Common use of Establishment of Pre-Funding Account Clause in Contracts

Establishment of Pre-Funding Account. (a) On or prior to the Closing Date, the Trust Depositor shall establish with and in the name of the Indenture Trustee on behalf of the Securityholders, an Eligible Account designated “Harley-Davidson Customer Funding Corp. Pre-Funding Account - Harley Davidson Motorcycle Trust 2005-3 – The Bank of New York Trust Company, N.A., as Indenture Trustee” (such account being the “Pre-Funding Account”). (b) During the Funding Period, following receipt from the Trust Depositor of an Addition Notice, and upon further receipt of a written demand from the Trust Depositor for a disbursement of funds from the Pre-Funding Account to be made on or before the date on which the Funding Period terminates (which written demand must be delivered not later than one Business Day prior to the requested date of funding and must be accompanied by the written consent of the Indenture Trustee), the Indenture Trustee will disburse the amount demanded from the Pre-Funding Account to the Seller upon the order of the Trust Depositor for the purpose of purchasing Subsequent Contracts from the Seller pursuant to a Subsequent Purchase Agreement. With respect to amounts still remaining on deposit in the Pre-Funding Account on the date upon which the Funding Period ends (and provided a timely written demand for funding as described above has not been received requesting funding on such date) the Indenture Trustee shall immediately transfer all funds remaining in the Pre-Funding Account to the Note Distribution Account. (c) If (x) the Pre-Funded Amount has not been reduced to zero on the Distribution Date on which the Funding Period ends (or, if the Funding Period does not end on a Distribution Date, on the first Distribution Date following the end of the Funding Period) or (y) the Pre-Funded Amount has been reduced to $150,000 or less on any Determination Date, in either case after giving effect to any reductions in the Pre-Funded Amount on such Distribution Date or Determination Date pursuant to paragraph (b) above, the Trust Depositor shall instruct the Indenture Trustee to withdraw from the Pre-Funding Account the Pre-Funded Amount and, in the case of (x), on such Distribution Date or, on the Determination Date, deposit the Pre-Funded Amount in the Note Distribution Account for payment as principal of the Class A-1 Notes up to the Outstanding Amount thereof, then for payment of principal of the Class A-2 Notes up to the Outstanding Amount thereof and then, for payment of principal of the Class B Notes up to the Outstanding Amount thereof.

Establishment of Pre-Funding Account. (a) On or prior to the Closing Date, the Trust Depositor shall establish with and in the name of the Indenture Trustee on behalf of the Securityholders, an Eligible Account designated “Harley-Davidson Customer Funding Corp. Pre-Funding Account - Harley Davidson Motorcycle Trust 20052004-3 2 – The Bank of New York BNY Midwest Trust Company, N.A., as Indenture Trustee” (such account being the “Pre-Funding Account”). (b) During the Funding Period, following receipt from the Trust Depositor of an Addition Notice, and upon further receipt of a written demand from the Trust Depositor for a disbursement of funds from the Pre-Funding Account to be made on or before the date on which the Funding Period terminates (which written demand must be delivered not later than one Business Day prior to the requested date of funding and must be accompanied by the written consent of the Indenture Trustee), the Indenture Trustee will disburse the amount demanded from the Pre-Funding Account to the Seller upon the order of the Trust Depositor for the purpose of purchasing Subsequent Contracts from the Seller pursuant to a Subsequent Purchase Agreement. With respect to amounts still remaining on deposit in the Pre-Funding Account on the date upon which the Funding Period ends (and provided a timely written demand for funding as described above has not been received requesting funding on such date) the Indenture Trustee shall immediately transfer all funds remaining in the Pre-Funding Account to the Note Distribution Account. (c) If (x) the Pre-Funded Amount has not been reduced to zero on the Distribution Date on which the Funding Period ends (or, if the Funding Period does not end on a Distribution Date, on the first Distribution Date following the end of the Funding Period) or (y) the Pre-Funded Amount has been reduced to $150,000 or less on any Determination Date, in either case after giving effect to any reductions in the Pre-Funded Amount on such Distribution Date or Determination Date pursuant to paragraph (ba) above, the Trust Depositor shall instruct the Indenture Trustee to withdraw from the Pre-Funding Account the Pre-Funded Amount and, in the case of (x), on such Distribution Date or, on the Determination DateDate (i) if the Pre-Funded Amount is less than $150,000, deposit the Pre-Funded Amount in the Note Distribution Account for payment as principal of the Class A-1 Notes up to the Outstanding Amount thereof, thereof and then for payment of principal of the Class A-2 Notes up and Class B Notes and (ii) if the Pre-Funded Amount is equal to or greater than $150,000, deposit the Outstanding Pre-Funded Amount thereof and then, in the Note Distribution Account for payment of as principal of the Notes, pro rata, calculated on the then current principal balance of each Class B Notes up to the Outstanding Amount thereofof Notes.

Establishment of Pre-Funding Account. (a) On or prior to the Closing Date, the Trust Depositor shall establish with and in the name of the Indenture Trustee on behalf of the Securityholders, an Eligible Account designated “Harley-Davidson Customer Funding Corp. Pre-Funding Account - Harley Davidson Motorcycle Trust 20052004-3 1 – The Bank of New York BNY Midwest Trust Company, N.A., as Indenture Trustee” (such account being the “Pre-Funding Account”). (b) During the Funding Period, following receipt from the Trust Depositor of an Addition Notice, and upon further receipt of a written demand from the Trust Depositor for a disbursement of funds from the Pre-Funding Account to be made on or before the date on which the Funding Period terminates (which written demand must be delivered not later than one Business Day prior to the requested date of funding and must be accompanied by the written consent of the Indenture Trustee), the Indenture Trustee will disburse the amount demanded from the Pre-Funding Account to the Seller upon the order of the Trust Depositor for the purpose of purchasing Subsequent Contracts from the Seller pursuant to a Subsequent Purchase Agreement. With respect to amounts still remaining on deposit in the Pre-Funding Account on the date upon which the Funding Period ends (and provided a timely written demand for funding as described above has not been received requesting funding on such date) the Indenture Trustee shall immediately transfer all funds remaining in the Pre-Funding Account to the Note Distribution Account. (c) If (x) the Pre-Funded Amount has not been reduced to zero on the Distribution Date on which the Funding Period ends (or, if the Funding Period does not end on a Distribution Date, on the first Distribution Date following the end of the Funding Period) or (y) the Pre-Funded Amount has been reduced to $150,000 or less on any Determination Date, in either case after giving effect to any reductions in the Pre-Funded Amount on such Distribution Date or Determination Date pursuant to paragraph (ba) above, the Trust Depositor shall instruct the Indenture Trustee to withdraw from the Pre-Funding Account the Pre-Funded Amount and, in the case of (x), on such Distribution Date or, on the Determination DateDate (i) if the Pre-Funded Amount is less than $150,000, deposit the Pre-Funded Amount in the Note Distribution Account for payment as principal of the Class A-1 Notes up to the Outstanding Amount thereof, thereof and then for payment of principal of the Class A-2 Notes up and Class B Notes and (ii) if the Pre-Funded Amount is equal to or greater than $150,000, deposit the Outstanding Pre-Funded Amount thereof and then, in the Note Distribution Account for payment of as principal of the Notes, pro rata, calculated on the then current principal balance of each Class B Notes up to the Outstanding Amount thereofof Notes.

Establishment of Pre-Funding Account. (a) On or prior to the Closing Date, the Trust Depositor shall establish with and in the name of the Indenture Trustee on behalf of the Securityholders, an Eligible Account designated “"Harley-Davidson Customer Funding Corp. Pre-Funding Account - Account—Harley Davidson Motorcycle Trust 20052003-3 – The Bank of New York 3—BNY Midwest Trust Company, N.A., as Indenture Trustee” " (such account being the “"Pre-Funding Account”"). (b) During the Funding Period, following receipt from the Trust Depositor of an Addition Notice, and upon further receipt of a written demand from the Trust Depositor for a disbursement of funds from the Pre-Funding Account to be made on or before the date on which the Funding Period terminates (which written demand must be delivered not later than one Business Day prior to the requested date of funding and must be accompanied by the written consent of the Indenture Trustee), the Indenture Trustee will disburse the amount demanded from the Pre-Funding Account to the Seller Harley-Davidson Credit upon the order of the Trust Depositor for the purpose of purchasing Subsequent Contracts from the Seller Harley-Davidson Credit pursuant to a Subsequent Purchase Agreement. With respect to amounts still remaining on deposit in the Pre-Funding Account on the date upon which the Funding Period ends (and provided a timely written demand for funding as described above has not been received requesting funding on such date) the Indenture Trustee shall immediately transfer all funds remaining in the Pre-Funding Account to the Note Distribution Account. (c) If (x) the Pre-Funded Amount has not been reduced to zero on the Distribution Date on which the Funding Period ends (or, if the Funding Period does not end on a Distribution Date, on the first Distribution Date following the end of the Funding Period) or (y) the Pre-Funded Amount has been reduced to $150,000 or less on any Determination Date, in either case after giving effect to any reductions in the Pre-Funded Amount on such Distribution Date or Determination Date pursuant to paragraph (ba) above, the Trust Depositor shall instruct the Indenture Trustee to withdraw from the Pre-Funding Account the Pre-Funded Amount and, in the case of (x), on such Distribution Date or, on the Determination DateDate (i) if the Pre-Funded Amount is less than $150,000, deposit the Pre-Funded Amount in the Note Distribution Account for payment as principal of the Class A-1 Notes up to the Outstanding Amount thereof, thereof and then for payment of principal of the Class A-2 Notes up and Class B Notes and (ii) if the Pre-Funded Amount is equal to or greater than $150,000, deposit the Outstanding Pre-Funded Amount thereof and then, in the Note Distribution Account for payment of as principal of the Notes, pro rata, calculated on the then current principal balance of each Class B Notes up to the Outstanding Amount thereofof Notes.

