Common use of Successor Trustees and Additional Trustees Clause in Contracts

Successor Trustees and Additional Trustees. 19 SECTION 9.1 Resignation of the Underlying Trustee 19 SECTION 9.2 Removal of the Underlying Trustee 19 SECTION 9.3 Appointment of a Successor Underlying Trustee 20 SECTION 9.4 Successor Underlying Trustee 20 SECTION 9.5 [Reserved] 20 SECTION 9.6 Appointment of Co-Underlying Trustee or Separate Underlying Trustee 20 SECTION 9.7 Corporate Underlying Trustee Required; Eligibility; Disqualification 22 ARTICLE X - MISCELLANEOUS 22 SECTION 10.1 Supplements and Amendments 22 SECTION 10.2 No Legal Title to Trust Estate in Certificateholder 23 SECTION 10.3 Limitations on Rights of Others 23 SECTION 10.4 Notices 23 SECTION 10.5 Severability 24 SECTION 10.6 Separate Counterparts; Originals 24 SECTION 10.7 Successors and Assigns 24 SECTION 10.8 No Petition 24 SECTION 10.9 No Recourse 25 SECTION 10.10 Headings 25 SECTION 10.11 GOVERNING LAW 25 SECTION 10.12 Administrator 25 SECTION 10.13 Waiver of Jury Trial 25 SECTION 10.14 Not Acting in Individual Capacity 26 SECTION 10.15 Underlying Trustee Not Liable for Underlying Trust Certificate 26 SECTION 10.16 PATRIOT Act 26 Exhibit A Form of Underlying Trust Certificate TRUST AGREEMENT THIS TRUST AGREEMENT, made as of [______], 20[__] (as from time to time amended, supplemented or otherwise modified and in effect, this “Agreement”), by and among HARLEY-DAVIDSON MOTORCYCLE TRUST [_____], a Delaware statutory trust (in its capacity as settlor hereunder, the “Settlor”), HARLEY-DAVIDSON CREDIT CORP., a Nevada corporation (“Harley-Davidson Credit” and, in its capacity as administrator hereunder, the “Administrator”), and [_________________________________________], a [___________________] (“[__________]” and, in its capacity as trustee hereunder, the “Underlying Trustee”), hereby establishes the HARLEY-DAVIDSON MOTORCYCLE GRANTOR TRUST [________________] (the “Underlying Trust”) as a Delaware [statutory] trust for the purposes of (i) issuing the Harley-Davidson Motorcycle Grantor Trust [___________] Certificate (the “Underlying Trust Certificate”), evidencing the 100% beneficial interest in the Underlying Trust, to the Settlor and (ii) using the proceeds deposited by the Settlor in exchange for the Underlying Trust Certificate to purchase pool of fixed-rate, simple interest promissory notes and security agreements relating to Harley-Davidson motorcycles and related assets (together with the proceeds thereof, the “Trust Estate”) pursuant to the Sale and Servicing Agreement, with respect to which the Underlying Trust Certificate evidences a 100% beneficial ownership interest.

