days of the filing of the Form 10-D reporting the occurrence of the Delinquency Trigger, the Indenture Trustee will promptly request a vote of the Noteholders or Note Owners of record as of the most recent Record Date and, in the case of Note Owners, through the Clearing Agency processAgency. The vote will remain open until the 150th day after the filing of the Form 10-D. Assuming a voting quorum of the Noteholders or Note Owners holding at least 5% of the aggregate Note Balance Outstanding Amount of the Notes is reached, if the Noteholders or Note Owners of a majority of the Note Balance Outstanding Amount of the Notes vote voted agree to direct a Review, the Indenture Trustee will promptly send a Review Notice to the Asset Representations Reviewer and the Servicer under the Asset Representations Review Agreement stating that the Noteholders or Note Owners have voted to direct directing the Asset Representations Representation Reviewer to conduct the Review.

Noteholder Demand for Asset Representations Review. If a Delinquency Trigger occurs, as reported on a Form 10-D, a Noteholder (if the Notes are represented by Definitive Notes) or a Note Beneficial Owner (if the Notes are represented by Book-Entry Notes) may make a demand on the Indenture Trustee to cause a vote of the Noteholders or Note Beneficial Owners, as applicable, about whether to direct the Asset Representations Reviewer to conduct a Review of the Review Receivables Contracts under the Asset Representations Review Agreement. In the case of a Note OwnerBeneficial Owner of a Book-Entry Note, each demand must be accompanied by a certification from that Person that it is a Note Beneficial Owner, together with at least one form of documentation evidencing its ownership of a Note, including a trade confirmation, account statement, letter from a broker or dealer or similar document. If the Noteholders or Note and Beneficial Owners of at least 5% of the aggregate Note Balance principal amount of the Notes (excluding Harley-Davidson Credit or any Affiliate of Harley-Davidson Credit that is also a Noteholder) demand a vote within 90 days of the filing of the Form 10-D reporting the occurrence of the Delinquency Trigger, the Indenture Trustee will promptly request a vote of the Noteholders or Note Owners of record as of the most recent Record Date and, in the case of Note Owners, through the Clearing Agency process, which shall be conducted with a tabulation agent appointed by the Issuer and in accordance with the standard internal vote solicitation process at the time. The vote will remain open until the 150th day after the filing of the such Form 10-D. Assuming a voting quorum of the Noteholders or Note Owners holding at least 5% of the aggregate Note Balance principal amount of the Notes is reached, if the Noteholders or Note Owners of a majority of the Note Balance aggregate principal balance of the Notes vote to direct a Review, the Indenture Trustee will promptly send a Review Notice to the Asset Representations Reviewer and the Servicer under the Asset Representations Review Agreement stating that the Noteholders or Note Owners have voted to direct requesting the Asset Representations Reviewer to conduct the Review.

Noteholder Demand for Asset Representations Review. If a Delinquency Trigger occurs, as reported on Form 10-D, a Noteholder (if the Notes are represented by Definitive Notes) or a Note Owner (if the Notes are represented by Book-Entry Notes) may make a demand on the Indenture Trustee to cause a vote of the Noteholders or Note Owners, as applicable, about whether to direct the Asset Representations Reviewer to conduct a Review of the Review Receivables under the Asset Representations Review Agreement. In the case of a Note Owner, each demand must be accompanied by a certification from that Person that it is a Note Owner, together with at least one form of documentation evidencing its ownership of a Note, including a trade confirmation, account statement, letter from a broker or dealer or similar document. If the Noteholders or and Note Owners Owners, of at least 5% of the aggregate Note Balance of the Notes demand a vote within 90 days of the filing of the Form 10-D reporting the occurrence of the Delinquency Trigger, the Indenture Trustee will promptly request a vote of the Noteholders or Note Owners of record as of the most recent Record Date and, in the case of Note Owners, through the Clearing Agency processAgency. The vote will remain open until the 150th day after the filing of the Form 10-D. Assuming a voting quorum of the Noteholders or Note Owners holding at least 5% of the aggregate Note Balance of the Notes is reached, if the Noteholders or Note Owners of a majority of the Note Balance of Notes vote voted agree to direct a Review, the Indenture Trustee will promptly send a Review Notice to the Asset Representations Reviewer and the Servicer under the Asset Representations Review Agreement stating that the Noteholders or Note Owners have voted to direct directing the Asset Representations Reviewer to conduct the Review.

Noteholder Demand for Asset Representations Review. If a Delinquency Trigger occurs, as reported on a Form 10-D, a Noteholder (if the Notes are represented by Definitive Notes) or a Note Owner (if the Notes are represented by Book-Entry Notes) may make a demand on the Indenture Trustee to cause a vote of the Noteholders or Note Owners, as applicable, about whether to direct the Asset Representations Reviewer to conduct a Review of the Review Receivables Contracts under the Asset Representations Review Agreement. In the case of a Note OwnerHolder of a Book-Entry Note, each demand must be accompanied by a certification from that Person that it is a Note OwnerNoteholder, together with at least one form of documentation evidencing its ownership of a Note, including a trade confirmation, account statement, letter from a broker or dealer or similar document. If the Noteholders or Note Owners of at least 5% of the aggregate Note Balance principal amount of the Notes (excluding Harley-Davidson Credit or any Affiliate of Harley-Davidson Credit that is also a Noteholder) demand a vote within 90 days of the filing of the Form 10-D reporting the occurrence of the Delinquency Trigger, the Indenture Trustee will promptly request a vote of the Noteholders or Note Owners of record as of the most recent Record Date and, in the case of Note Owners, through the Clearing Agency process, which shall be conducted in accordance with the standard internal vote solicitation process at the time. The vote will remain open until the 150th day after the filing of the such Form 10-D. Assuming a voting quorum of the Noteholders or Note Owners holding at least 5% of the aggregate Note Balance principal amount of the Notes is reached, if the Noteholders or Note Owners of a majority of the Note Balance aggregate principal balance of the Notes vote to direct a Review, the Indenture Trustee will promptly send a Review Notice to the Asset Representations Reviewer and the Servicer under the Asset Representations Review Agreement stating that the Noteholders or Note Owners have voted to direct requesting the Asset Representations Reviewer to conduct the Review.