Establishment of Pre-Funding Account. (a) On or prior to the Closing Date, the Trust Depositor shall establish with and in the name of the Indenture Trustee on behalf of the Securityholders, an Eligible Account designated “Harley"HARLEY-Davidson Customer Funding Corp. PreDAVIDSON CUSTOMER FUNDING CORP. PRE-Funding Account FUNDING ACCOUNT - Harley Davidson Motorcycle Trust 2005-3 – The Bank of New York Trust CompanyHARLEY DAVIDSON MOTORCYCLE TRUST [________] - [______________], N.A., as Indenture Trustee” AS INDENTURE TRUSTEE" (such account being the “"Pre-Funding Account”"). (b) During the Funding Period, following receipt from the Trust Depositor of an Addition Notice, and upon further receipt of a written demand from the Trust Depositor for a disbursement of funds from the Pre-Funding Account to be made on or before the date on which the Funding Period terminates (which written demand must be delivered not later than one Business Day prior to the requested date of funding and must be accompanied by the written consent of the Indenture Trustee), the Indenture Trustee will disburse the amount demanded from the Pre-Funding Account to the Seller Harley-Davidson Credit upon the order of the Trust Depositor for the purpose of purchasing Subsequent Contracts from the Seller Harley-Davidson Credit pursuant to a Subsequent Purchase Agreement. With respect to amounts still remaining on deposit in the Pre-Funding Account on the date upon which the Funding Period ends (and provided a timely written demand for funding as described above has not been received requesting funding on such date) the Indenture Trustee shall immediately transfer all funds remaining in the Pre-Funding Account to the Note Distribution Account. (c) If (x) the Pre-Funded Amount has not been reduced to zero on the Distribution Date on which the Funding Period ends (or, if the Funding Period does not end on a Distribution Date, on the first Distribution Date following the end of the Funding Period) or (y) the Pre-Funded Amount has been reduced to $150,000 or less on any Determination Date, in either case after giving effect to any reductions in the Pre-Funded Amount on such Distribution Date or Determination Date pursuant to paragraph (ba) above, the Trust Depositor shall instruct the Indenture Trustee to withdraw from the Pre-Funding Account the Pre-Funded Amount and, in the case of (x), on such Distribution Date or, on in the Determination DateDate (i) if the Pre-Funded Amount is equal to or less than $150,000, deposit the Pre-Funded Amount in the Note Distribution Account for payment as principal of the Class A-1 Notes up to the Outstanding Amount thereof, thereof and then for payment of principal of the Class A-2 Notes up to and (ii) if the Outstanding Pre-Funded Amount thereof and thenis greater than $150,000, deposit the Pre-Funded Amount in the Note Distribution Account for payment of as principal of the Class B A-1 Notes up to and Class A-2 Notes, pro rata, calculated on the Outstanding Amount thereofthen current principal balance of the Class A-1 and Class A-2 Notes.

Establishment of Pre-Funding Account. (a) On or prior to the Closing Date, the Trust Depositor shall establish with and in the name of the Indenture Trustee on behalf of the Securityholders, an Eligible Account designated “Harley-Davidson Customer Funding Corp. Pre-Funding Account - Harley Davidson Motorcycle Trust 2005-3 – The Bank of New York Trust Company, N.A.[ ] — [ ], as Indenture Trustee” (such account being the “Pre-Funding Account”). (b) During the Pre-Funding Period, following receipt from the Trust Depositor of an Addition Notice, and upon further receipt of a written demand from the Trust Depositor for a disbursement of funds from the Pre-Funding Account to be made on or before the date on which the Pre-Funding Period terminates (which written demand must be delivered not later than one Business Day prior to the requested date of funding and must be accompanied by the written consent of the Indenture Trustee), the Indenture Trustee will disburse the amount demanded from the Pre-Funding Account to the Seller upon the order of the Trust Depositor for the purpose of purchasing Subsequent Contracts from the Seller pursuant to a Subsequent Purchase Agreement. With respect to amounts still remaining on deposit in the Pre-Funding Account on the date upon which the Pre-Funding Period ends (and provided a timely written demand for funding as described above has not been received requesting funding on such date) the Indenture Trustee shall immediately transfer all funds remaining in the Pre-Funding Account to the Note Distribution Account. (c) If (xi) the Pre-Funded Amount has not been reduced to zero on the Distribution Date on which the Pre-Funding Period ends (or, if the Pre-Funding Period does not end on a Distribution Date, on the first Distribution Date following the end of the Pre-Funding Period) [or (yii) the Pre-Funded Amount has been reduced to $150,000 or less on any Determination Date, ,] in either case after giving effect to any reductions in the Pre-Funded Amount on such Distribution Date or Determination Date pursuant to paragraph (b) above, the Trust Depositor shall instruct the Indenture Trustee to withdraw from the Pre-Funding Account the Pre-Funded Amount and, in the case of (x), on such Distribution Date or, on the Determination Date, deposit the Pre-Funded Amount in the Note Distribution Collection Account for payment as principal of the Class A-1 Notes up to the Outstanding Amount thereof, then for payment of principal of the Class A-2 Notes up to the Outstanding Amount thereof and then, for payment of principal of the Class B Notes up to the Outstanding Amount thereofMandatory Redemption.

Establishment of Pre-Funding Account. (a) On or prior to the Closing Date, the Trust Depositor shall establish with and in the name of the Indenture Trustee on behalf of the Securityholders, an Eligible Account designated “Harley-Davidson Customer Funding Corp. Pre-Funding Account - Harley Davidson Motorcycle Trust 20052007-3 1 – The Bank of New York Trust Company, N.A., as Indenture Trustee” (such account being the “Pre-Funding Account”). (b) During the Funding Period, following receipt from the Trust Depositor of an Addition Notice, and upon further receipt of a written demand from the Trust Depositor for a disbursement of funds from the Pre-Funding Account to be made on or before the date on which the Funding Period terminates (which written demand must be delivered not later than one Business Day prior to the requested date of funding and must be accompanied by the written consent of the Indenture Trustee), the Indenture Trustee will disburse the amount demanded from the Pre-Funding Account to the Seller upon the order of the Trust Depositor for the purpose of purchasing Subsequent Contracts from the Seller pursuant to a Subsequent Purchase Agreement. With respect to amounts still remaining on deposit in the Pre-Funding Account on the date upon which the Funding Period ends (and provided a timely written demand for funding as described above has not been received requesting funding on such date) the Indenture Trustee shall immediately transfer all funds remaining in the Pre-Funding Account to the Note Distribution Account. (c) If (x) the Pre-Funded Amount has not been reduced to zero on the Distribution Date on which the Funding Period ends (or, if the Funding Period does not end on a Distribution Date, on the first Distribution Date following the end of the Funding Period) or (y) the Pre-Funded Amount has been reduced to $150,000 or less on any Determination Date, in either case after giving effect to any reductions in the Pre-Funded Amount on such Distribution Date or Determination Date pursuant to paragraph (b) above, the Trust Depositor shall instruct the Indenture Trustee to withdraw from the Pre-Funding Account the Pre-Funded Amount and, in the case of (x), on such Distribution Date or, on the Determination Date, deposit the Pre-Funded Amount in the Note Distribution Account for payment as principal of the Class A-1 Notes up to the Outstanding Amount thereof, then for payment of principal of the Class A-2 Notes up to the Outstanding Amount thereof and thenthereof, then for payment of principal of the Class A-3 Notes up to the Outstanding Amount thereof, then for payment of principal of the Class A-4 Notes up to the Outstanding Amount thereof, then for payment of principal of the Class B Notes up to the Outstanding Amount thereof and then for payment of principal of the Class C Notes up to the Outstanding Amount thereof.

Establishment of Pre-Funding Account. (a) On or prior to the Closing Date, the Trust Depositor shall establish with and in the name of the Indenture Trustee on behalf of the Securityholders, an Eligible Account designated “Harley"HARLEY-Davidson Customer Funding Corp. PreDAVIDSON CUSTOMER FUNDING CORP. PRE-Funding Account FUNDING ACCOUNT - Harley Davidson Motorcycle Trust 2005-3 – The Bank of New York Trust CompanyHARLEY DAVIDSON MOTORCYCLE TRUST [_____] - [_____], N.A., as Indenture Trustee” AS INDENTURE TRUSTEE" (such account being the “Pre"PRE-Funding Account”FUNDING ACCOUNT"). (b) During the Funding Period, following receipt from the Trust Depositor of an Addition Notice, and upon further receipt of a written demand from the Trust Depositor for a disbursement of funds from the Pre-Funding Account to be made on or before the date on which the Funding Period terminates (which written demand must be delivered not later than one Business Day prior to the requested date of funding and must be accompanied by the written consent of the Indenture Trustee), the Indenture Trustee will disburse the amount demanded from the Pre-Funding Account to the Seller upon the order of the Trust Depositor for the purpose of purchasing Subsequent Contracts from the Seller pursuant to a Subsequent Purchase Agreement. With respect to amounts still remaining on deposit in the Pre-Funding Account on the date upon which the Funding Period ends (and provided a timely written demand for funding as described above has not been received requesting funding on such date) the Indenture Trustee shall immediately transfer all funds remaining in the Pre-Funding Account to the Note Distribution Account. (c) If (x) the Pre-Funded Amount has not been reduced to zero on the Distribution Date on which the Funding Period ends (or, if the Funding Period does not end on a Distribution Date, on the first Distribution Date following the end of the Funding Period) or (y) the Pre-Funded Amount has been reduced to $150,000 or less on any Determination Date, in either case after giving effect to any reductions in the Pre-Funded Amount on such Distribution Date or Determination Date pursuant to paragraph (ba) above, the Trust Depositor shall instruct the Indenture Trustee to withdraw from the Pre-Funding Account the Pre-Funded Amount and, in the case of (x), on such Distribution Date or, on the Determination DateDate (i) if the Pre-Funded Amount is less than $150,000, deposit the Pre-Funded Amount in the Note Distribution Account for payment as principal of the Class A-1 Notes up to the Outstanding Amount thereof, thereof and then for payment of principal of the Class A-2 Notes up and Class B Notes and (ii) if the Pre-Funded Amount is equal to or greater than $150,000, deposit the Outstanding Pre-Funded Amount thereof and then, in the Note Distribution Account for payment of as principal of the Notes, pro rata, calculated on the then current principal balance of each Class B Notes up to the Outstanding Amount thereofof Notes.