Successor Trustees and Additional Trustees. 19 SECTION 9.1 Resignation of the Underlying Trustee 19 SECTION 9.2 Removal of the Underlying Trustee 19 SECTION 9.3 Appointment of a Successor Underlying Trustee 20 19 SECTION 9.4 Successor Underlying Trustee 20 SECTION 9.5 [Reserved] 20 SECTION 9.6 Appointment of Co-Underlying Trustee or Separate Underlying Trustee 20 SECTION 9.7 Corporate Underlying Trustee Required; Eligibility; Disqualification 22 ARTICLE X - MISCELLANEOUS 22 SECTION 10.1 Supplements and Amendments 22 SECTION 10.2 No Legal Title to Trust Estate in Certificateholder 23 SECTION 10.3 Limitations on Rights of Others 23 SECTION 10.4 Notices 23 SECTION 10.5 Severability 24 SECTION 10.6 Separate Counterparts; Originals Counterparts 24 SECTION 10.7 Successors and Assigns 24 SECTION 10.8 No Petition 24 SECTION 10.9 No Recourse 25 SECTION 10.10 Headings 25 SECTION 10.11 GOVERNING LAW 25 SECTION 10.12 Administrator 25 SECTION 10.13 Waiver of Jury Trial 25 SECTION 10.14 Not Acting in Individual Capacity 26 25 SECTION 10.15 Underlying Trustee Not Liable for Underlying Trust Certificate 26 SECTION 10.16 PATRIOT Act 26 Exhibit A Form of Underlying Trust Certificate AMENDED AND RESTATED TRUST AGREEMENT THIS AMENDED AND RESTATED TRUST AGREEMENT, made as of [______]June 8, 20[__] 2016 (as from time to time amended, supplemented or otherwise modified and in effect, this “Agreement”), by and among HARLEY-DAVIDSON MOTORCYCLE TRUST [_____]2016-A, a Delaware statutory trust (in its capacity as settlor hereunder, the “Settlor”), HARLEY-DAVIDSON CREDIT CORP., a Nevada corporation (“Harley-Davidson Credit” and, in its capacity as administrator hereunder, the “Administrator”), and [_________________________________________]WILMINGTON TRUST, NATIONAL ASSOCIATION, a [___________________] national banking association (“[__________]Wilmington Trust” and, in its capacity as trustee hereunder, the “Underlying Trustee”), hereby establishes amends and restates that certain Trust Agreement, dated as of May 20, 2016, by and between Settlor and the Underlying Trustee. The HARLEY-DAVIDSON MOTORCYCLE GRANTOR TRUST [________________] 2016-A (the “Underlying Trust”) is established as a Delaware [statutory] statutory trust for the purposes of (i) issuing the Harley-Davidson Motorcycle Grantor Trust [___________] 2016-A Certificate (the “Underlying Trust Certificate”), evidencing the 100% beneficial interest in the Underlying Trust, to the Settlor and (ii) using the proceeds deposited by the Settlor in exchange for the Underlying Trust Certificate to purchase pool of fixed-rate, simple interest promissory notes and security agreements relating to Harley-Davidson motorcycles and related assets (together with the proceeds thereof, the “Trust Estate”) pursuant to the Sale and Servicing Agreement, with respect to which the Underlying Trust Certificate evidences a 100% beneficial ownership interest.

Successor Trustees and Additional Trustees. 19 SECTION 9.1 Resignation of the Underlying Trustee 19 SECTION 9.2 Removal of the Underlying Trustee 19 SECTION 9.3 Appointment of a Successor Underlying Trustee 20 SECTION 9.4 Successor Underlying Trustee 20 SECTION 9.5 [Reserved] 20 SECTION 9.6 Appointment of Co-Underlying Trustee or Separate Underlying Trustee 20 SECTION 9.7 Corporate Underlying Trustee Required; Eligibility; Disqualification 22 ARTICLE X - MISCELLANEOUS 22 SECTION 10.1 Supplements and Amendments 22 SECTION 10.2 No Legal Title to Trust Estate in Certificateholder 23 SECTION 10.3 Limitations on Rights of Others 23 SECTION 10.4 Notices 23 SECTION 10.5 Severability 24 SECTION 10.6 Separate Counterparts; Originals Counterparts 24 SECTION 10.7 Successors and Assigns 24 SECTION 10.8 No Petition 24 SECTION 10.9 No Recourse 25 24 SECTION 10.10 Headings 25 SECTION 10.11 GOVERNING LAW 25 SECTION 10.12 Administrator 25 SECTION 10.13 Waiver of Jury Trial 25 SECTION 10.14 Not Acting in Individual Capacity 26 25 SECTION 10.15 Underlying Trustee Not Liable for Underlying Trust Certificate 26 25 SECTION 10.16 PATRIOT Act 26 Exhibit A Form of Underlying Trust Certificate TRUST AGREEMENT THIS TRUST AGREEMENT, made as of [______], 20[__] (as from time to time amended, supplemented or otherwise modified and in effect, this “Agreement”), by and among HARLEY-DAVIDSON MOTORCYCLE TRUST [_____], a Delaware statutory trust (in its capacity as settlor hereunder, the “Settlor”), HARLEY-DAVIDSON CREDIT CORP., a Nevada corporation (“Harley-Davidson Credit” and, in its capacity as administrator hereunder, the “Administrator”), and [_________________________________________], a [___________________] (“[__________]” and, in its capacity as trustee hereunder, the “Underlying Trustee”), hereby establishes the HARLEY-DAVIDSON MOTORCYCLE GRANTOR TRUST [________________] (the “Underlying Trust”) as a Delaware [statutory] trust for the purposes of (i) issuing the Harley-Davidson Motorcycle Grantor Trust [___________] Certificate (the “Underlying Trust Certificate”), evidencing the 100% beneficial interest in the Underlying Trust, to the Settlor and (ii) using the proceeds deposited by the Settlor in exchange for the Underlying Trust Certificate to purchase pool of fixed-rate, simple interest promissory notes and security agreements relating to Harley-Davidson motorcycles and related assets (together with the proceeds thereof, the “Trust Estate”) pursuant to the Sale and Servicing Agreement, with respect to which the Underlying Trust Certificate evidences a 100% beneficial ownership interest.