Noteholder Demand for Asset Representations Review. If a Delinquency Trigger occurs, as reported on a Form 10-D, a Noteholder (if the Notes are represented by Definitive Notes) or a Note Beneficial Owner (if the Notes are represented by Book-Entry Notes) may make a demand on the Indenture Trustee to cause a vote of the Noteholders or Note Beneficial Owners, as applicable, about whether to direct the Asset Representations Reviewer to conduct a Review of the Review Receivables Contracts under the Asset Representations Review Agreement. In the case of a Note OwnerBeneficial Owner of a Book-Entry Note, each demand must be accompanied by a certification from that Person that it is a Note Beneficial Owner, together with at least one form of documentation evidencing its ownership of a Note, including a trade confirmation, account statement, letter from a broker or dealer or similar document. If the Noteholders or Note and Beneficial Owners of at least 5% of the aggregate Note Balance principal amount of the Notes (excluding Harley-Davidson Credit or any Affiliate of Harley-Davidson Credit that is also a Noteholder) demand a vote within 90 ninety (90) days of the filing of the Form 10-D reporting the occurrence of the Delinquency Trigger, the Indenture Trustee will promptly request a vote of the Noteholders or Note Owners of record as of the most recent Record Date and, in the case of Note Owners, through the Clearing Agency process, which shall be conducted with a tabulation agent appointed by the Issuer and in accordance with the standard internal vote solicitation process at the time. The vote will remain open until the 150th day after the filing of the such Form 10-D. Assuming a voting quorum of the Noteholders or Note Owners holding at least 5% of the aggregate Note Balance principal amount of the Notes is reached, if the Noteholders or Note Owners of a majority of the Note Balance aggregate principal balance of the Notes vote to direct a Review, the Indenture Trustee will promptly send a Review Notice to the Asset Representations Reviewer and the Servicer under the Asset Representations Review Agreement stating that the Noteholders or Note Owners have voted to direct requesting the Asset Representations Reviewer to conduct the Review.

Noteholder Demand for Asset Representations Review. If a Delinquency Trigger occurs, as reported on Form 10-D, a Noteholder (if the Notes are represented by Definitive Notes) or ), a Note Owner (if the Notes are represented by Book-Entry Notes), a Certificateholder (if the Certificates are represented by Definitive Certificates) or a Certificate Owner (if the Certificates are represented by Book-Entry Certificates) may make a demand on the Indenture Trustee to cause a vote of the Noteholders or Note Owners, as applicable, about whether to direct the Asset Representations Reviewer to conduct a Review of the Review Receivables under the Asset Representations Review Agreement. In the case of a Note Owner or Certificate Owner, each demand must be accompanied by a certification from that Person that it is a Note Owner or Certificate Owner, together with at least one form of documentation evidencing its ownership of a NoteNote or Certificate, including a trade confirmation, account statement, letter from a broker or dealer or similar document. If the Noteholders or and Note Owners of at least 5% of the aggregate Note Balance of the Notes as of the related Record Date or Certificateholders and Certificate Owners of at least 40% of the aggregate Percentage Interests of the Certificates as of the related Record Date demand a vote within 90 days of the filing of the Form 10-D reporting the occurrence of the Delinquency Trigger, (i) the Indenture Trustee will promptly request a vote of the Noteholders or Note Owners of record as of the most recent related Record Date and, in the case of Note Owners, through the Clearing Agency processusing the Indenture Trustee’s standard procedures for conducting a vote for Noteholders or, with respect to Book-Entry Notes, as directed by the Note Owners or the applicable Clearing Agency procedures for such votes and (ii) and the Issuer’s Form 10-D filing for the Collection Period in which the demand requirement was met will include a statement that sufficient requesting Noteholders or Note Owners, or Certificateholders or Certificate Owners, as applicable, are requesting a full Noteholder or Note Owner vote to commence a Review. The vote will remain open until the 150th day after the filing of the Form 10-D. The Form 10-D filing also will specify the applicable voting procedures. Assuming a voting quorum of the Noteholders or Note Owners holding at least 5% of the aggregate Note Balance of the Outstanding Notes is reached, if the Noteholders or Note Owners of a majority of the Note Balance of Outstanding Notes vote voted agree to direct a Review, the Indenture Trustee will promptly send a Review Notice to the Asset Representations Reviewer and the Servicer under the Asset Representations Review Agreement stating informing the Asset Representations Reviewer to conduct the Review. Any fees and expenses incurred by the Indenture Trustee pursuant to this Section shall be subject to reimbursement pursuant to Section 6.07. For the avoidance of doubt, the Indenture Trustee shall not be required to determine whether, or give notice to Noteholders or Certificateholders that a Delinquency Trigger has occurred or determine which assets are subject to a Review by an Asset Representations Reviewer. The Indenture Trustee shall have no obligation to pursue or otherwise be involved in resolving any Repurchase Request, including any such request that is the subject of dispute resolution, unless it is directed to do so by the Noteholders representing not less than 51% of the Note Balance of the Controlling Class and such Noteholders shall have offered to the Indenture Trustee security or indemnity satisfactory to it against the reasonable costs, expenses, disbursements, advances and liabilities that might be incurred by it, its agents and its counsel in compliance with such direction. For the avoidance of doubt, if the Indenture Trustee does not agree to pursue or otherwise be involved in resolving any Repurchase Request, the Noteholders representing not less than 51% of the Note Owners have voted Balance of the Controlling Class may independently pursue dispute resolution in respect of such Repurchase Request in accordance with Section 3.04 of the Sale and Servicing Agreement. The Indenture Trustee may select a vote agent that is experienced in the administration of Noteholder votes and/or consent solicitations to conduct and administer any Noteholder vote about whether to direct the Asset Representations Reviewer to conduct a Review of the ReviewReview Receivables and, so long as the Indenture Trustee selects such vote agent with due care, the Indenture Trustee will not be liable for any actions or inactions of such vote agent.

Noteholder Demand for Asset Representations Review. If a Delinquency Trigger occurs, as reported on Form 10-D, a Noteholder (if the Notes are represented by Definitive Notes) or a Note Owner (if the Notes are represented by Book-Entry Notes) may make a demand on the Indenture Trustee to cause a vote of the Noteholders or Note Owners, as applicable, about on whether to direct the Asset Representations Reviewer to conduct a Review of the Review Receivables under the Asset Representations Review Agreement. In the case of a Note Owner, each demand must be accompanied by a certification from that Person that it is a Note Owner, together with at least one form of documentation evidencing its ownership of a Note, including a trade confirmation, account statement, letter from a broker or dealer or similar document. If the Noteholders or Note Owners of at least 5% of the aggregate Note Balance of the Notes demand a vote Indenture Trustee receives within 90 days of the filing of the Form 10-D reporting the occurrence of the Delinquency TriggerTrigger a written demand from the Noteholders and Note Owners of at least 5% of the aggregate Note Balance of the Notes (as of the last day of the related Collection Period) to initiate a vote (which shall be conducted in accordance with its standard internal vote solicitation process at the time) with respect to the Review, then (a) the Indenture Trustee will promptly notify the Servicer and the Administrator thereof and request a such vote of the Noteholders or and Note Owners through the applicable Clearing Agency and (b) the Servicer will include in the Form 10-D report for the Collection Period in which such demand was received (i) a statement that Holders of record as a sufficient percentage of the most recent Record Date andaggregate Note Balance of the Notes are requesting a full Noteholder vote on whether to direct the Asset Representations Reviewer to conduct a Review and (ii) a description of the applicable voting procedures, in including the case of Note Owners, through the Clearing Agency processapplicable voting deadline. The vote will remain open until the 150th day after the filing of the that Form 10-D. Assuming a voting quorum of the Noteholders or and Note Owners holding at least 5% of the aggregate Note Balance of the Notes (as of the last day of the related Collection Period) is reached, if the Noteholders or and Note Owners of a majority of the Note Balance of Notes vote voted agree to direct a Review, the Indenture Trustee will promptly send a Review Notice to the Asset Representations Reviewer and the Servicer informing the Asset Representations Reviewer to commence the Review under the Asset Representations Review Agreement and stating that such Review Notice is being delivered pursuant to this Section and Section 3.01 of the Asset Representations Review Agreement. For the avoidance of doubt, the Indenture Trustee shall not be required to (i) determine whether, or give notice to Noteholders that a Delinquency Trigger has occurred or Note Owners have voted (ii) determine which assets are subject to Review by an Asset Representations Reviewer. The Indenture Trustee may select a vote agent that is experienced in the administration of Noteholder votes and/or consent solicitations to conduct and administer any Noteholder vote about whether to direct the Asset Representations Reviewer to conduct a Review of the ReviewReview Assets and, so long as the Indenture Trustee selects such vote agent with due care, the Indenture Trustee will not be liable for any actions or inactions of such vote agent.