Establishment of Pre-Funding Account. Permitted ----------------------------------------------- Withdrawals. (a) On or prior to No later than the Closing Date, the Trust Depositor Trustee will establish ----------- and thereafter maintain for the benefit of the Certificateholders and the Certificate Insurer a segregated trust account (the "Pre-Funding Account") which shall establish with be an Eligible Account. On the Closing Date, the Company shall remit or cause to remit to the Trustee from the proceeds of the sale of the Class A Certificates, and the Trustee shall deposit, the Original Pre-Funded Amount in the name of Pre-Funding Account. Any investment earnings on the Indenture Trustee on behalf of the Securityholders, an Eligible Account designated “Harley-Davidson Customer Funding Corp. Pre-Funding Account - Harley Davidson Motorcycle Trust 2005-3 – shall be taxable to the Company. The Bank of New York Trust Company, N.A., as Indenture Trustee” (such account being the “Pre-Funding Account”)Account (including the funds therein and Pre-Funding Earnings) shall not be an asset of the REMIC. (b) During On the Funding Period, following receipt from the Trust Depositor of an Addition Notice, and upon further receipt of a written demand from the Trust Depositor for a disbursement of funds from the Business Day preceding each Pre-Funding Account to be made on or before the date on which the Funding Period terminates (which written demand must be delivered not later than one Business Day prior to the requested date of funding and must be accompanied by the written consent of the Indenture Trustee), the Indenture Trustee will disburse the amount demanded from the Pre-Funding Account to the Seller upon the order of the Trust Depositor for the purpose of purchasing Subsequent Contracts from the Seller pursuant to a Subsequent Purchase Agreement. With respect to amounts still remaining on deposit in the Pre-Funding Account on the date upon which the Funding Period ends (and provided a timely written demand for funding as described above has not been received requesting funding on such date) the Indenture Trustee shall immediately transfer all funds remaining in the Pre-Funding Account to the Note Distribution Account. (c) If (x) the Pre-Funded Amount has not been reduced to zero on the Distribution Date on which the Funding Period ends (or, if the Funding Period does not end on a Distribution Date, on the first Distribution Date following the end of the Funding Period) or (y) the Pre-Funded Amount has been reduced to $150,000 or less on any Determination Date, in either case after giving effect to any reductions in the Pre-Funded Amount on such Distribution Date or Determination Date pursuant to paragraph (b) above, the Trust Depositor Trustee shall instruct the Indenture Trustee to withdraw from the Pre-Funding Account any Pre-Funding Earnings on the amounts on deposit therein and deposit such Pre-Funding Earnings into the Distribution Account. In addition, if such investments in the Pre-Funded Amount and, in Funding Account will not mature prior to the case of (x), on such first Distribution Date or, on the Determination Date, the Master Servicer shall deposit into the Distribution Account an amount equal to the Pre-Funded Amount Funding Earnings accrued (but not realized) from the Closing Date, to but not including the first Distribution Date, which amount shall be transferred for the benefit of the Master Servicer by the Trustee from future Pre-Funding Earnings on the date of the maturity of the Eligible Investments in the Note Pre-Funding Account. The Trustee shall invest moneys in the Pre- Funding Account in Eligible Investments, which shall mature not later than the Business Day next preceding the Distribution Date next following the date of such investment, except that no investment needs to mature on or prior to the first Distribution Date, and shall not be sold or disposed of prior to its maturity. On each Subsequent Transfer Date, the Trustee shall withdraw from the Pre-Funding Account an amount equal to 100% of the Principal Balance of each Subsequent Mortgage Loan to be assigned to the Trustee on such Subsequent Transfer Date and pay such amount to or at the direction of the Company. On the Business Day immediately preceding the final Pre-Funding Period Distribution Date, but in no event later than June 14, 1997, if any amounts remain in the Pre-Funding Account after the withdrawals specified above, the Trustee shall withdraw such amounts and deposit them into the Distribution Account for payment as distribution on account of principal of to the Class A-1 Notes up to A Certificateholders on the Outstanding Amount thereof, then for payment of principal of final Pre-Funding Distribution Date and the Class A-2 Notes up to the Outstanding Amount thereof and then, for payment of principal of the Class B Notes up to the Outstanding Amount thereofPre- Funding Account shall be closed.

Establishment of Pre-Funding Account. (a) On or prior to the Closing Date, the Trust Depositor shall establish with and in the name of the Indenture Trustee on behalf of the Securityholders, an Eligible Account designated “Harley"HARLEY-Davidson Customer Funding Corp. PreDAVIDSON CUSTOMER FUNDING CORP. PRE-Funding Account FUNDING ACCOUNT - Harley Davidson Motorcycle Trust 2005HARLEY DAVIDSON MOTORCYCLE TRUST 2003-3 – The Bank of New York Trust Company1 - BNY MIDWEST TRUST COMPANY, N.A., as Indenture Trustee” AS INDENTURE TRUSTEE" (such account being the “"Pre-Funding Account”"). (b) During the Funding Period, following receipt from the Trust Depositor of an Addition Notice, and upon further receipt of a written demand from the Trust Depositor for a disbursement of funds from the Pre-Funding Account to be made on or before the date on which the Funding Period terminates (which written demand must be delivered not later than one Business Day prior to the requested date of funding and must be accompanied by the written consent of the Indenture Trustee), the Indenture Trustee will disburse the amount demanded from the Pre-Funding Account to the Seller Harley-Davidson Credit upon the order of the Trust Depositor for the purpose of purchasing Subsequent Contracts from the Seller Harley-Davidson Credit pursuant to a Subsequent Purchase Agreement. With respect to amounts still remaining on deposit in the Pre-Funding Account on the date upon which the Funding Period ends (and provided a timely written demand for funding as described above has not been received requesting funding on such date) the Indenture Trustee shall immediately transfer all funds remaining in the Pre-Funding Account to the Note Distribution Account. (c) If (x) the Pre-Funded Amount has not been reduced to zero on the Distribution Date on which the Funding Period ends (or, if the Funding Period does not end on a Distribution Date, on the first Distribution Date following the end of the Funding Period) or (y) the Pre-Funded Amount has been reduced to $150,000 or less on any Determination Date, in either case after giving effect to any reductions in the Pre-Funded Amount on such Distribution Date or Determination Date pursuant to paragraph (ba) above, the Trust Depositor shall instruct the Indenture Trustee to withdraw from the Pre-Funding Account the Pre-Funded Amount and, in the case of (x), on such Distribution Date or, on in the Determination DateDate (i) if the Pre-Funded Amount is less than $150,000, deposit the Pre-Funded Amount in the Note Distribution Account for payment as principal of the Class A-1 Notes up to the Outstanding Amount thereof, thereof and then for payment of principal of the Class A-2 Notes up and Class B Notes and (ii) if the Pre-Funded Amount is equal to or greater than $150,000, deposit the Outstanding Pre-Funded Amount thereof and then, in the Note Distribution Account for payment of as principal of the Notes, pro rata, calculated on the then current principal balance of each Class B Notes up to the Outstanding Amount thereofof Notes.

Establishment of Pre-Funding Account. (a) On or prior to the Closing Date, the Trust Depositor shall establish with and in the name of the Indenture Trustee on behalf of the Securityholders, an Eligible Account designated “Harley-Davidson Customer Funding Corp. Pre-Funding Account - Harley Davidson Motorcycle Trust 2005-3 2 – The Bank of New York Trust Company, N.A., as Indenture Trustee” (such account being the “Pre-Funding Account”). (b) During the Funding Period, following receipt from the Trust Depositor of an Addition Notice, and upon further receipt of a written demand from the Trust Depositor for a disbursement of funds from the Pre-Funding Account to be made on or before the date on which the Funding Period terminates (which written demand must be delivered not later than one Business Day prior to the requested date of funding and must be accompanied by the written consent of the Indenture Trustee), the Indenture Trustee will disburse the amount demanded from the Pre-Funding Account to the Seller upon the order of the Trust Depositor for the purpose of purchasing Subsequent Contracts from the Seller pursuant to a Subsequent Purchase Agreement. With respect to amounts still remaining on deposit in the Pre-Funding Account on the date upon which the Funding Period ends (and provided a timely written demand for funding as described above has not been received requesting funding on such date) the Indenture Trustee shall immediately transfer all funds remaining in the Pre-Funding Account to the Note Distribution Account. (c) If (x) the Pre-Funded Amount has not been reduced to zero on the Distribution Date on which the Funding Period ends (or, if the Funding Period does not end on a Distribution Date, on the first Distribution Date following the end of the Funding Period) or (y) the Pre-Funded Amount has been reduced to $150,000 or less on any Determination Date, in either case after giving effect to any reductions in the Pre-Funded Amount on such Distribution Date or Determination Date pursuant to paragraph (b) above, the Trust Depositor shall instruct the Indenture Trustee to withdraw from the Pre-Funding Account the Pre-Funded Amount and, in the case of (x), on such Distribution Date or, on the Determination Date, deposit the Pre-Funded Amount in the Note Distribution Account for payment as principal of the Class A-1 Notes up to the Outstanding Amount thereof, then for payment of principal of the Class A-2 Notes up to the Outstanding Amount thereof and then, for payment of principal of the Class B Notes up to the Outstanding Amount thereof.