Successor Trustees and Additional Trustees. 19 18 SECTION 9.1 Resignation of the Underlying Trustee 19 18 SECTION 9.2 Removal of the Underlying Trustee 19 SECTION 9.3 Appointment of a Successor Underlying Trustee 20 19 SECTION 9.4 Successor Underlying Trustee 20 SECTION 9.5 [Reserved] Accounts 20 SECTION 9.6 Appointment of Co-Underlying Trustee or Separate Underlying Trustee 20 SECTION 9.7 Corporate Underlying Trustee Required; Eligibility; Disqualification 22 ARTICLE X - MISCELLANEOUS 22 SECTION 10.1 Supplements and Amendments 22 SECTION 10.2 No Legal Title to Trust Estate in Certificateholder 23 22 SECTION 10.3 Limitations on Rights of Others 23 SECTION 10.4 Notices 23 SECTION 10.5 Severability 24 23 SECTION 10.6 Separate Counterparts; Originals 24 Counterparts 23 SECTION 10.7 Successors and Assigns 24 23 SECTION 10.8 No Petition 24 SECTION 10.9 No Recourse 25 24 SECTION 10.10 Headings 25 24 SECTION 10.11 GOVERNING LAW 25 24 SECTION 10.12 Administrator 25 24 SECTION 10.13 Waiver of Jury Trial 25 24 SECTION 10.14 Not Acting in Individual Capacity 26 25 SECTION 10.15 Underlying Trustee Not Liable for Underlying Trust Certificate 26 25 SECTION 10.16 PATRIOT Act 26 25 Exhibit A Form of Underlying Trust Certificate TRUST AGREEMENT THIS TRUST AGREEMENT, made as of [______[ ], 20[__[ ] (as from time to time amended, supplemented or otherwise modified and in effect, this “Agreement”), by and among HARLEY-DAVIDSON MOTORCYCLE TRUST [_____[ ], a Delaware statutory trust (in its capacity as settlor hereunder, the “Settlor”), HARLEY-DAVIDSON CREDIT CORP., a Nevada corporation (“Harley-Davidson Credit” and, in its capacity as administrator hereunder, the “Administrator”), and [_________________________________________[ ], a [___________________[ ] (“[__________[ ]” and, in its capacity as trustee hereunder, the “Underlying Trustee”), hereby establishes the HARLEY-DAVIDSON MOTORCYCLE GRANTOR TRUST [________________[ ] (the “Underlying Trust”) as a Delaware [statutory] trust for the purposes of (i) issuing the Harley-Davidson Motorcycle Grantor Trust [___________[ ] Certificate (the “Underlying Trust Certificate”), evidencing the 100% beneficial interest in the Underlying Trust, to the Settlor and (ii) using the proceeds deposited by the Settlor in exchange for the Underlying Trust Certificate to purchase pool of fixed-rate, simple interest promissory notes and security agreements and retail installment sale contracts relating to Harley-Davidson motorcycles and motorcycles not manufactured by Harley-Davidson and related assets (together with the proceeds thereof, the “Trust Estate”) pursuant to the Sale and Servicing Agreement, with respect to which the Underlying Trust Certificate evidences a 100% beneficial ownership interest.