Noteholder Demand for Asset Representations Review. If a Delinquency Trigger occurs, as reported on Form 10-D, a Noteholder (if the Notes are represented by Definitive Notes) or a Note Owner (if the Notes are represented by Book-Entry Notes) may make a demand on the Indenture Trustee to cause a vote of the Noteholders or Note Owners, as applicable, about whether to direct the Asset Representations Reviewer to conduct a Review of the Review Receivables Leases under the Asset Representations Review Agreement. In the case of a Note Owner, each demand must be accompanied by a certification from that Person that it is a Note Owner, together with at least one form of documentation evidencing its ownership of a Note, including a trade confirmation, account statement, letter from a broker or dealer or similar document. If the Noteholders or Note Owners of at least 5% of the aggregate Note Balance of the Notes demand a vote within 90 days of the filing of the Form 10-D reporting the occurrence of the Delinquency Trigger, the Indenture Trustee will promptly request a vote of the Noteholders or Note Owners of record as of the most recent Record Date and, in the case of Note Owners, through the Clearing Agency process. The vote will remain open until the 150th day after the filing of the Form 10-D. Assuming a voting quorum of the Noteholders or Note Owners holding at least 5% of the aggregate Note Balance of the Notes is reached, if the Noteholders or Note Owners of a majority of the Note Balance of Notes vote voted to direct a Review, the Indenture Trustee will promptly send a Review Notice to the Asset Representations Reviewer and the Servicer under the Asset Representations Review Agreement stating that the Noteholders or Note Owners have voted to direct the Asset Representations Reviewer to conduct the Review.

Noteholder Demand for Asset Representations Review. If a Delinquency Trigger occurs, as reported on a Form 10-D, a Noteholder (if the Notes are represented by Definitive Notes) or a Note Owner (if the Notes are represented by Book-Entry Notes) may make a demand on the Indenture Trustee to cause a vote of the Noteholders or Note Owners, as applicable, about whether to direct the Asset Representations Reviewer to conduct a Review of the Review Receivables Leases under the Asset Representations Review Agreement. In the case of a Note Owner, each demand must be accompanied by a certification from that Person that it is a Note Owner, together with at least one form of documentation evidencing its ownership of a Note, including a trade confirmation, account statement, letter from a broker or dealer or similar document. If the Noteholders or and Note Owners of at least 5% of the aggregate Note Balance of the Notes demand a vote within 90 days of the filing of the Form 10-D reporting the occurrence of the Delinquency Trigger, the Indenture Trustee will promptly request a vote of the Noteholders or Note Owners of record as of the most recent Record Date and, in the case of Note Owners, through the Clearing Agency process. The vote will remain open until the 150th day after the filing of the Form 10-D. Assuming a voting quorum of the Noteholders or Note Owners holding at least 5% of the aggregate Note Balance of the Notes is reached, if the Noteholders or Note Owners of a majority of the Note Balance of Notes vote voted to direct a Review, the Indenture Trustee will promptly send a Review Notice to the Asset Representations Reviewer and the Servicer under the Asset Representations Review Agreement stating that the Noteholders or Note Owners have voted to direct the Asset Representations Reviewer to conduct the Review.

Noteholder Demand for Asset Representations Review. If a Delinquency Trigger occurs, as reported on a Form 10-D, a Noteholder (if the Notes are represented by Definitive Notes) or a Note Owner (if the Notes are represented by Book-Entry Notes) may make a demand on the Indenture Trustee to cause a vote of the Noteholders or Note Owners, as applicable, about whether to direct the Asset Representations Reviewer to conduct a Review of the Review Receivables Contracts under the Asset Representations Review Agreement. In the case of a Note OwnerHolder of a Book-Entry Note, each demand must be accompanied by a certification from that Person that it is a Note OwnerNoteholder, together with at least one form of documentation evidencing its ownership of a Note, including a trade confirmation, account statement, letter from a broker or dealer or similar document. If the Noteholders or Note Owners of at least 5% of the aggregate Note Balance principal amount of the Notes (excluding Harley-Davidson Credit or any Affiliate of Harley-Davidson Credit that is also a Noteholder) demand a vote within 90 days of the filing of the Form 10-D reporting the occurrence of the Delinquency Trigger, the Indenture Trustee will promptly request a vote of the Noteholders or Note Owners of record as of the most recent Record Date and, in the case of Note Owners, through the Clearing Agency process, which shall be conducted in accordance with the standard internal vote solicitation process at the time. The vote will remain open until the 150th day after the filing of the such Form 10-D. Assuming a voting quorum of the Noteholders or Note Owners holding at least 5% of the aggregate Note Balance principal amount of the Notes is reached, if the Noteholders or Note Owners of a majority of the Note Balance aggregate principal balance of the Notes vote to direct a Review, the Indenture Trustee will promptly send a Review Notice to the Asset Representations Reviewer and the Servicer under the Asset Representations Review Agreement stating that the Noteholders or Note Owners have voted to direct requesting the Asset Representations Reviewer to conduct the Review. In no event shall the Indenture Trustee be required to (i) determine whether, or give notice to Noteholders that a Delinquency Trigger has occurred or (ii) determine which assets are subject to Review by an Asset Representations Reviewer. The Indenture Trustee shall have no obligation to pursue or otherwise be involved in resolving any Repurchase Request, including any such request that is the subject of dispute resolution, unless it is directed to do so by the Noteholders of a majority of the aggregate principal balance of the Notes of the Controlling Class and such Noteholders of a majority of the aggregate principal balance of the Notes of the Controlling Class shall have offered to the Indenture Trustee security or indemnity satisfactory to it against the reasonable costs, expenses, disbursements, advances and liabilities that might be incurred by it, its agents and its counsel in compliance with such direction.

