<PAGE>
                                                                     EXHIBIT 4.1

                        BAY VIEW TRANSACTION CORPORATION
                                    Depositor

                         BAY VIEW ACCEPTANCE CORPORATION
                                    Servicer

                                       and

                      ____________________________________
                                     Trustee

                         POOLING AND SERVICING AGREEMENT

                            Date as of ______________

                                $____________________

                            BAY VIEW _____ AUTO TRUST

                                 $____________________
         _____% Class A Automobile Receivable Pass-Through Certificates
                                       and

                                  $___________________
         _____% Class B Automobile Receivable Pass-Through Certificates

<PAGE>

                                TABLE OF CONTENTS

<TABLE>
<CAPTION>
                                                                                                             PAGE
<S>                                                                                                          <C>
ARTICLE I CREATION OF TRUST.............................................................................       1

ARTICLE II DEFINITIONS..................................................................................       1

         SECTION 2.02      Usage of Terms...............................................................      14
         SECTION 2.03      Cutoff Date and Record Date..................................................      14
         SECTION 2.04      Section References...........................................................      14

ARTICLE III CONVEYANCE OF RECEIVABLES...................................................................      14

         SECTION 3.01      Conveyance of Initial Receivables............................................      14
         SECTION 3.02      Conveyance of Subsequent Receivables.........................................      15

ARTICLE IV ACCEPTANCE BY TRUSTEE........................................................................      18

ARTICLE V INFORMATION DELIVERED TO THE RATING AGENCY....................................................      18

ARTICLE VI AGENT FOR SERVICE............................................................................      19

ARTICLE VII THE RECEIVABLES.............................................................................      19

         SECTION 7.01      Representations and Warranties of Depositor..................................      19
         SECTION 7.02      Repurchase Upon Breach.......................................................      20
         SECTION 7.03      Custody of Receivable Files..................................................      20
         SECTION 7.04      Duties of Servicer as Custodian..............................................      21
         SECTION 7.05      Instructions; Authority to Act...............................................      21
         SECTION 7.06      Custodian's Indemnification..................................................      22
         SECTION 7.07      Effective Period and Termination.............................................      22

ARTICLE VIII ADMINISTRATION AND SERVICING OF RECEIVABLES................................................      22

         SECTION 8.01      Duties of Servicer...........................................................      22
         SECTION 8.02      Collection of Receivable Payments............................................      23
         SECTION 8.03      Realization Upon Receivables.................................................      23
         SECTION 8.04      Physical Damage Insurance....................................................      24
         SECTION 8.05      Maintenance of Security Interests in Financed Vehicles.......................      24
         SECTION 8.06      Covenants of Servicer........................................................      24
         SECTION 8.07      Purchase of Receivables Upon Breach..........................................      24
         SECTION 8.08      Servicing Fee................................................................      25
         SECTION 8.09      Servicer's Certificate.......................................................      25
         SECTION 8.10      Annual Statement as to Compliance; Notice of Default.........................      25
         SECTION 8.11      Annual Independent Certified Public Account's Report.........................      26
         SECTION 8.12      Access to Certain Documentation and Information Regarding Receivables........      27
         SECTION 8.13      Servicer Expenses............................................................      27
         SECTION 8.14      Reports to Certificateholders................................................      27
</TABLE>

POOLING AND SERVICING AGREEMENT

                                       i

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<TABLE>
<S>                                                                                                           <C>
ARTICLE IX DISTRIBUTIONS; STATEMENTS TO CERTIFICATEHOLDERS.............................................       27

         SECTION 9.01      Certificate Account..........................................................      27
         SECTION 9.02      Collections..................................................................      27
         SECTION 9.03      Purchase Amounts.............................................................      29
         SECTION 9.04      Distributions to Parties.....................................................      29
         SECTION 9.05      Advances.....................................................................      30
         SECTION 9.06      Net Deposits.................................................................      31
         SECTION 9.07      Statements to Certificateholders.............................................      31
         SECTION 9.08      Yield Supplement Agreement; Yield Supplement Account.........................      32
         SECTION 9.09      Payahead Account.............................................................      33
         SECTION 9.10      Pre-Funding Account..........................................................      33