Establishment of Pre-Funding Account. (a) On or prior to the Closing Date, the Trust Depositor shall establish with and in the name of the Indenture Trustee on behalf of the Securityholders, an Eligible Account designated “Harley-Davidson Customer Funding Corp. Pre-Funding Account - Harley Davidson Motorcycle Trust 20052002-3 1 – The Bank of New York BNY Midwest Trust Company, N.A., as Indenture Trustee” (such account being the “Pre-Funding Account”). (b) During the Funding Period, following receipt from the Trust Depositor of an Addition Notice, and upon further receipt of a written demand from the Trust Depositor for a disbursement of funds from the Pre-Funding Account to be made on or before the date on which the Funding Period terminates (which written demand must be delivered not later than one Business Day prior to the requested date of funding and must be accompanied by the written consent of the Indenture Trustee), the Indenture Trustee will disburse the amount demanded from the Pre-Funding Account to the Seller Harley-Davidson Credit upon the order of the Trust Depositor for the purpose of purchasing Subsequent Contracts from the Seller Harley-Davidson Credit pursuant to a Subsequent Purchase Agreement. With respect to amounts still remaining on deposit in the Pre-Funding Account on the date upon which the Funding Period ends (and provided a timely written demand for funding as described above has not been received requesting funding on such date) the Indenture Trustee shall immediately transfer all funds remaining in the Pre-Funding Account to the Note Distribution Account. (c) If (x) the Pre-Funded Amount has not been reduced to zero on the Distribution Date on which the Funding Period ends (or, if the Funding Period does not end on a Distribution Date, on the first Distribution Date following the end of the Funding Period) or (y) the Pre-Funded Amount has been reduced to $150,000 or less on any Determination Date, in either case after giving effect to any reductions in the Pre-Funded Amount on such Distribution Date or Determination Date pursuant to paragraph (ba) above, the Trust Depositor shall instruct the Indenture Trustee to withdraw from the Pre-Funding Account the Pre-Funded Amount and, in the case of (x), on such Distribution Date or, on in the Determination DateDate (i) if the Pre-Funded Amount is less than $150,000, deposit the Pre-Funded Amount in the Note Distribution Account for payment as principal of the Class A-1 Notes up to the Outstanding Amount thereof, thereof and then for payment of principal of the Class A-2 Notes up and Class B Notes and (ii) if the Pre-Funded Amount is equal to or greater than $150,000, deposit the Outstanding Pre-Funded Amount thereof and then, in the Note Distribution Account for payment of as principal of the Notes, pro rata, calculated on the then current principal balance of each Class B Notes up to the Outstanding Amount thereofof Notes.

Establishment of Pre-Funding Account. (a) On or prior to the Closing Date, the Trust Depositor shall establish with and in the name of the Indenture Trustee on behalf of the Securityholders, an Eligible Account designated “Harley"HARLEY-Davidson Customer Funding Corp. PreDAVIDSON CUSTOMER FUNDING CORP. PRE-Funding Account FUNDING ACCOUNT - Harley Davidson Motorcycle Trust 2005HARLEY DAVIDSON MOTORCYCLE TRUST 2001-3 – The Bank of New York Trust Company1 - BNY MIDWEST TRUST COMPANY, N.A., as Indenture Trustee” AS INDENTURE TRUSTEE" (such account being the “"Pre-Funding Account”"). (b) During the Funding Period, following receipt from the Trust Depositor of an Addition Notice, and upon further receipt of a written demand from the Trust Depositor for a disbursement of funds from the Pre-Funding Account to be made on or before the date on which the Funding Period terminates (which written demand must be delivered not later than one Business Day prior to the requested date of funding and must be accompanied by the written consent of the Indenture Trustee), the Indenture Trustee will disburse the amount demanded from the Pre-Funding Account to the Seller Harley-Davidson Credit upon the order of the Trust Depositor for the purpose of purchasing Subsequent Contracts from the Seller Harley-Davidson Credit pursuant to a Subsequent Purchase Agreement. With respect to amounts still remaining on deposit in the Pre-Funding Account on the date upon which the Funding Period ends (and provided a timely written demand for funding as described above has not been received requesting funding on such date) the Indenture Trustee shall immediately transfer all funds remaining in the Pre-Funding Account to the Note Distribution Account. (c) If (x) the Pre-Funded Amount has not been reduced to zero on the Distribution Date on which the Funding Period ends (or, if the Funding Period does not end on a Distribution Date, on the first Distribution Date following the end of the Funding Period) or (y) the Pre-Funded Amount has been reduced to $150,000 or less on any Determination Date, in either case after giving effect to any reductions in the Pre-Funded Amount on such Distribution Date or Determination Date pursuant to paragraph (ba) above, the Trust Depositor shall instruct the Indenture Trustee to withdraw from the Pre-Funding Account the Pre-Funded Amount and, in the case of (x), on such Distribution Date or, on in the Determination DateDate (i) if the Pre-Funded Amount is less than $150,000, deposit the Pre-Funded Amount in the Note Distribution Account for payment as principal of the Class A-1 Notes up to the Outstanding Amount thereof, thereof and then for payment of principal of the Class A-2 Notes up and Class B Notes and (ii) if the Pre-Funded Amount is equal to or greater than $150,000, deposit the Outstanding Pre-Funded Amount thereof and then, in the Note Distribution Account for payment of as principal of the Notes, pro rata, calculated on the then current principal balance of each Class B Notes up to the Outstanding Amount thereofof Notes.

Establishment of Pre-Funding Account. (a) On or prior to the Closing Date, the Trust Depositor shall establish with and in the name of the Indenture Trustee on behalf of the Securityholders, an Eligible Account designated “Harley-Davidson Customer Funding Corp. Pre-Funding Account - Harley Davidson Motorcycle Trust 20052006-3 2 – The Bank of New York Trust Company, N.A., as Indenture Trustee” (such account being the “Pre-Funding Account”). (b) During the Funding Period, following receipt from the Trust Depositor of an Addition Notice, and upon further receipt of a written demand from the Trust Depositor for a disbursement of funds from the Pre-Funding Account to be made on or before the date on which the Funding Period terminates (which written demand must be delivered not later than one Business Day prior to the requested date of funding and must be accompanied by the written consent of the Indenture Trustee), the Indenture Trustee will disburse the amount demanded from the Pre-Funding Account to the Seller upon the order of the Trust Depositor for the purpose of purchasing Subsequent Contracts from the Seller pursuant to a Subsequent Purchase Agreement. With respect to amounts still remaining on deposit in the Pre-Funding Account on the date upon which the Funding Period ends (and provided a timely written demand for funding as described above has not been received requesting funding on such date) the Indenture Trustee shall immediately transfer all funds remaining in the Pre-Funding Account to the Note Distribution Account. (c) If (x) the Pre-Funded Amount has not been reduced to zero on the Distribution Date on which the Funding Period ends (or, if the Funding Period does not end on a Distribution Date, on the first Distribution Date following the end of the Funding Period) or (y) the Pre-Funded Amount has been reduced to $150,000 or less on any Determination Date, in either case after giving effect to any reductions in the Pre-Funded Amount on such Distribution Date or Determination Date pursuant to paragraph (b) above, the Trust Depositor shall instruct the Indenture Trustee to withdraw from the Pre-Funding Account the Pre-Funded Amount and, in the case of (x), on such Distribution Date or, on the Determination Date, deposit the Pre-Funded Amount in the Note Distribution Account for payment as principal of the Class A-1 Notes up to the Outstanding Amount thereof, then for payment of principal of the Class A-2 Notes up to the Outstanding Amount thereof and then, for payment of principal of the Class B Notes up to the Outstanding Amount thereof.

Establishment of Pre-Funding Account. (a) On or prior to the Closing Date, the Trust Depositor shall establish with and in the name of the Indenture Trustee on behalf of the Securityholders, an Eligible Account designated “Harley-Davidson Customer Funding Corp. Pre-Funding Account - Harley Davidson Motorcycle Trust 20052006-3 – 2 — The Bank of New York Trust Company, N.A., as Indenture Trustee” (such account being the “Pre-Funding Account”). (b) During the Funding Period, following receipt from the Trust Depositor of an Addition Notice, and upon further receipt of a written demand from the Trust Depositor for a disbursement of funds from the Pre-Funding Account to be made on or before the date on which the Funding Period terminates (which written demand must be delivered not later than one Business Day prior to the requested date of funding and must be accompanied by the written consent of the Indenture Trustee), the Indenture Trustee will disburse the amount demanded from the Pre-Funding Account to the Seller upon the order of the Trust Depositor for the purpose of purchasing Subsequent Contracts from the Seller pursuant to a Subsequent Purchase Agreement. With respect to amounts still remaining on deposit in the Pre-Funding Account on the date upon which the Funding Period ends (and provided a timely written demand for funding as described above has not been received requesting funding on such date) the Indenture Trustee shall immediately transfer all funds remaining in the Pre-Funding Account to the Note Distribution Account. (c) If (x) the Pre-Funded Amount has not been reduced to zero on the Distribution Date on which the Funding Period ends (or, if the Funding Period does not end on a Distribution Date, on the first Distribution Date following the end of the Funding Period) or (y) the Pre-Funded Amount has been reduced to $150,000 or less on any Determination Date, in either case after giving effect to any reductions in the Pre-Funded Amount on such Distribution Date or Determination Date pursuant to paragraph (b) above, the Trust Depositor shall instruct the Indenture Trustee to withdraw from the Pre-Funding Account the Pre-Funded Amount and, in the case of (x), on such Distribution Date or, on the Determination Date, deposit the Pre-Funded Amount in the Note Distribution Account for payment as principal of the Class A-1 Notes up to the Outstanding Amount thereof, then for payment of principal of the Class A-2 Notes up to the Outstanding Amount thereof and then, for payment of principal of the Class B Notes up to the Outstanding Amount thereof.