Noteholder Demand for Asset Representations Review. If a Delinquency Trigger occurs, as reported on a Form 10-D, a Noteholder (if the Notes are represented by Definitive Notes) or a Note Owner (if the Notes are represented by Book-Entry Notes) may make a demand on the Indenture Trustee to cause a vote of the Noteholders or Note Owners, as applicable, about whether to direct the Asset Representations Reviewer to conduct a Review of the Review Receivables Leases under the Asset Representations Review Agreement. In the case of a Note Owner, each demand must be accompanied by a certification from that Person that it is a Note Owner, together with at least one form of documentation evidencing its ownership of a Note, including a trade confirmation, account statement, letter from a broker or dealer or similar document. If the Noteholders or and Note Owners of at least 5% of the aggregate Note Balance of the Notes demand a vote within 90 days of the filing of the Form 10-D reporting the occurrence of the Delinquency Trigger, the Indenture Trustee will promptly request a vote of the Noteholders or Note Owners of record as of the most recent Record Date and, in the case of Note Owners, through the Clearing Agency process. The vote will remain open until the 150th day after the filing of the Form 10-D. Assuming a voting quorum of the Noteholders or Note Owners holding at least 5% of the aggregate Note Balance of the Notes is reached, if the Noteholders or Note Owners of a majority of the Note Balance of Notes vote voted to direct a Review, the Indenture Trustee will promptly send a Review Notice to the Asset Representations Reviewer and the Servicer under the Asset Representations Review Agreement stating that the Noteholders or Note Owners have voted to direct directing the Asset Representations Reviewer to conduct the Review.

Noteholder Demand for Asset Representations Review. If a Delinquency Trigger occurs, as reported on Form 10-D, a Noteholder (if the Notes are represented by Definitive Notes) or a Note Owner (if the Notes are represented by Book-Entry Notes) may make a demand on the Indenture Trustee to cause a vote of the Noteholders or Note Owners, as applicable, about whether to direct the Asset Representations Reviewer to conduct a Review of the Review Receivables under the Asset Representations Review Agreement. In the case of a Note Owner, each demand must be accompanied by a certification from that Person that it is a Note Owner, together with at least one form of documentation evidencing its ownership of a Note, including a trade confirmation, account statement, letter from a broker or dealer or similar document. If the Noteholders or and Note Owners Owners, of at least 5% of the aggregate Note Balance of the Notes as of the related Record Date demand a vote within 90 days of the filing of the Form 10-D reporting the occurrence of the Delinquency Trigger, (i) the Indenture Trustee will promptly request a vote of the Noteholders or Note Owners of record as of the most recent Record Date and, in the case of Note Owners, through the Clearing Agency processusing the Indenture Trustee’s standard procedures for conducting a vote for Noteholders or, with respect to Book-Entry Notes, as directed by the Note Owners or the applicable Clearing Agency procedures for such votes and (ii) and the Issuer’s Form 10-D filing for the Collection Period in which the demand requirement was met will include a statement that sufficient requesting Noteholders or Note Owners, as applicable, are requesting a full Noteholder or Note Owner vote to commence a Review. The vote will remain open until the 150th day after the filing of the Form 10-D. The Form 10-D filing also will specify the applicable voting procedures. Assuming a voting quorum of the Noteholders or Note Owners holding at least 5% of the aggregate Note Balance of the Outstanding Notes is reached, if the Noteholders or Note Owners of a majority of the Note Balance of Outstanding Notes vote voted agree to direct a Review, the Indenture Trustee will promptly send a Review Notice to the Asset Representations Reviewer and the Servicer under the Asset Representations Review Agreement stating directing the Asset Representations Reviewer to conduct the Review. Any fees and expenses incurred by the Indenture Trustee pursuant to this Section shall be subject to reimbursement pursuant to Section 6.07. For the avoidance of doubt, the Indenture Trustee shall not be required to determine whether, or give notice to Noteholders that a Delinquency Trigger has occurred or determine which assets are subject to a Review by an Asset Representations Reviewer. The Indenture Trustee shall have no obligation to pursue or otherwise be involved in resolving any Repurchase Request, including any such request that is the subject of dispute resolution, unless it is directed to do so by the Noteholders representing not less than 51% of the Note Balance of the Controlling Class and such Noteholders shall have offered to the Indenture Trustee security or indemnity satisfactory to it against the reasonable costs, expenses, disbursements, advances and liabilities that might be incurred by it, its agents and its counsel in compliance with such direction. For the avoidance of doubt, if the Indenture Trustee does not agree to pursue or otherwise be involved in resolving any Repurchase Request, the Noteholders representing not less than 51% of the Note Owners have voted Balance of the Controlling Class may independently pursue dispute resolution in respect of such Repurchase Request in accordance with Section 3.04 of the Sale and Servicing Agreement. The Indenture Trustee may select a vote agent that is experienced in the administration of Noteholder votes and/or consent solicitations to conduct and administer any Noteholder vote about whether to direct the Asset Representations Reviewer to conduct a Review of the ReviewReview Receivables and, so long as the Indenture Trustee selects such vote agent with due care, the Indenture Trustee will not be liable for any actions or inactions of such vote agent.