ARTICLE X CREDIT ENHANCEMENT............................................................................      34

         SECTION 10.01     Subordination................................................................      34
         SECTION 10.02     Spread Account...............................................................      34
         SECTION 10.03     Policy.......................................................................      35

ARTICLE XI THE CERTIFICATES.............................................................................      37

         SECTION 11.01     The Certificates.............................................................      37
         SECTION 11.02     Authentication of Certificates...............................................      38
         SECTION 11.03     Registration of Transfer and Exchange of Certificates........................      38
         SECTION 11.04     Mutilated, Destroyed, Lost, or Stolen Certificates...........................      38
         SECTION 11.05     Persons Deemed Owners........................................................      39
         SECTION 11.06     Access to Agreement and List of Certificateholders' Names and Addresses......      39
         SECTION 11.07     Maintenance of Office or Agency..............................................      39
         SECTION 11.08     Book-Entry Certificates......................................................      39
         SECTION 11.09     Notices to Clearing Agency...................................................      40
         SECTION 11.10     Definitive Certificates......................................................      40

ARTICLE XII THE DEPOSITOR...............................................................................      41

         SECTION 12.01     Representations of Depositor.................................................      41
         SECTION 12.02     Merger or Consolidation of, or Assumption of the Obligations of Depositor....      43
         SECTION 12.03     Limitation on Liability of Depositor and Others..............................      44
         SECTION 12.04     Depositor May Own Certificates...............................................      44

ARTICLE XIII THE SERVICER...............................................................................      44

         SECTION 13.01     Representations of the Servicer..............................................      44
         SECTION 13.02     Indemnities of Servicer......................................................      45
         SECTION 13.03     Merger or Consolidation of, or Assumption of the Obligations of, Servicer....      47
         SECTION 13.04     Limitation on Liability of Servicer and Others...............................      47
         SECTION 13.05     Servicer Not To Resign.......................................................      47
         SECTION 13.06     Delegation of Duties.........................................................      48
</TABLE>

POOLING AND SERVICING AGREEMENT

                                       ii

<PAGE>

<TABLE>
<S>                                                                                                           <C>
ARTICLE XIV DEFAULT.....................................................................................      48

         SECTION 14.01     Events of Default............................................................      48
         SECTION 14.02     Appointment of Successor.....................................................      49
         SECTION 14.03     Notification to Certificateholders...........................................      50
         SECTION 14.04     Waiver of Past Defaults......................................................      50

ARTICLE XV THE TRUSTEE..................................................................................      50

         SECTION 15.01     Duties of Trustee............................................................      50
         SECTION 15.02     Trustee's Certificate........................................................      53
         SECTION 15.03     Trustee's Assignment of Purchased Receivables................................      53
         SECTION 15.04     Certain Matters Affecting the Trustee........................................      53
         SECTION 15.05     Trustee Not Liable for Certificates or Receivables...........................      54
         SECTION 15.06     Trustee May Own Certificates.................................................      55
         SECTION 15.07     Trustee's Fees and Expenses..................................................      55
         SECTION 15.08     Eligibility Requirements for Trustee.........................................      56
         SECTION 15.09     Resignation or Removal of Trustee............................................      56
         SECTION 15.10     Successor Trustee............................................................      56
         SECTION 15.11     Merger or Consolidation of Trustee...........................................      57
         SECTION 15.12     Appointment of Co-Trustee or Separate Trustee................................      57
         SECTION 15.13     Representations and Warranties of Trustee....................................      58

ARTICLE XVI TERMINATION.................................................................................      59

         SECTION 16.01     Termination of the Trust.....................................................      59
         SECTION 16.02     Optional Purchase of All Receivables.........................................      60

ARTICLE XVII MISCELLANEOUS PROVISIONS...................................................................      60

         SECTION 17.01     Amendment....................................................................      60
         SECTION 17.02     Protection of Title to Trust.................................................      61
         SECTION 17.03     Limitation on Rights of Certificateholders...................................      63
         SECTION 17.04     Governing Law................................................................      64
         SECTION 17.05     Notices......................................................................      64
         SECTION 17.06     Severability of Provisions...................................................      64
         SECTION 17.07     Assignment...................................................................      64
         SECTION 17.08     Certificates Nonassessable and Fully Paid....................................      64
         SECTION 17.09     Counterparts.................................................................      64
         SECTION 17.10     Third Party Beneficiary......................................................      65
</TABLE>