Establishment of Pre-Funding Account. (a) On or prior to the Closing Date, the Trust Depositor shall establish with and in the name of the Indenture Trustee on behalf of the Securityholders, an Eligible Account designated “Harley-Davidson Customer Funding Corp. Pre-Funding Account - Harley Davidson Motorcycle Trust 2005-3 – [ ] — The Bank of New York Mellon Trust Company, N.A., as Indenture Trustee” (such account being the “Pre-Funding Account”). (b) During the Funding Period, following receipt from the Trust Depositor of an Addition Notice, and upon further receipt of a written demand from the Trust Depositor for a disbursement of funds from the Pre-Funding Account to be made on or before the date on which the Funding Period terminates (which written demand must be delivered not later than one Business Day prior to the requested date of funding and must be accompanied by the written consent of the Indenture Trustee), the Indenture Trustee will disburse the amount demanded from the Pre-Funding Account to the Seller upon the order of the Trust Depositor for the purpose of purchasing Subsequent Contracts from the Seller pursuant to a Subsequent Purchase Agreement. With respect to amounts still remaining on deposit in the Pre-Funding Account on the date upon which the Funding Period ends (and provided a timely written demand for funding as described above has not been received requesting funding on such date) the Indenture Trustee shall immediately transfer all funds remaining in the Pre-Funding Account to the Note Distribution Account. (c) If (x) the Pre-Funded Amount has not been reduced to zero on the Distribution Date on which the Funding Period ends (or, if the Funding Period does not end on a Distribution Date, on the first Distribution Date following the end of the Funding Period) or (y) the Pre-Funded Amount has been reduced to $150,000 or less on any Determination Date, in either case after giving effect to any reductions in the Pre-Funded Amount on such Distribution Date or Determination Date pursuant to paragraph (b) above, the Trust Depositor shall instruct the Indenture Trustee to withdraw from the Pre-Funding Account the Pre-Funded Amount and, in the case of (x), on such Distribution Date or, on the Determination Date, deposit the Pre-Funded Amount in the Note Distribution Account for payment as principal of the Class A-1 Notes up to the Outstanding Amount thereof, then for payment of principal of the Class A-2 Notes up to the Outstanding Amount thereof and thenthereof, then for payment of principal of the Class A-3 Notes up to the Outstanding Amount thereof, then for payment of principal of the Class A-4 Notes up to the Outstanding Amount thereof, then for payment of principal of the Class B Notes up to the Outstanding Amount thereof and then for payment of principal of the Class C Notes up to the Outstanding Amount thereof.

Establishment of Pre-Funding Account. (a) On or prior to the Closing Date, the Trust Depositor shall establish with and in the name of the Indenture Trustee on behalf of the Securityholders, an Eligible Account designated “Harley-Davidson Customer Funding Corp. Pre-Funding Account - Harley Davidson Motorcycle Trust 20052006-3 – The Bank of New York Trust Company, N.A., as Indenture Trustee” (such account being the “Pre-Funding Account”). (b) During the Funding Period, following receipt from the Trust Depositor of an Addition Notice, and upon further receipt of a written demand from the Trust Depositor for a disbursement of funds from the Pre-Funding Account to be made on or before the date on which the Funding Period terminates (which written demand must be delivered not later than one Business Day prior to the requested date of funding and must be accompanied by the written consent of the Indenture Trustee), the Indenture Trustee will disburse the amount demanded from the Pre-Funding Account to the Seller upon the order of the Trust Depositor for the purpose of purchasing Subsequent Contracts from the Seller pursuant to a Subsequent Purchase Agreement. With respect to amounts still remaining on deposit in the Pre-Funding Account on the date upon which the Funding Period ends (and provided a timely written demand for funding as described above has not been received requesting funding on such date) the Indenture Trustee shall immediately transfer all funds remaining in the Pre-Funding Account to the Note Distribution Account. (c) If (x) the Pre-Funded Amount has not been reduced to zero on the Distribution Date on which the Funding Period ends (or, if the Funding Period does not end on a Distribution Date, on the first Distribution Date following the end of the Funding Period) or (y) the Pre-Funded Amount has been reduced to $150,000 or less on any Determination Date, in either case after giving effect to any reductions in the Pre-Funded Amount on such Distribution Date or Determination Date pursuant to paragraph (b) above, the Trust Depositor shall instruct the Indenture Trustee to withdraw from the Pre-Funding Account the Pre-Funded Amount and, in the case of (x), on such Distribution Date or, on the Determination Date, deposit the Pre-Funded Amount in the Note Distribution Account for payment as principal of the Class A-1 Notes up to the Outstanding Amount thereof, then for payment of principal of the Class A-2 Notes up to the Outstanding Amount thereof thereof, then for payment of principal of the Class A-3 Notes up to the Outstanding Amount thereof, then for payment of principal of the Class A-4 Notes up to the Outstanding Amount thereof, and then, then for payment of principal of the Class B Notes up to the Outstanding Amount thereof.

Establishment of Pre-Funding Account. Permitted ----------------------------------------------- Withdrawals. (a) On or prior to No later than the Closing Date, the Trust Depositor Trustee will ----------- establish and thereafter maintain for the benefit of the Certificateholders and the Certificate Insurer a segregated trust account (the "Pre-Funding Account") which shall establish with be an Eligible Account. On the Closing Date, the Company shall remit or cause to remit to the Trustee from the proceeds of the sale of the Class A Certificates, and the Trustee shall deposit, the Original Pre-Funded Amount in the name of Pre-Funding Account. Any investment earnings on the Indenture Trustee on behalf of the Securityholders, an Eligible Account designated “Harley-Davidson Customer Funding Corp. Pre-Funding Account - Harley Davidson Motorcycle Trust 2005-3 – shall be taxable to the Seller. The Bank of New York Trust Company, N.A., as Indenture Trustee” (such account being the “Pre-Funding Account”)Account shall not be an asset of the REMIC. (b) During On the Funding Period, following receipt from the Trust Depositor of an Addition Notice, and upon further receipt of a written demand from the Trust Depositor for a disbursement of funds from the Business Day preceding each Pre-Funding Account to be made on or before the date on which the Funding Period terminates (which written demand must be delivered not later than one Business Day prior to the requested date of funding and must be accompanied by the written consent of the Indenture Trustee), the Indenture Trustee will disburse the amount demanded from the Pre-Funding Account to the Seller upon the order of the Trust Depositor for the purpose of purchasing Subsequent Contracts from the Seller pursuant to a Subsequent Purchase Agreement. With respect to amounts still remaining on deposit in the Pre-Funding Account on the date upon which the Funding Period ends (and provided a timely written demand for funding as described above has not been received requesting funding on such date) the Indenture Trustee shall immediately transfer all funds remaining in the Pre-Funding Account to the Note Distribution Account. (c) If (x) the Pre-Funded Amount has not been reduced to zero on the Distribution Date on which the Funding Period ends (or, if the Funding Period does not end on a Distribution Date, on the first Distribution Date following the end of the Funding Period) or (y) the Pre-Funded Amount has been reduced to $150,000 or less on any Determination Date, in either case after giving effect to any reductions in the Pre-Funded Amount on such Distribution Date or Determination Date pursuant to paragraph (b) above, the Trust Depositor Trustee shall instruct the Indenture Trustee to withdraw from the Pre-Funding Account any Pre-Funding Earnings on the amounts on deposit therein and deposit such Pre-Funding Earnings into the Distribution Account. In addition, with respect to the first Distribution Date, the Master Servicer shall deposit into the Distribution Account an amount equal to the Pre-Funded Amount andFunding Earnings accrued (but not realized) from the Closing Date, in to but not including the case first Distribution Date, which amount shall be transferred for the benefit of (x), on such Distribution Date or, the Master Servicer by the Trustee from future Pre-Funding Earnings on the Determination Date, deposit date of the maturity of the Eligible Investments in the Pre-Funded Amount Funding Account. The Trustee shall invest moneys in the Note Pre-Funding Account in Eligible Investments, which shall mature not later than the Business Day next preceding the Distribution Date next following the date of such investment, except that no investment needs to mature on or prior to the first Distribution Date, and shall not be sold or disposed of prior to its maturity. On each Subsequent Transfer Date, the Trustee shall withdraw from the Pre-Funding Account an amount equal to 100% of the Principal Balance of each Subsequent Mortgage Loan to be assigned to the Trustee on such Subsequent Transfer Date and pay such amount to or at the direction of the Company. On the Business Day immediately preceding the Final Pre-Funding Period Distribution Date, but in no event later than March 10, 1997, if any amounts remain in the Pre-Funding Account after the withdrawals specified above, the Trustee shall withdraw such amounts and deposit them into the Distribution Account for payment as distribution on account of principal of to the Class A-1 Notes up to A Certificateholders on the Outstanding Amount thereof, then for payment of principal of final Pre-Funding Distribution Date and the Class A-2 Notes up to the Outstanding Amount thereof and then, for payment of principal of the Class B Notes up to the Outstanding Amount thereofPre- Funding Account shall be closed.