Noteholder Demand for Asset Representations Review. If a Delinquency Trigger occurs, as reported on Form 10-D, a Noteholder (if the Notes are represented by Definitive Notes) or a Note Owner (if the Notes are represented by Book-Entry Notes) may make a demand on the Indenture Trustee to cause a vote of the Noteholders or Note Owners, as applicable, about on whether to direct the Asset Representations Reviewer to conduct a Review of the Review Receivables under the Asset Representations Review Agreement. In the case of a Note Owner, each demand must be accompanied by a certification from that Person that it is a Note Owner, together with at least one form of documentation evidencing its ownership of a Note, including a trade confirmation, account statement, letter from a broker or dealer or similar document. If the Noteholders or Note Owners of at least 5% of the aggregate Note Balance of the Notes demand a vote Indenture Trustee receives within 90 days of the filing of the Form 10-D reporting the occurrence of the Delinquency TriggerTrigger a written demand from the Noteholders and Note Owners of at least 5.0% of the aggregate Note Balance of the Outstanding Notes (as of the last day of the related Collection Period) to initiate a vote (which shall be conducted in accordance with its standard internal vote solicitation process at the time) with respect to the Review, then (a) the Indenture Trustee will promptly notify the Servicer and the Administrator thereof and request a such vote of the Noteholders or and Note Owners through an applicable Clearing Agency and (b) the Servicer will include in the Form 10-D report for the Collection Period in which such demand was received (i) a statement that Noteholders and Note Owners of record as a sufficient percentage of the most recent Record Date andaggregate Note Balance of the Notes are requesting a full Noteholder vote on whether to direct the Asset Representations Reviewer to conduct a Review and (ii) a description of the applicable voting procedures, in including the case of Note Owners, through the Clearing Agency processapplicable voting deadline. The vote will remain open until the 150th day after the filing of the that Form 10-D. Assuming a voting quorum of the Noteholders or and Note Owners holding at least 55.0% of the aggregate Note Balance of the Outstanding Notes (as of the last day of the related Collection Period) is reached, if the Noteholders or and Note Owners of a majority of the Note Balance of Outstanding Notes vote voted to direct agree to a Review, the Indenture Trustee will promptly send a Review Notice to the Asset Representations Reviewer and the Servicer informing the Asset Representations Reviewer to commence the Review under the Asset Representations Review Agreement and stating that such Review Notice is being delivered pursuant to this Section and Section 3.01 of the Asset Representations Review Agreement. For the avoidance of doubt, the Indenture Trustee shall not be required to (i) determine whether, or give notice to Noteholders that a Delinquency Trigger has occurred or Note Owners have voted (ii) determine which assets are subject to Review by an Asset Representations Reviewer. The Indenture Trustee may select a vote agent that is experienced in the administration of Noteholder votes and/or consent solicitations to conduct and administer any Noteholder vote about whether to direct the Asset Representations Reviewer to conduct a Review of the ReviewReview Assets and, so long as the Indenture Trustee selects such vote agent with due care, the Indenture Trustee will not be liable for any actions or inactions of such vote agent.

Noteholder Demand for Asset Representations Review. If a Delinquency Trigger occurs, as reported on Form 10-D, a Noteholder (if the Notes are represented by Definitive Notes) or a Note Owner (if the Notes are represented by Book-Entry Notes) may make a demand on the Indenture Trustee to cause a vote of the Noteholders or Note Owners, as applicable, about on whether to direct the Asset Representations Reviewer to conduct a Review of the Review Receivables under the Asset Representations Review Agreement. In the case of a Note Owner, each demand must be accompanied by a certification from that Person that it is a Note Owner, together with at least one form of documentation evidencing its ownership of a Note, including a trade confirmation, account statement, letter from a broker or dealer or similar document. If the Noteholders or Note Owners of at least 5% of the aggregate Note Balance of the Notes demand a vote Indenture Trustee receives within 90 [90] days of the filing of the Form 10-D reporting the occurrence of the Delinquency TriggerTrigger a written demand from the Noteholders and Note Owners of at least 5% of the aggregate Note Balance of the Outstanding Notes (as of the last day of the related Collection Period) to initiate a vote (which shall be conducted in accordance with its standard internal vote solicitation process at the time) with respect to the Review, then (a) the Indenture Trustee will promptly notify the Servicer and the Administrator thereof and request a such vote of the Noteholders or and Note Owners through the applicable Clearing Agency and (b) the Servicer will include in the Form 10-D report for the Collection Period in which such demand was received (i) a statement that Holders of record as a sufficient percentage of the most recent Record Date andaggregate Note Balance of the Notes are requesting a full Noteholder vote on whether to direct the Asset Representations Reviewer to conduct a Review and (ii) a description of the applicable voting procedures, in including the case of Note Owners, through the Clearing Agency processapplicable voting deadline. The vote will remain open until the [150th day day] after the filing of the that Form 10-D. Assuming a voting quorum of the Noteholders or and Note Owners holding at least 5% of the aggregate Note Balance of the Outstanding Notes (as of the last day of the related Collection Period) is reached, if the Noteholders or and Note Owners of a majority of the Note Balance of Outstanding Notes vote voted agree to direct a Review, the Indenture Trustee will promptly send a Review Notice to the Asset Representations Reviewer and the Servicer under the Asset Representations Review Agreement stating Agreement. For the avoidance of doubt, the Indenture Trustee shall not be required to (i) determine whether, or give notice to Noteholders that a Delinquency Trigger has occurred or (ii) determine which assets are subject to Review by an Asset Representations Reviewer. The Indenture Trustee may select a vote agent that is experienced in the Noteholders or Note Owners have voted administration of Noteholder votes and/or consent solicitations to conduct and administer any Noteholder vote about whether to direct the Asset Representations Reviewer to conduct a Review of the ReviewReview Assets and, so long as the Indenture Trustee selects such vote agent with due care, the Indenture Trustee will not be liable for any actions or inactions of such vote agent.

Noteholder Demand for Asset Representations Review. If a Delinquency Trigger occurs, as reported on Form 10-D, a Noteholder (if the Notes are represented by Definitive Notes) or a Note Owner (if the Notes are represented by Book-Entry Notes) may make a demand on the Indenture Trustee to cause a vote of the Noteholders or Note Owners, as applicable, about whether to direct the Asset Representations Reviewer to conduct a Review of the Review Receivables under the Asset Representations Review Agreement. In the case of a Note Owner, each demand must be accompanied by a certification from that Person that it is a Note Owner, together with at least one form of documentation evidencing its ownership of a Note, including a trade confirmation, account statement, letter from a broker or dealer or similar document. If the Noteholders or and Note Owners Owners, of at least 5% of the aggregate Note Balance Outstanding Amount of the Notes (excluding Notes held by CNHICA, the Servicer and their Affiliates) demand a vote within 90 days of the filing of the Form 10-D reporting the occurrence of the Delinquency Trigger, the Indenture Trustee will promptly request a vote of the Noteholders or Note Owners of record as of the most recent Record Date and, in the case of Note Owners, through the Clearing Agency processAgency. The vote will remain open until the 150th day after the filing of the Form 10-D. Assuming a voting quorum of the Noteholders or Note Owners holding at least 5% of the aggregate Note Balance Outstanding Amount of the Notes is reached, if the Noteholders or Note Owners of a majority of the Note Balance Outstanding Amount of the Notes vote voted agree to direct a Review, the Indenture Trustee will promptly send a Review Notice to the Asset Representations Reviewer and the Servicer under the Asset Representations Review Agreement stating that the Noteholders or Note Owners have voted to direct directing the Asset Representations Representation Reviewer to conduct the Review.. 42