Exhibit A       Form of Class A Automobile Receivable Pass-Through Certificate
Exhibit B       Form of Class B Automobile Receivable Pass-Through Certificate
Exhibit C       Form of Class IC Certificate
Exhibit D       Form of Depository Agreement
Exhibit E       Form of Subsequent Transfer Assignment
Exhibit 1       Form of Trustee's Certificate
Exhibit 2       Form of Trustee's Certificate
Exhibit 3       Form of Servicer's Certificate

POOLING AND SERVICING AGREEMENT

                                      iii

<PAGE>

Schedule A      Schedule of Receivables
Schedule B      Location of Receivables

Annex A         Tax Partnership Agreement

POOLING AND SERVICING AGREEMENT

                                       iv

<PAGE>

         This POOLING AND SERVICING AGREEMENT, dated as of __________, is made
with respect to the formation of the BAY VIEW 200__ Auto Trust, among BAY VIEW
TRANSACTION CORPORATION, a Delaware corporation as depositor (the "DEPOSITOR"),
BAY VIEW ACCEPTANCE CORPORATION, a Nevada corporation as servicer (the
"SERVICER"), and ____________________, a ____________________ corporation, as
trustee (the "TRUSTEE").

         WITNESSETH THAT: In consideration of the premises and of the mutual
agreements herein contained, the parties hereto agree as follows:

                                    ARTICLE I

                                CREATION OF TRUST

         Upon the execution of this Pooling and Servicing Agreement by the
parties hereto, there is hereby created the Bay View _____ Auto Trust.

         The parties hereto intend that this Agreement be construed so as to
create a partnership, for tax purposes, formed to facilitate the direct
investment by Certificateholders in the assets of the Trust.

                                   ARTICLE II

                                   DEFINITIONS

         Whenever used in the Agreement (including these Standard Terms, the
following words and phrases, unless the context otherwise requires, shall have
the following meanings:

                  "ACCRUED INTEREST" means, all interest accrued on the
Receivables prior to the opening of business on the day following the Cutoff
Date.

                  "ADVANCE" means, with respect to a Receivable and with respect
to a Collection Period, the amount that the Servicer is required to advance
pursuant to Section 9.05.

                  "AFFILIATE" means, any wholly-owned subsidiary of Bay View
Capital Corporation, a Delaware corporation.

                  "AGREEMENT" means, the Pooling and Servicing Agreement
executed by the Depositor, the Servicer and the Trustee, and all amendments and
supplements thereto.

                  "AMOUNT FINANCED," with respect to a Receivable, means the
amount advanced under the Receivable toward the purchase price of the Financed
Vehicle and any related costs.

                  "APPROVED RATING" means, a rating of P-1 by Moody's or A-1+ by
Standard & Poor's.

POOLING AND SERVICING AGREEMENT

<PAGE>

                  "AVAILABLE SPREAD AMOUNT" means, on any Distribution Date, the
amount on deposit in the Spread Account, including any amounts retained in
respect of Outstanding Advances and any income or gain from any investment
before giving effect to deposits into or withdrawals from the Spread Account
pursuant to Article IX.

                  "AVAILABLE FUNDS" means, the amount defined as such in Section
9.02.

                  "BOOK ENTRY CERTIFICATES" means, certificates evidencing a
beneficial interest in the Certificates, ownership and transfers of which shall
be made through book entries by a Clearing Agency as described in Section 11.08;
provided, however, that after the occurrence of a condition whereupon book-entry
registration and transfer are no longer permitted and Definitive Certificates
are to be issued to the Certificate Owners, such Certificates shall no longer be
"Book-Entry Certificates."

                  "BUSINESS DAY" means, unless otherwise specified in the
Agreement, any day other than a Saturday, a Sunday or a day on which banking
institutions in New York, New York, or San Francisco, California, shall be
authorized or obligated by law, executive order, or governmental decree to be
closed.

                  "BVAC" means, Bay View Acceptance Corporation, a Nevada
corporation, and its successors and assigns, other than in its capacity as
Servicer.

                  "CERTIFICATE" means, either a Class A Certificate, Class B
Certificate or a Class IC Certificate.

