0001193125-05-000479 Sample Contracts

DEPOSITOR SALE AGREEMENT Between E*TRADE BANK, as Transferor and ETCF ASSET FUNDING CORPORATION, as Depositor Dated as of December 16, 2004
Depositor Sale Agreement • January 3rd, 2005 • Deutsche Recreational Asset Funding Corp • Miscellaneous business credit institution • New York

DEPOSITOR SALE AGREEMENT dated as of December 16, 2004 (this “Agreement”), between ETCF ASSET FUNDING CORPORATION, a Nevada corporation (the “Depositor”) and E*TRADE BANK, a federal savings bank (“E*TRADE Bank” or the “Transferor”).

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TRANSFER AND SERVICING AGREEMENT among E*TRADE RV AND MARINE TRUST 2004-1 as Issuer, ETCF ASSET FUNDING CORPORATION, as Depositor and E*TRADE CONSUMER FINANCE CORPORATION, as Servicer Dated as of December 16, 2004
Transfer and Servicing Agreement • January 3rd, 2005 • Deutsche Recreational Asset Funding Corp • Miscellaneous business credit institution • New York

TRANSFER AND SERVICING AGREEMENT dated as of December 16, 2004 (this “Agreement”), among E*TRADE RV AND MARINE TRUST 2004-1, a New York common law trust, as Issuer, ETCF ASSET FUNDING CORPORATION, a Nevada corporation, as Depositor (the “Depositor”), and E*TRADE CONSUMER FINANCE CORPORATION, a Delaware corporation (“E*Trade Consumer Finance”), as Servicer.

AMENDED AND RESTATED TRUST AGREEMENT between ETCF ASSET FUNDING CORPORATION, as Depositor, and WELLS FARGO BANK, NATIONAL ASSOCIATION, as Owner Trustee Dated as of December 16, 2004
Trust Agreement • January 3rd, 2005 • Deutsche Recreational Asset Funding Corp • Miscellaneous business credit institution • New York

AMENDED AND RESTATED TRUST AGREEMENT dated as of December 16, 2004 (this “Agreement”), between ETCF ASSET FUNDING CORPORATION, a Nevada corporation, as depositor (the “Depositor”), and WELLS FARGO BANK, NATIONAL ASSOCIATION, a national banking association, as owner trustee (the “Owner Trustee”). This Agreement amends and restates the Trust Agreement dated as of December 2, 2004 between the parties hereto (the “Original Trust Agreement”).

INDENTURE between E*TRADE RV AND MARINE TRUST 2004-1, as Issuer and JPMORGAN CHASE BANK, N.A., as Indenture Trustee Dated as of December 16, 2004
Indenture • January 3rd, 2005 • Deutsche Recreational Asset Funding Corp • Miscellaneous business credit institution • New York

This INDENTURE dated as of December 16, 2004 (the “Indenture”), between E*TRADE RV AND MARINE TRUST 2004-1, a New York common law trust (the “Issuer”), and JPMORGAN CHASE BANK, N.A., a national banking association, as trustee and not in its individual capacity (the “Indenture Trustee”).

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