Noteholder Demand for Asset Representations Review. If a Delinquency Trigger occurs, as reported on Form 10-D, a Noteholder (if the Notes are represented by Definitive Notes) or ), a Note Owner (if the Notes are represented by Book-Entry Notes), a Certificateholder (if the Certificates are represented by Definitive Certificates) or a Certificate Owner (if the Certificates are represented by Book-Entry Certificates) may make a demand on the Indenture Trustee to cause a vote of the Noteholders or Note Owners, as applicable, about whether to direct the Asset Representations Reviewer to conduct a Review of the Review Receivables under the Asset Representations Review Agreement. In the case of a Note Owner or Certificate Owner, each demand must be accompanied by a certification from that Person that it is a Note Owner or Certificate Owner, together with at least one form of documentation evidencing its ownership of a NoteNote or Certificate, including a trade confirmation, account statement, letter from a broker or dealer or similar document. If the Noteholders or and Note Owners of at least 5% of the aggregate Note Balance of the Notes as of the related Record Date or Certificateholders and Certificate Owners of at least 40% of the aggregate Percentage Interests of the Certificates as of the related Record Date demand a vote within 90 days of the filing of the Form 10-D reporting the occurrence of the Delinquency Trigger, (i) the Indenture Trustee will promptly request a vote of the Noteholders or Note Owners of record as of the most recent related Record Date and, in the case of Note Owners, through the Clearing Agency processusing the Indenture Trustee’s standard procedures for conducting a vote for Noteholders or, with respect to Book-Entry Notes, as directed by the Note Owners or the applicable Clearing Agency procedures for such votes, and (ii) the Issuer’s Form 10-D filing for the Collection Period in which the demand requirement was met will include a statement that sufficient requesting Noteholders or Note Owners, or Certificateholders or Certificate Owners, as applicable, are requesting a full Noteholder or Note Owner vote to commence a Review. The vote will remain open until the 150th day after the filing of the Form 10-D. The Form 10-D filing also will specify the applicable voting procedures. Assuming a voting quorum of the Noteholders or Note Owners holding at least 5% of the aggregate Note Balance of the Outstanding Notes is reached, if the Noteholders or Note Owners of a majority of the Note Balance of Outstanding Notes vote voted agree to direct a Review, the Indenture Trustee will promptly send a Review Notice to the Asset Representations Reviewer and the Servicer under the Asset Representations Review Agreement stating informing the Asset Representations Reviewer to conduct the Review. Any fees and expenses incurred by the Indenture Trustee pursuant to this Section shall be subject to reimbursement pursuant to Section 6.07. For the avoidance of doubt, the Indenture Trustee shall not be required to (i) determine whether, or give notice to Noteholders or Certificateholders that, a Delinquency Trigger has occurred or (ii) determine which assets are subject to a Review by an Asset Representations Reviewer. The Indenture Trustee shall have no obligation to pursue or otherwise be involved in resolving any Repurchase Request, including any such request that is the subject of dispute resolution, unless it is directed to do so by the Noteholders representing not less than 51% of the Note Balance of the Controlling Class and such Noteholders shall have offered to the Indenture Trustee security or indemnity satisfactory to it against the reasonable costs, expenses, disbursements, advances and liabilities that might be incurred by it, its agents and its counsel in compliance with such direction. For the avoidance of doubt, if the Indenture Trustee does not agree to pursue or otherwise be involved in resolving any Repurchase Request, the Noteholders representing not less than 51% of the Note Owners have voted Balance of the Controlling Class may independently pursue dispute resolution in respect of such Repurchase Request in accordance with Section 3.04 of the Sale and Servicing Agreement. The Indenture Trustee may select a vote agent that is experienced in the administration of Noteholder votes and/or consent solicitations to conduct and administer any Noteholder vote about whether to direct the Asset Representations Reviewer to conduct a Review of the ReviewReview Receivables and, so long as the Indenture Trustee selects such vote agent with due care, the Indenture Trustee will not be liable for any actions or inactions of such vote agent.

Noteholder Demand for Asset Representations Review. If a Delinquency Trigger occurs, as reported on Form 10-D, a Noteholder (if the Notes are represented by Definitive Notes) or a Note Owner (if the Notes are represented by Book-Entry Notes) may make a demand on the Indenture Trustee to cause a vote of the Noteholders or Note Owners, as applicable, about whether to direct the Asset Representations Reviewer to conduct a Review of the Review Receivables under the Asset Representations Review Agreement. In the case of a Note Owner, each demand must be accompanied by a certification from that Person that it is a Note Owner, together with at least one form of documentation evidencing its ownership of a Note, including a trade confirmation, account statement, letter from a broker or dealer or similar document. If the Noteholders or and Note Owners Owners, of at least 5% of the aggregate Note Balance of the Notes demand a vote within 90 days of the filing of the Form 10-D reporting the occurrence of the Delinquency Trigger, the Indenture Trustee will promptly request a vote of the Noteholders or Note Owners of record as of the most recent Record Date and, in the case of Note Owners, through the Clearing Agency processAgency. The vote will remain open until the 150th day after the filing of the Form 10-D. Assuming a voting quorum of the Noteholders or Note Owners holding at least 5% of the aggregate Note Balance of the Notes is reached, if the Noteholders or Note Owners of a majority of the Note Balance of Notes vote voted agree to direct a Review, the Indenture Trustee will promptly send a Review Notice to the Asset Representations Reviewer and the Servicer under the Asset Representations Review Agreement stating that the Noteholders or Note Owners have voted to direct directing the Asset Representations Reviewer to conduct the Review.

Noteholder Demand for Asset Representations Review. If a Delinquency Trigger occurs, as reported on Form 10-D, a Noteholder (if the Notes are represented by Definitive Notes) or a Note Owner (if the Notes are represented by Book-Entry Notes) may make a demand on the Indenture Trustee to cause a vote of the Noteholders or Note Owners, as applicable, about whether to direct the Asset Representations Reviewer to conduct a Review of the Review Receivables Leases under the Asset Representations Review Agreement. In the case of a Note Owner, each demand must be accompanied by a certification from that Person that it is a Note Owner, together with at least one form of documentation evidencing its ownership of a Note, including a trade confirmation, account statement, letter from a broker or dealer or similar document. If the Noteholders or and Note Owners Owners, of at least 5% of the aggregate Note Balance of the Notes demand a vote within 90 days of the filing of the Form 10-D reporting the occurrence of the Delinquency Trigger, the Indenture Trustee will promptly request a vote of the Noteholders or Note Owners of record as of the most recent Record Date and, in the case of Note Owners, through the Clearing Agency processAgency. The vote will remain open until the 150th day after the filing of the Form 10-D. Assuming a voting quorum of the Noteholders or Note Owners holding at least 5% of the aggregate Note Balance of the Notes is reached, if the Noteholders or Note Owners of a majority of the Note Balance of Notes vote voted agree to direct a Review, the Indenture Trustee will promptly send a Review Notice to the Asset Representations Reviewer and the Servicer under the Asset Representations Review Agreement stating that the Noteholders or Note Owners have voted to direct directing the Asset Representations Reviewer to conduct the Review.