                  "CERTIFICATEHOLDER" or "HOLDER" means, the Person in whose
name the respective Certificate shall be registered in the Certificate Register,
except that, solely for the purposes of giving any consent, waiver, request, or
demand pursuant to the Agreement, the interest evidenced by any Certificate
registered in the name of the Depositor, the Servicer or BVAC, or any Person
controlling, controlled by, or under common control with the Depositor or the
Servicer, shall not be taken into account in determining whether the requisite
percentage of Certificates (except the Class IC Certificate) necessary to effect
any such consent, waiver, request, or demand shall have been obtained. The
Depositor or the Servicer shall notify a Responsible Officer of the Trustee of a
change in any Person controlling, controlled by or under common control with the
Depositor or the Servicer, as the case may be. The term "control," when used
with respect to any specified Person, means the power to direct the management
and policies of such Person, directly and indirectly, whether through the
ownership of voting securities, by contract or otherwise.

                  "CERTIFICATE ACCOUNT" means, the account designated as such,
established and maintained pursuant to Section 9.01.

                  "CERTIFICATE OWNER" means, with respect to a Book-Entry
Certificate, the Person who is the owner of such Book-Entry Certificate, as
reflected on the books of the Clearing Agency, or on the books of a Person
maintaining an account with such Clearing Agency directly or as an indirect
participant, in accordance with the rules of such Clearing Agency).

POOLING AND SERVICING AGREEMENT

                                        2

<PAGE>

                  "CERTIFICATE PRINCIPAL BALANCE" means, at any time, the sum of
the Class A Principal Balance and the Class B Principal Balance.

                  "CERTIFICATE REGISTER" and "CERTIFICATE REGISTRAR" mean,
respectively, the register maintained and the registrar appointed pursuant to
Section 11.03.

                  "CLASS A CERTIFICATE" means, a certificate executed on behalf
of the Trust and authenticated by the Trustee substantially in the form attached
hereto as Exhibit A.

                  "CLASS A CERTIFICATE FACTOR" means, a seven digit decimal
number computed by the Servicer and stated in the Servicer's Certificate which
is computed by dividing the Class A Principal Balance (after giving effect to
any distribution of Class A Monthly Principal required to be made on such
Distribution Date) by the Initial Class A Principal Balance.

                  "CLASS A CERTIFICATEHOLDER" means, the Person in whose name
the respective Class A Certificate shall be registered in the Certificate
Register, except that, solely for the purposes of giving any consent, waiver,
request, or demand pursuant to this Agreement, the interest evidenced by any
Class A Certificate registered in the name of the Depositor or the Servicer, or
any Person controlling, controlled by, or under common control with the
Depositor or the Servicer, shall not be taken into account in determining
whether the requisite percentage necessary to effect any such consent, waiver,
request, or demand shall have been obtained.

                  "CLASS A MONTHLY INTEREST" means, (i) for the first
Distribution Date, the product of (x) one twelfth of the Class A Pass-Through
Rate multiplied by (y) the actual number of days from the Closing Date through
the day before the first Distribution Date divided by 30 multiplied by (z) the
Class A Principal Balance at the Closing Date and (ii) for any subsequent
Distribution Date, the product of (x) one-twelfth of the Class A Pass-Through
Rate and (y) the Class A Principal Balance as of the immediately preceding
Distribution Date (after giving the effect to any distribution of Class A
Monthly Principal made on such immediately preceding Distribution Date).

                  "CLASS A MONTHLY PRINCIPAL" means, that portion of Monthly
Principal to be distributed to Class A Certificateholders on each Distribution
Date in accordance with Section 9.04; provided, however, that for the final
scheduled Distribution Date, Class A Monthly Principal will be equal to the
remaining outstanding principal balance of the Class A Certificate. Class A
Monthly Principal will not exceed the Class A Principal Balance.

                  "CLASS A PASS-THROUGH RATE" means, _____% per annum, payable
monthly at one-twelfth of the annual rate.

                  CLASS A PRINCIPAL BALANCE" means, at any time, the Initial
Class A Principal Balance minus all distributions on Class A Monthly Principal
made up to such time.

                  "CLASS B CERTIFICATE" means, a certificate executed on behalf
of the Trust and authenticated by the Trustee substantially in the form attached
hereto as Exhibit B.