Establishment of Pre-Funding Account. (a) On or prior to the Closing Date, the Trust Depositor shall establish with and in the name of the Indenture Trustee on behalf of the Securityholders, an Eligible Account designated “Harley"HARLEY-Davidson Customer Funding Corp. PreDAVIDSON CUSTOMER FUNDING CORP. PRE-Funding Account FUNDING ACCOUNT - Harley Davidson Motorcycle Trust 2005HARLEY DAVIDSON MOTORCYCLE TRUST 2001-3 – The Bank of New York Trust Company2 - BANK ONE, N.A.NATIONAL ASSOCIATION, as Indenture Trustee” AS INDENTURE TRUSTEE" (such account being the “"Pre-Funding Account”"). (b) During the Funding Period, following receipt from the Trust Depositor of an Addition Notice, and upon further receipt of a written demand from the Trust Depositor for a disbursement of funds from the Pre-Funding Account to be made on or before the date on which the Funding Period terminates (which written demand must be delivered not later than one Business Day prior to the requested date of funding and must be accompanied by the written consent of the Indenture Trustee), the Indenture Trustee will disburse the amount demanded from the Pre-Funding Account to the Seller Harley-Davidson Credit upon the order of the Trust Depositor for the purpose of purchasing Subsequent Contracts from the Seller Harley-Davidson Credit pursuant to a Subsequent Purchase Agreement. With respect to amounts still remaining on deposit in the Pre-Funding Account on the date upon which the Funding Period ends (and provided a timely written demand for funding as described above has not been received requesting funding on such date) the Indenture Trustee shall immediately transfer all funds remaining in the Pre-Funding Account to the Note Distribution Account. (c) If (x) the Pre-Funded Amount has not been reduced to zero on the Distribution Date on which the Funding Period ends (or, if the Funding Period does not end on a Distribution Date, on the first Distribution Date following the end of the Funding Period) or (y) the Pre-Funded Amount has been reduced to $150,000 or less on any Determination Date, in either case after giving effect to any reductions in the Pre-Funded Amount on such Distribution Date or Determination Date pursuant to paragraph (ba) above, the Trust Depositor shall instruct the Indenture Trustee to withdraw from the Pre-Funding Account the Pre-Funded Amount and, in the case of (x), on such Distribution Date or, on in the Determination DateDate (i) if the Pre-Funded Amount is less than $150,000, deposit the Pre-Funded Amount in the Note Distribution Account for payment as principal of the Class A-1 Notes up to the Outstanding Amount thereof, thereof and then for payment of principal of the Class A-2 Notes up and Class B Notes and (ii) if the Pre-Funded Amount is equal to or greater than $150,000, deposit the Outstanding Pre-Funded Amount thereof and then, in the Note Distribution Account for payment of as principal of the Notes, pro rata, calculated on the then current principal balance of each Class B Notes up to the Outstanding Amount thereofof Notes.

Establishment of Pre-Funding Account. (a) On or prior to the Closing Date, the Trust Depositor shall establish with and in the name of the Indenture Trustee on behalf of the Securityholders, an Eligible Account designated “Harley"HARLEY-Davidson Customer Funding Corp. PreDAVIDSON CUSTOMER FUNDING CORP. PRE-Funding Account FUNDING ACCOUNT - Harley Davidson Motorcycle Trust 2005HARLEY DAVIDSON MOTORCYCLE TRUST 2000-3 – The Bank of New York Trust Company-BANK ONE, N.A.NATIONAL ASSOCIATION, as Indenture Trustee” AS INDENTURE TRUSTEE" (such account being the “"Pre-Funding Account”"). (b) During the Funding Period, following receipt from the Trust Depositor of an Addition Notice, and upon further receipt of a written demand from the Trust Depositor for a disbursement of funds from the Pre-Funding Account to be made on or before the date on which the Funding Period terminates (which written demand must be delivered not later than one Business Day prior to the requested date of funding and must be accompanied by the written consent of the Indenture Trustee), the Indenture Trustee will disburse the amount demanded from the Pre-Funding Account to the Seller Harley-Davidson Credit upon the order of the Trust Depositor for the purpose of purchasing Subsequent Contracts from the Seller Harley-Davidson Credit pursuant to a Subsequent Purchase Agreement. With respect to amounts still remaining on deposit in the Pre-Funding Account on the date upon which the Funding Period ends (and provided a timely written demand for funding as described above has not been received requesting funding on such date) the Indenture Trustee shall immediately transfer all funds remaining in the Pre-Funding Account to the Note Distribution Account. (c) If (x) the Pre-Funded Amount has not been reduced to zero on the Distribution Date on which the Funding Period ends (or, if the Funding Period does not end on a Distribution Date, on the first Distribution Date following the end of the Funding Period) or (y) the Pre-Funded Amount has been reduced to $150,000 or less on any Determination Date, in either case after giving effect to any reductions in the Pre-Funded Amount on such Distribution Date or Determination Date pursuant to paragraph (ba) above, the Trust Depositor shall instruct the Indenture Trustee to withdraw from the Pre-Funding Account the Pre-Funded Amount and, in the case of (x), on such Distribution Date or, on in the Determination DateDate (i) if the Pre-Funded Amount is less than $150,000, deposit the Pre-Funded Amount in the Note Distribution Account for payment as principal of the Class A-1 Notes up to the Outstanding Amount thereof, thereof and then for payment of principal of the Class A-2 Notes up and Class B Notes and (ii) if the Pre-Funded Amount is equal to or greater than $150,000, deposit the Outstanding Pre-Funded Amount thereof and then, in the Note Distribution Account for payment of as principal of the Notes, pro rata, calculated on the then current principal balance of each Class B Notes up to the Outstanding Amount thereofof Notes.

Establishment of Pre-Funding Account. (a) On or prior to the Closing Date, the Trust Depositor shall establish with and in the name of the Indenture Trustee on behalf of the Securityholders, an Eligible Account designated “Harley-Davidson Customer Funding Corp. Pre-Funding Account - Harley Davidson Motorcycle Trust 2005-3 – The Bank of New York 1 — BNY Midwest Trust Company, N.A., as Indenture Trustee” (such account being the “Pre-Funding Account”). (b) During the Funding Period, following receipt from the Trust Depositor of an Addition Notice, and upon further receipt of a written demand from the Trust Depositor for a disbursement of funds from the Pre-Funding Account to be made on or before the date on which the Funding Period terminates (which written demand must be delivered not later than one Business Day prior to the requested date of funding and must be accompanied by the written consent of the Indenture Trustee), the Indenture Trustee will disburse the amount demanded from the Pre-Funding Account to the Seller upon the order of the Trust Depositor for the purpose of purchasing Subsequent Contracts from the Seller pursuant to a Subsequent Purchase Agreement. With respect to amounts still remaining on deposit in the Pre-Funding Account on the date upon which the Funding Period ends (and provided a timely written demand for funding as described above has not been received requesting funding on such date) the Indenture Trustee shall immediately transfer all funds remaining in the Pre-Funding Account to the Note Distribution Account. (c) If (x) the Pre-Funded Amount has not been reduced to zero on the Distribution Date on which the Funding Period ends (or, if the Funding Period does not end on a Distribution Date, on the first Distribution Date following the end of the Funding Period) or (y) the Pre-Funded Amount has been reduced to $150,000 or less on any Determination Date, in either case after giving effect to any reductions in the Pre-Funded Amount on such Distribution Date or Determination Date pursuant to paragraph (ba) above, the Trust Depositor shall instruct the Indenture Trustee to withdraw from the Pre-Funding Account the Pre-Funded Amount and, in the case of (x), on such Distribution Date or, on the Determination DateDate (i) if the Pre-Funded Amount is less than $150,000, deposit the Pre-Funded Amount in the Note Distribution Account for payment as principal of the Class A-1 Notes up to the Outstanding Amount thereof, thereof and then for payment of principal of the Class A-2 Notes up and Class B Notes and (ii) if the Pre-Funded Amount is equal to or greater than $150,000, deposit the Outstanding Pre-Funded Amount thereof and then, in the Note Distribution Account for payment of as principal of the Notes, pro rata, calculated on the then current principal balance of each Class B Notes up to the Outstanding Amount thereofof Notes.

Establishment of Pre-Funding Account. (a) On or prior to the Closing Date, the Trust Depositor shall establish with and in the name of the Indenture Trustee on behalf of the Securityholders, an Eligible Account designated “Harley-Davidson Customer Funding Corp. Pre-Funding Account - Harley Davidson Motorcycle Trust 2005-3 200[ ] - [ ] – The Bank of New York Trust Company, N.A., as Indenture Trustee” (such account being the “Pre-Funding Account”). (b) During the Funding Period, following receipt from the Trust Depositor of an Addition Notice, and upon further receipt of a written demand from the Trust Depositor for a disbursement of funds from the Pre-Funding Account to be made on or before the date on which the Funding Period terminates (which written demand must be delivered not later than one Business Day prior to the requested date of funding and must be accompanied by the written consent of the Indenture Trustee), the Indenture Trustee will disburse the amount demanded from the Pre-Funding Account to the Seller upon the order of the Trust Depositor for the purpose of purchasing Subsequent Contracts from the Seller pursuant to a Subsequent Purchase Agreement. With respect to amounts still remaining on deposit in the Pre-Funding Account on the date upon which the Funding Period ends (and provided a timely written demand for funding as described above has not been received requesting funding on such date) the Indenture Trustee shall immediately transfer all funds remaining in the Pre-Funding Account to the Note Distribution Account. (c) If (x) the Pre-Funded Amount has not been reduced to zero on the Distribution Date on which the Funding Period ends (or, if the Funding Period does not end on a Distribution Date, on the first Distribution Date following the end of the Funding Period) or (y) the Pre-Funded Amount has been reduced to $150,000 or less on any Determination Date, in either case after giving effect to any reductions in the Pre-Funded Amount on such Distribution Date or Determination Date pursuant to paragraph (b) above, the Trust Depositor shall instruct the Indenture Trustee to withdraw from the Pre-Funding Account the Pre-Funded Amount and, in the case of (x), on such Distribution Date or, on the Determination Date, deposit the Pre-Funded Amount in the Note Distribution Account for payment as principal of the Class A-1 Notes up to the Outstanding Amount thereof, then for payment of principal of the Class A-2 Notes up to the Outstanding Amount thereof and then, for payment of principal of the Class B Notes up to the Outstanding Amount thereof.