Noteholder Demand for Asset Representations Review. If a Delinquency Trigger occurs, as reported on a Form 10-D, a Noteholder (if the Notes are represented by Definitive Notes) or a Note Owner (if the Notes are represented by Book-Entry Notes) may make a demand on the Indenture Trustee to cause a vote of the Noteholders or Note Owners, as applicable, about whether to direct the Asset Representations Reviewer to conduct a Review of the Review Receivables Contracts under the Asset Representations Review Agreement. In the case of a Note OwnerHolder of a Book-Entry Note, each demand must be accompanied by a certification from that Person that it is a Note OwnerNoteholder, together with at least one form of documentation evidencing its ownership of a Note, including a trade confirmation, account statement, letter from a broker or dealer or similar document. If the Noteholders or Note Owners of at least 5% of the aggregate Note Balance principal amount of the Notes [(excluding Harley-Davidson Credit or any Affiliate of Harley-Davidson Credit that is also a Noteholder)] demand a vote within 90 days of the filing of the Form 10-D reporting the occurrence of the Delinquency Trigger, the Indenture Trustee will promptly request a vote of the Noteholders or Note Owners of record as of the most recent Record Date and, in the case of Note Owners, through the Clearing Agency process, which shall be conducted in accordance with the standard internal vote solicitation process at the time. The vote will remain open until the 150th day after the filing of the such Form 10-D. Assuming a voting quorum of the Noteholders or Note Owners holding at least 5% of the aggregate Note Balance principal amount of the Notes is reached, if the Noteholders or Note Owners of a majority of the Note Balance aggregate principal balance of the Notes vote to direct a Review, the Indenture Trustee will promptly send a Review Notice to the Asset Representations Reviewer and the Servicer under the Asset Representations Review Agreement stating that the Noteholders or Note Owners have voted to direct requesting the Asset Representations Reviewer to conduct the Review.

Noteholder Demand for Asset Representations Review. If a Delinquency Trigger occurs, as reported on Form 10-D, a Noteholder (if the Notes are represented by Definitive Notes) or a Note Owner (if the Notes are represented by Book-Entry Notes) may make a demand on the Indenture Trustee to cause a vote of the Noteholders or Note Owners, as applicable, about on whether to direct the Asset Representations Reviewer to conduct a Review of the Review Receivables under the Asset Representations Review Agreement. In the case of a Note Owner, each demand must be accompanied by a certification from that Person that it is a Note Owner, together with at least one form of documentation evidencing its ownership of a Note, including a trade confirmation, account statement, letter from a broker or dealer or similar document. If the Noteholders or Note Owners of at least 5% of the aggregate Note Balance of the Notes demand a vote Indenture Trustee receives within 90 days of the filing of the Form 10-D reporting the occurrence of the Delinquency TriggerTrigger a written demand from the Noteholders and Note Owners of at least 5% of the aggregate Note Balance of the Notes (as of the last day of the related Collection Period) to initiate a vote (which shall be conducted in accordance with its standard internal vote solicitation process at the time) with respect to the Review, then (a) the Indenture Trustee will promptly notify the Servicer and the Administrator thereof and request a such vote of the Noteholders or and Note Owners through the applicable Clearing Agency and (b) the Servicer will include in the Form 10-D report for the Collection Period in which such demand was received (i) a statement that Holders of record as a sufficient percentage of the most recent Record Date andaggregate Note Balance of the Notes are requesting a full Noteholder vote on whether to direct the Asset Representations Reviewer to conduct a Review and (ii) a description of the applicable voting procedures, in including the case of Note Owners, through the Clearing Agency processapplicable voting deadline. The vote will remain open until the 150th day after the filing of the that Form 10-D. Assuming a voting quorum of the Noteholders or and Note Owners holding at least 5% of the aggregate Note Balance of the Notes (as of the last day of the related Collection Period) is reached, if the Noteholders or and Note Owners of a majority of the Note Balance of Notes vote voted agree to direct a Review, the Indenture Trustee will promptly send a Review Notice to the Asset Representations Reviewer and the Servicer under the Asset Representations Review Agreement stating Agreement. For the avoidance of doubt, the Indenture Trustee shall not be required to (i) determine whether, or give notice to Noteholders that a Delinquency Trigger has occurred or (ii) determine which assets are subject to Review by an Asset Representations Reviewer. The Indenture Trustee may select a vote agent that is experienced in the Noteholders or Note Owners have voted administration of Noteholder votes and/or consent solicitations to conduct and administer any Noteholder vote about whether to direct the Asset Representations Reviewer to conduct a Review of the ReviewReview Assets and, so long as the Indenture Trustee selects such vote agent with due care, the Indenture Trustee will not be liable for any actions or inactions of such vote agent.

Noteholder Demand for Asset Representations Review. If a Delinquency Trigger occurs, as reported on Form 10-D, a Noteholder (if the Notes are represented by Definitive Notes) or a Note Owner (if the Notes are represented by Book-Entry Notes) may make a demand on the Indenture Trustee to cause a vote of the Noteholders or Note Owners, as applicable, about whether to direct the Asset Representations Reviewer to conduct a Review of the Review Receivables Contracts under the Asset Representations Review Agreement. In the case of a Note OwnerHolder of a Book-Entry Note, each demand must be accompanied by a certification from that Person that it is a Note OwnerNoteholder, together with at least one form of documentation evidencing its ownership of a Note, including a trade confirmation, account statement, letter from a broker or dealer or similar document. If the Noteholders or Note Owners of at least 5% of the aggregate Note Balance principal amount of the Notes (excluding Harley-Davidson Credit or any Affiliate of Harley-Davidson Credit that is also a Noteholder) demand a vote within 90 [90] days of the filing of the Form 10-D reporting the occurrence of the Delinquency Trigger, the Indenture Trustee will promptly request a vote of the Noteholders or Note Owners of record as of the most recent Record Date and, in the case of Note Owners, through the Clearing Agency processAgency. The vote will remain open until the 150th [150th] day after the filing of the Form 10-D. Assuming a voting quorum of the Noteholders or Note Owners holding at least 5% of the aggregate Note Balance principal amount of the Notes is reached, if the Noteholders or Note Owners of a majority of the Note Balance aggregate principal balance of the Notes vote voted agree to direct a Review, the Indenture Trustee will promptly send a Review Notice to the Asset Representations Reviewer and the Servicer under the Asset Representations Review Agreement stating that the Noteholders or Note Owners have voted to direct directing the Asset Representations Reviewer to conduct the Review.

