Common use of Report on Assessment of Compliance Clause in Contracts

Report on Assessment of Compliance. with Servicing Criteria and Attestation; Annual Officer’s Certificate 52 Section 9.05. Monthly Reports to Noteholders 53 Section 9.06. Regulation AB 54 Section 9.07. Information to Be Provided by the Indenture Trustee 54 Section 9.08. Exchange Act Reporting 55 ARTICLE TEN TERMINATION 56 Section 10.01. Sale of Trust Assets 56 ARTICLE ELEVEN MISCELLANEOUS 56 Section 11.01. Amendment 56 Section 11.02. Protection of Title to Trust 57 Section 11.03. Governing Law 58 Section 11.04. Notices 58 Section 11.05. Severability of Provisions 60 Section 11.06. Assignment 60 Section 11.07. Third Party Beneficiaries 60 Section 11.08. Counterparts 60 Section 11.09. Headings 60 Section 11.10. No Bankruptcy Petition; Disclaimer and Subordination 61 Section 11.11. Limitation of Liability of Owner Trustee and Indenture Trustee 61 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 E Servicing Criteria to be Addressed in Indenture Trustee’s Assessment of Compliance E-1 Exhibit F Form of 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 I-1 Exhibit J Seller’s Representations and Warranties J-1 THIS SALE AND SERVICING AGREEMENT, dated as of [ ] (this “Agreement”), is entered into by and among Harley-Davidson Motorcycle Trust [ ] (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”), [Harley-Davidson Motorcycle Grantor Trust [ ] (together with its successors and assigns, the “Underlying Trust”),] [ ] (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”).

Report on Assessment of Compliance. with Servicing Criteria and Attestation; Annual Officer’s Certificate 52 48 Section 9.05. Monthly Reports to Noteholders 53 49 Section 9.06. Regulation AB 54 50 Section 9.07. Information to Be Provided by the Indenture Trustee 54 50 Section 9.08. Exchange Act Reporting 55 51 ARTICLE TEN TERMINATION 56 52 Section 10.01. Sale of Trust Assets 56 52 ARTICLE ELEVEN MISCELLANEOUS 56 52 Section 11.01. Amendment 56 52 Section 11.02. Protection of Title to Trust 57 53 Section 11.03. Governing Law 58 54 Section 11.04. Notices 58 54 Section 11.05. Severability of Provisions 60 56 Section 11.06. Assignment 60 56 Section 11.07. Third Party Beneficiaries 60 56 Section 11.08. Counterparts 60 56 Section 11.09. Headings 60 57 Section 11.10. No Bankruptcy Petition; Disclaimer and Subordination 61 57 Section 11.11. Limitation of Liability of Owner Trustee and Indenture Trustee 61 57 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 E Servicing Criteria to be Addressed in Indenture Trustee’s Assessment of Compliance E-1 Exhibit F Form of 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 I-1 Exhibit J Seller’s Representations and Warranties J-1 THIS SALE AND SERVICING AGREEMENT, dated as of [ ] January 1, 2020 (this “Agreement”), is entered into by and among Harley-Davidson Motorcycle Trust [ ] 2020-A (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”), [Harley-Davidson Motorcycle Grantor The Bank of New York Mellon Trust [ ] (together with its successors and assignsCompany, the “Underlying Trust”),] [ ] 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”).