Establishment of Pre-Funding Account. (a) On or prior to the Closing Date, the Trust Depositor shall establish with and in the name of the Indenture Trustee on behalf of the Securityholders, an Eligible Account designated “Harley-Davidson Customer Funding Corp. Pre-Funding Account - Harley Davidson Motorcycle Trust 20052004-3 – The Bank of New York BNY Midwest Trust Company, N.A., as Indenture Trustee” (such account being the “Pre-Funding Account”). (b) During the Funding Period, following receipt from the Trust Depositor of an Addition Notice, and upon further receipt of a written demand from the Trust Depositor for a disbursement of funds from the Pre-Funding Account to be made on or before the date on which the Funding Period terminates (which written demand must be delivered not later than one Business Day prior to the requested date of funding and must be accompanied by the written consent of the Indenture Trustee), the Indenture Trustee will disburse the amount demanded from the Pre-Funding Account to the Seller upon the order of the Trust Depositor for the purpose of purchasing Subsequent Contracts from the Seller pursuant to a Subsequent Purchase Agreement. With respect to amounts still remaining on deposit in the Pre-Funding Account on the date upon which the Funding Period ends (and provided a timely written demand for funding as described above has not been received requesting funding on such date) the Indenture Trustee shall immediately transfer all funds remaining in the Pre-Funding Account to the Note Distribution Account. (c) If (x) the Pre-Funded Amount has not been reduced to zero on the Distribution Date on which the Funding Period ends (or, if the Funding Period does not end on a Distribution Date, on the first Distribution Date following the end of the Funding Period) or (y) the Pre-Funded Amount has been reduced to $150,000 or less on any Determination Date, in either case after giving effect to any reductions in the Pre-Funded Amount on such Distribution Date or Determination Date pursuant to paragraph (ba) above, the Trust Depositor shall instruct the Indenture Trustee to withdraw from the Pre-Funding Account the Pre-Funded Amount and, in the case of (x), on such Distribution Date or, on the Determination DateDate (i) if the Pre-Funded Amount is less than $150,000, deposit the Pre-Funded Amount in the Note Distribution Account for payment as principal of the Class A-1 Notes up to the Outstanding Amount thereof, thereof and then for payment of principal of the Class A-2 Notes up and Class B Notes and (ii) if the Pre-Funded Amount is equal to or greater than $150,000, deposit the Outstanding Pre-Funded Amount thereof and then, in the Note Distribution Account for payment of as principal of the Notes, pro rata, calculated on the then current principal balance of each Class B Notes up to the Outstanding Amount thereofof Notes.

Establishment of Pre-Funding Account. (a) On or prior to the Closing Date, the Trust Depositor shall establish with and in the name of the Indenture Trustee on behalf of the Securityholders, an Eligible Account designated “Harley-Davidson Customer Funding Corp. Pre-Funding Account - Harley Davidson Motorcycle Trust 20052007-3 – 2 — The Bank of New York Trust Company, N.A., as Indenture Trustee” (such account being the “Pre-Funding Account”). (b) During the Funding Period, following receipt from the Trust Depositor of an Addition Notice, and upon further receipt of a written demand from the Trust Depositor for a disbursement of funds from the Pre-Funding Account to be made on or before the date on which the Funding Period terminates (which written demand must be delivered not later than one Business Day prior to the requested date of funding and must be accompanied by the written consent of the Indenture Trustee), the Indenture Trustee will disburse the amount demanded from the Pre-Funding Account to the Seller upon the order of the Trust Depositor for the purpose of purchasing Subsequent Contracts from the Seller pursuant to a Subsequent Purchase Agreement. With respect to amounts still remaining on deposit in the Pre-Funding Account on the date upon which the Funding Period ends (and provided a timely written demand for funding as described above has not been received requesting funding on such date) the Indenture Trustee shall immediately transfer all funds remaining in the Pre-Funding Account to the Note Distribution Account. (c) If (x) the Pre-Funded Amount has not been reduced to zero on the Distribution Date on which the Funding Period ends (or, if the Funding Period does not end on a Distribution Date, on the first Distribution Date following the end of the Funding Period) or (y) the Pre-Funded Amount has been reduced to $150,000 or less on any Determination Date, in either case after giving effect to any reductions in the Pre-Funded Amount on such Distribution Date or Determination Date pursuant to paragraph (b) above, the Trust Depositor shall instruct the Indenture Trustee to withdraw from the Pre-Funding Account the Pre-Funded Amount and, in the case of (x), on such Distribution Date or, on the Determination Date, deposit the Pre-Funded Amount in the Note Distribution Account for payment as principal of the Class A-1 Notes up to the Outstanding Amount thereof, then for payment of principal of the Class A-2 Notes up to the Outstanding Amount thereof and thenthereof, then for payment of principal of the Class A-3 Notes up to the Outstanding Amount thereof, then for payment of principal of the Class A-4 Notes up to the Outstanding Amount thereof, then for payment of principal of the Class B Notes up to the Outstanding Amount thereof and then for payment of principal of the Class C Notes up to the Outstanding Amount thereof.

Establishment of Pre-Funding Account. (a) On or prior to the Closing Date, the Trust Depositor shall establish with and in the name of the Indenture Trustee on behalf of the Securityholders, an Eligible Account designated “Harley"HARLEY-Davidson Customer Funding Corp. PreDAVIDSON CUSTOMER FUNDING CORP. PRE-Funding Account FUNDING ACCOUNT - Harley Davidson Motorcycle Trust 2005HARLEY DAVIDSON MOTORCYCLE TRUST 2001-3 – The Bank of New York Trust Company- BNY MIDWEST TRUST COMPANY, N.A., as Indenture Trustee” AS INDENTURE TRUSTEE" (such account being the “"Pre-Funding Account”"). (b) During the Funding Period, following receipt from the Trust Depositor of an Addition Notice, and upon further receipt of a written demand from the Trust Depositor for a disbursement of funds from the Pre-Funding Account to be made on or before the date on which the Funding Period terminates (which written demand must be delivered not later than one Business Day prior to the requested date of funding and must be accompanied by the written consent of the Indenture Trustee), the Indenture Trustee will disburse the amount demanded from the Pre-Funding Account to the Seller Harley-Davidson Credit upon the order of the Trust Depositor for the purpose of purchasing Subsequent Contracts from the Seller Harley-Davidson Credit pursuant to a Subsequent Purchase Agreement. With respect to amounts still remaining on deposit in the Pre-Funding Account on the date upon which the Funding Period ends (and provided a timely written demand for funding as described above has not been received requesting funding on such date) the Indenture Trustee shall immediately transfer all funds remaining in the Pre-Funding Account to the Note Distribution Account. (c) If (x) the Pre-Funded Amount has not been reduced to zero on the Distribution Date on which the Funding Period ends (or, if the Funding Period does not end on a Distribution Date, on the first Distribution Date following the end of the Funding Period) or (y) the Pre-Funded Amount has been reduced to $150,000 or less on any Determination Date, in either case after giving effect to any reductions in the Pre-Funded Amount on such Distribution Date or Determination Date pursuant to paragraph (ba) above, the Trust Depositor shall instruct the Indenture Trustee to withdraw from the Pre-Funding Account the Pre-Funded Amount and, in the case of (x), on such Distribution Date or, on in the Determination DateDate (i) if the Pre-Funded Amount is less than $150,000, deposit the Pre-Funded Amount in the Note Distribution Account for payment as principal of the Class A-1 Notes up to the Outstanding Amount thereof, thereof and then for payment of principal of the Class A-2 Notes up and Class B Notes and (ii) if the Pre-Funded Amount is equal to or greater than $150,000, deposit the Outstanding Pre-Funded Amount thereof and then, in the Note Distribution Account for payment of as principal of the Notes, pro rata, calculated on the then current principal balance of each Class B Notes up to the Outstanding Amount thereofof Notes.