Noteholder Demand for Asset Representations Review. If a Delinquency Trigger occurs, as reported on Form 10-D, a Noteholder (if the Notes are represented by Definitive Notes) or a Note Owner (if the Notes are represented by Book-Entry Notes) may make a demand on the Indenture Trustee to cause a vote of the Noteholders or Note Owners, as applicable, about on whether to direct the Asset Representations Reviewer to conduct a Review of the Review Receivables under the Asset Representations Review Agreement. In the case of a Note Owner, each demand must be accompanied by a certification from that Person that it is a Note Owner, together with at least one form of documentation evidencing its ownership of a Note, including a trade confirmation, account statement, letter from a broker or dealer or similar document. If the Noteholders or Note Owners of at least 5% of the aggregate Note Balance of the Notes demand a vote Indenture Trustee receives within 90 days of the filing of the Form 10-D reporting the occurrence of the Delinquency TriggerTrigger a written demand from the Noteholders and Note Owners of at least 5% of the aggregate Note Balance of the Notes (as of the last day of the related Collection Period) to initiate a vote (which shall be conducted in accordance with its standard internal vote solicitation process at the time) with respect to the Review, then (a) the Indenture Trustee will promptly notify the Servicer and the Administrator thereof and request a such vote of the Noteholders or and Note Owners through the applicable Clearing Agency and (b) the Servicer will include in the Form 10-D report for the Collection Period in which such demand was received (i) a statement that Holders of record as a sufficient percentage of the most recent Record Date andaggregate Note Balance of the Notes are requesting a full Noteholder vote on whether to direct the Asset Representations Reviewer to conduct a Review and (ii) a description of the applicable voting procedures, in including the case of Note Owners, through the Clearing Agency processapplicable voting deadline. The vote will remain open until the 150th day after the filing of the that Form 10-D. Assuming a voting quorum of the Noteholders or and Note Owners holding at least 5% of the aggregate Note Balance of the Notes (as of the last day of the related Collection Period) is reached, if the Noteholders or and Note Owners of a majority of the Note Balance of Notes vote voted agree to direct a Review, the Indenture Trustee will promptly send a Review Notice to the Asset Representations Reviewer and the Servicer under the Asset Representations Review Agreement stating Agreement. For the avoidance of doubt, the Indenture Trustee shall not be required to (i) determine whether, or give notice to Noteholders that a Delinquency Trigger has occurred or (ii) determine which assets are subject to Review by an Asset Representations Reviewer. Except as otherwise contemplated by the 2016-A Basic Documents, including Section 7.01 and this Section 7.02, and the TIA, the Indenture Trustee shall have no obligation to pursue or otherwise be involved in resolving any Reallocation Request, including any such request that is the subject of dispute resolution, unless it is directed to do so by the Majority Noteholders of the Controlling Class and such Majority Noteholders of the Controlling Class shall have offered to the Indenture Trustee security or Note Owners have voted indemnity satisfactory to it against the reasonable costs, expenses, disbursements, advances and liabilities that might be incurred by it, its agents and its counsel in compliance with such direction. The Indenture Trustee may select a vote agent that is experienced in the administration of Noteholder votes and/or consent solicitations to conduct and administer any Noteholder vote about whether to direct the Asset Representations Reviewer to conduct a Review of the ReviewReview Assets and, so long as the Indenture Trustee selects such vote agent with due care, the Indenture Trustee will not be liable for any actions or inactions of such vote agent.

Noteholder Demand for Asset Representations Review. If a Delinquency Trigger occurs, as reported on Form 10-D, a Noteholder (if the Notes are represented by Definitive Notes) or a Note Owner (if the Notes are represented by Book-Entry Notes) may make a demand on the Indenture Trustee to cause a vote of the Noteholders or Note Owners, as applicable, about whether to direct the Asset Representations Reviewer to conduct a Review of the Review Receivables Contracts under the Asset Representations Review Agreement. In the case of a Note OwnerHolder of a Book-Entry Note, each demand must be accompanied by a certification from that Person that it is a Note OwnerNoteholder, together with at least one form of documentation evidencing its ownership of a Note, including a trade confirmation, account statement, letter from a broker or dealer or similar document. If the Noteholders or Note Owners of at least 5% of the aggregate Note Balance principal amount of the Notes (excluding the Sponsor or any Affiliate of the Sponsor that is also a Noteholder) demand a vote within 90 [90] days of the filing of the Form 10-D reporting the occurrence of the Delinquency Trigger, the Indenture Trustee will promptly request a vote of the Noteholders or Note Owners of record as of the most recent Record Date and, in the case of Note Owners, through the Clearing Agency processAgency. The vote will remain open until the 150th [150th] day after the filing of the Form 10-D. Assuming a voting quorum of the Noteholders or Note Owners holding at least [5% %] of the aggregate Note Balance principal amount of the Notes is reached, if the Noteholders or Note Owners of a majority of the Note Balance aggregate principal balance of the Notes vote voted agree to direct a Review, the Indenture Trustee will promptly send a Review Notice to the Asset Representations Reviewer and the Servicer under the Asset Representations Review Agreement stating that the Noteholders or Note Owners have voted to direct directing the Asset Representations Reviewer to conduct the Review.

Noteholder Demand for Asset Representations Review. If a Delinquency Trigger occurs, as reported on Form 10-D, a Noteholder (if the Notes are represented by Definitive Notes) or a Note Owner (if the Notes are represented by Book-Entry Notes) may make a demand on the Indenture Trustee to cause a vote of the Noteholders or Note Owners, as applicable, about on whether to direct the Asset Representations Reviewer to conduct a Review of the Review Receivables under the Asset Representations Review Agreement. In the case of a Note Owner, each demand must be accompanied by a certification from that Person that it is a Note Owner, together with at least one form of documentation evidencing its ownership of a Note, including a trade confirmation, account statement, letter from a broker or dealer or similar document. If the Noteholders or Note Owners of at least 5% of the aggregate Note Balance of the Notes demand a vote Indenture Trustee receives within 90 days of the filing of the Form 10-D reporting the occurrence of the Delinquency TriggerTrigger a written demand from the Noteholders and Note Owners of at least 5% of the aggregate Note Balance of the Notes to initiate a vote with respect to the Review, then (a) the Indenture Trustee will promptly notify the Servicer and the Administrator thereof and request a such vote of the Noteholders or and Note Owners through the applicable Clearing Agency and (b) the Servicer will include in the Form 10-D report for the Collection Period in which such demand was received (i) a statement that Holders of record as a sufficient percentage of the most recent Record Date andaggregate Note Balance of the Notes are requesting a full Noteholder vote on whether to direct the Asset Representations Reviewer to conduct a Review and (ii) a description of the applicable voting procedures, in including the case of Note Owners, through the Clearing Agency processapplicable voting deadline. The vote will remain open until the 150th day after the filing of the that Form 10-D. Assuming a voting quorum of the Noteholders or and Note Owners holding at least 5% of the aggregate Note Balance of the Notes is reached, if the Noteholders or and Note Owners of a majority of the Note Balance of Notes vote voted agree to direct a Review, the Indenture Trustee will promptly send a Review Notice to the Asset Representations Reviewer and the Servicer under the Asset Representations Review Agreement stating that the Noteholders or Note Owners have voted to direct directing the Asset Representations Reviewer to conduct the Review.