Establishment of Pre-Funding Account. (a) On or prior to the Closing Date, the Trust Depositor shall establish with and in the name of the Indenture Trustee on behalf of the Securityholders, an Eligible Account designated “Harley-Davidson Customer Funding Corp. Pre-Funding Account - Harley Davidson Motorcycle Trust 20052003-3 – The Bank of New York 2 — BNY Midwest Trust Company, N.A., as Indenture Trustee” (such account being the “Pre-Funding Account”). (b) During the Funding Period, following receipt from the Trust Depositor of an Addition Notice, and upon further receipt of a written demand from the Trust Depositor for a disbursement of funds from the Pre-Funding Account to be made on or before the date on which the Funding Period terminates (which written demand must be delivered not later than one Business Day prior to the requested date of funding and must be accompanied by the written consent of the Indenture Trustee), the Indenture Trustee will disburse the amount demanded from the Pre-Funding Account to the Seller Harley-Davidson Credit upon the order of the Trust Depositor for the purpose of purchasing Subsequent Contracts from the Seller Harley-Davidson Credit pursuant to a Subsequent Purchase Agreement. With respect to amounts still remaining on deposit in the Pre-Funding Account on the date upon which the Funding Period ends (and provided a timely written demand for funding as described above has not been received requesting funding on such date) the Indenture Trustee shall immediately transfer all funds remaining in the Pre-Funding Account to the Note Distribution Account. (c) If (x) the Pre-Funded Amount has not been reduced to zero on the Distribution Date on which the Funding Period ends (or, if the Funding Period does not end on a Distribution Date, on the first Distribution Date following the end of the Funding Period) or (y) the Pre-Funded Amount has been reduced to $150,000 or less on any Determination Date, in either case after giving effect to any reductions in the Pre-Funded Amount on such Distribution Date or Determination Date pursuant to paragraph (ba) above, the Trust Depositor shall instruct the Indenture Trustee to withdraw from the Pre-Funding Account the Pre-Funded Amount and, in the case of (x), on such Distribution Date or, on in the Determination DateDate (i) if the Pre-Funded Amount is less than $150,000, deposit the Pre-Funded Amount in the Note Distribution Account for payment as principal of the Class A-1 Notes up to the Outstanding Amount thereof, thereof and then for payment of principal of the Class A-2 Notes up and Class B Notes and (ii) if the Pre-Funded Amount is equal to or greater than $150,000, deposit the Outstanding Pre-Funded Amount thereof and then, in the Note Distribution Account for payment of as principal of the Notes, pro rata, calculated on the then current principal balance of each Class B Notes up to the Outstanding Amount thereofof Notes.

Establishment of Pre-Funding Account. (a) On or prior to the Closing Date, the Trust Depositor shall establish with and in the name of the Indenture Trustee on behalf of the Securityholders, an Eligible Account designated “Harley"HARLEY-Davidson Customer Funding Corp. PreDAVIDSON CUSTOMER FUNDING CORP. PRE-Funding Account FUNDING ACCOUNT - Harley Davidson Motorcycle Trust 2005HARLEY DAVIDSON MOTORCYCLE TRUST 2002-3 – The Bank of New York Trust Company2 - BNY MIDWEST TRUST COMPANY, N.A., as Indenture Trustee” AS INDENTURE TRUSTEE" (such account being the “"Pre-Funding Account”"). (b) During the Funding Period, following receipt from the Trust Depositor of an Addition Notice, and upon further receipt of a written demand from the Trust Depositor for a disbursement of funds from the Pre-Funding Account to be made on or before the date on which the Funding Period terminates (which written demand must be delivered not later than one Business Day prior to the requested date of funding and must be accompanied by the written consent of the Indenture Trustee), the Indenture Trustee will disburse the amount demanded from the Pre-Funding Account to the Seller Harley-Davidson Credit upon the order of the Trust Depositor for the purpose of purchasing Subsequent Contracts from the Seller Harley-Davidson Credit pursuant to a Subsequent Purchase Agreement. With respect to amounts still remaining on deposit in the Pre-Funding Account on the date upon which the Funding Period ends (and provided a timely written demand for funding as described above has not been received requesting funding on such date) 49 the Indenture Trustee shall immediately transfer all funds remaining in the Pre-Funding Account to the Note Distribution Account. (c) If (x) the Pre-Funded Amount has not been reduced to zero on the Distribution Date on which the Funding Period ends (or, if the Funding Period does not end on a Distribution Date, on the first Distribution Date following the end of the Funding Period) or (y) the Pre-Funded Amount has been reduced to $150,000 or less on any Determination Date, in either case after giving effect to any reductions in the Pre-Funded Amount on such Distribution Date or Determination Date pursuant to paragraph (ba) above, the Trust Depositor shall instruct the Indenture Trustee to withdraw from the Pre-Funding Account the Pre-Funded Amount and, in the case of (x), on such Distribution Date or, on in the Determination DateDate (i) if the Pre-Funded Amount is less than $150,000, deposit the Pre-Funded Amount in the Note Distribution Account for payment as principal of the Class A-1 Notes up to the Outstanding Amount thereof, thereof and then for payment of principal of the Class A-2 Notes up and Class B Notes and (ii) if the Pre-Funded Amount is equal to or greater than $150,000, deposit the Outstanding Pre-Funded Amount thereof and then, in the Note Distribution Account for payment of as principal of the Notes, pro rata, calculated on the then current principal balance of each Class B Notes up to the Outstanding Amount thereofof Notes.

Establishment of Pre-Funding Account. (a) On or prior to the Closing Date, the Trust Depositor shall establish with and in the name of the Indenture Trustee on behalf of the Securityholders, an Eligible Account designated “Harley"EAGLEMARK CUSTOMER FUNDING-Davidson Customer Funding Corp. PreIV PRE-Funding Account FUNDING ACCOUNT - Harley Davidson Motorcycle Trust 2005-3 – The Bank of New York Trust CompanyHARLEY DAVIDSON EAGLEMARK MOTORCYCLE TRUST [ ] - XXXXXX TRUST AND SAVINGS BANK, N.A., as Indenture Trustee” AS INDENTURE TRUSTEE" (such account being the “"Pre-Funding Account”"). (b) During the Funding Period, following receipt from the Trust Depositor of an Addition Notice, and upon further receipt of a written demand from the Trust Depositor for a disbursement of funds from the Pre-Funding Account to be made on or before the date on which the Funding Period terminates (which written demand must be delivered not later than one Business Day prior to the requested date of funding and must be accompanied by the written consent of the Indenture Trustee), the Indenture Trustee will disburse the amount demanded from the Pre-Funding Account to the Seller Eaglemark upon the order of the Trust Depositor for the purpose of purchasing Subsequent Contracts from the Seller Eaglemark pursuant to a Subsequent Purchase Agreement. With respect to amounts still remaining on deposit in the Pre-Funding Account on the date upon which the Funding Period ends (and provided a timely written demand for funding as described above has not been received requesting funding on such date) the Indenture Trustee shall immediately transfer all funds remaining in the Pre-Funding Account to the Note Distribution Account. (c) If (x) the Pre-Funded Amount has not been reduced to zero on the Distribution Date on which the Funding Period ends (or, if the Funding Period does not end on a Distribution Date, on the first Distribution Date following the end of the Funding Period) or (y) the Pre-Funded Amount has been reduced to $150,000 or less on any Determination Date, in either case after giving effect to any reductions in the Pre-Funded Amount on such Distribution Date or Determination Date pursuant to paragraph (ba) above, the Trust Depositor shall instruct the Indenture Trustee to withdraw from the Pre-Funding Account the Pre-Funded Amount and, in the case of (x), on such Distribution Date or, on in the Determination DateDate (i) if the Pre-Funded Amount is equal to or less than $150,000, deposit the Pre-Funded Amount in the Note Distribution Account for payment as principal of the Class A-1 Notes up to the Outstanding Amount thereof, thereof and then for payment of principal of the Class A-2 Notes up to and (ii) if the Outstanding Pre-Funded Amount thereof and thenis greater than $150,000, deposit the Pre-Funded Amount in the Note Distribution Account for payment of as principal of the Class B A-1 Notes up to and Class A-2 Notes, pro rata, calculated on the Outstanding Amount thereofthen current principal balance of the Class A-1 and Class A-2 Notes.

Establishment of Pre-Funding Account. (a) On or prior to the Closing Date, the Trust Depositor shall establish with and in the name of the Indenture Trustee on behalf of the Securityholders, an Eligible Account designated “Harley-Davidson "Eaglemark Customer Funding Corp. Funding-[__] Pre-Funding Account - Harley Davidson Motorcycle Eaglemark Owner Trust 2005-3 – The Bank of New York [___] - Xxxxxx Trust Company, N.A.and Savings Bank, as Indenture Trustee” " (such account being the “"Pre-Funding Account”"). (b) During the Funding Period, following receipt from the Trust Depositor of an Addition Notice, and upon further receipt of a written demand from the Trust Depositor for a disbursement of funds from the Pre-Funding Account to be made on or before the date on which the Funding Period terminates (which written demand must be delivered not later than one Business Day prior to the requested date of funding , and must be accompanied by the written consent of the Indenture Trustee), the Indenture Trustee will disburse the amount demanded from the Pre-Funding Account to the Seller Eaglemark upon the order of the Trust Depositor for the purpose of purchasing Subsequent Contracts from the Seller form Eaglemark pursuant to a Subsequent Purchase Agreement. With respect to amounts still remaining on deposit in the Pre-Funding Account on the date upon which the Funding Period ends (and provided a timely written demand for funding as described above has not been received requesting funding on such date) the Indenture Trustee shall immediately transfer all funds remaining in the Pre-Pre- Funding Account to the Note Distribution Account. (c) If (x) the Pre-Funded Amount has not been reduced to zero on the Distribution Date on which the Funding Period ends (or, if the Funding Period does not end on a Distribution Date, on the first Distribution Date following the end of the Funding Period) or (y) the Pre-Funded Amount has been reduced to $150,000 or less on any Determination Date, in either case after giving effect to any reductions in the Pre-Funded Amount on such Distribution Date or Determination Date pursuant to paragraph (ba) above, the Trust Depositor shall instruct the Indenture Trustee to withdraw from the Pre-Funding Account the Pre-Funded Amount and, in the case of (x), on such Distribution Date or, on in the Determination DateDate (i) if the Pre-Funded Amount is equal to or less than $150,000, deposit the Pre-Funded Amount in the Note Distribution Account for payment as principal of the Class A-1 Notes up to the Outstanding Amount thereof, thereof and then for payment of principal of the Class A-2 Notes up to and (ii) if the Outstanding Pre-Funded Amount thereof and thenis greater than $150,000, deposit the Pre-Funded Amount in the Note Distribution Account for payment of as principal of the Class B A-1 Notes up to and Class A-2 Notes, pro rata, calculated on the Outstanding Amount thereofthen current principal balance of the Class A-1 and Class A-2 Notes.