                  "CLASS B CERTIFICATE FACTOR" means, a seven digit decimal
number computed by the Servicer and stated in the Servicer's Certificate which
is computed by dividing the Class B

POOLING AND SERVICING AGREEMENT

                                       3

<PAGE>

Principal Balance (after giving effect to any distribution of Class B Monthly
Principal required to be made on such Distribution Date) by the Initial Class B
Principal Balance.

                  "CLASS B CERTIFICATEHOLDER" means, the Person in whose name
the respective Class B Certificate shall be registered in the Certificate
Register, except that, solely for the purposes of giving any consent, waiver,
request, or demand pursuant to this Agreement, the interest evidenced by any
Class B Certificate registered in the name of the Depositor or the Servicer, or
any Person controlling, controlled by, or under common control with the
Depositor or the Servicer, shall not be taken into account in determining
whether the requisite percentage necessary to effect any such consent, waiver,
request, or demand shall have been obtained.

                  "CLASS B MONTHLY INTEREST" means, (i) for the First
Distribution Date, the product of (x) one-twelfth of the Class B Pass-Through
Rate multiplied by (y) the actual number of days from the Closing Date through
the day before the first Distribution Date divided by 30 multiplied by (z) the
Class B Principal Balance at the Closing Date and (ii) for any subsequent
Distribution Date, the product of (x) one-twelfth of the Class B Pass-Through
Rate and (y) the Class B Principal Balance as of the immediately preceding
Distribution Date (after giving effect to any distribution of Class B Monthly
Principal made on such immediately preceding Distribution Date).

                  "CLASS B MONTHLY PRINCIPAL" means, that portion of Monthly
Principal to be distributed to Class B Certificateholders on each Distribution
Date in accordance with Section 9.04; provided, however, that for the final
scheduled Distribution Date, Class B Monthly Principal will be equal to the
remaining outstanding principal balance of the Class B Certificates. Class B
Monthly Principal will not exceed the Class B Principal Balance.

                  "CLASS B PASS-THROUGH RATE" means, _____% per annum, payable
monthly at one-twelfth of the annual rate.

                  "CLASS B PRINCIPAL BALANCE" means, at any time, the Initial
Class B Principal Balance minus all distributions of Class B Monthly Principal
made up to such time.

                  "CLASS IC CERTIFICATE" means, a certificate executed on behalf
of the Trust and authenticated by the Trustee substantially in the form attached
hereto as Exhibit C.

                  "CLASS IC CERTIFICATE HOLDER" means, the Depositor or any
Person in whose name the Class IC Certificate shall be registered in the
Certificate Register.

                  "CLEARING AGENCY" means, an organization registered as a
"clearing agency" pursuant to Section 17A of the Securities Exchange Act of
1934, as amended.

                  "CLEARING AGENCY PARTICIPANT" means, a broker, dealer, bank,
other financial institution or other Person for whom from time to time a
Clearing Agency effects book-entry transfers and pledges of securities deposited
with the Clearing Agency.

                  "CLOSING DATE" means, _______________.

POOLING AND SERVICING AGREEMENT

                                       4

<PAGE>

                  "COLLECTED INTEREST" on a Receivable, as of the last day of a
Collection Period, means the portion of all payments received by the Servicer
allocable to interest relating to such Collection Period.

                  "COLLECTED PRINCIPAL" on a Receivable, as of the last day of a
Collection Period, means the portion of all payments received by the Servicer
allocable to principal relating to such Collection Period.

                  "COLLECTION PERIOD" means, (i) initially, the period from the
day after the Cutoff Date to the end of the calendar month after that in which
the Cutoff Date occurs and (ii) thereafter, each calendar month, until the Trust
shall terminate pursuant to Article XVI.

                  "CORPORATE TRUST OFFICE" means, the office of the Trustee at
which its corporate trust business shall, at any particular time, be
administered, which office at the date of the execution of this Agreement is
located at ____________________, Attention: __________; the telecopy number for
the Corporate Trust Office on the date of the execution of this Agreement is
(_____) _________-_______________.

                  "CUTOFF DATE" means, individually, the Initial Cutoff Date or
a particular Subsequent Cutoff Date specified as such in the Agreement.

                  "DEALER" means, the seller of a Financed Vehicle, who
originated and assigned the related Receivable to BVAC under an existing
agreement with the Depositor or who arranged for a loan from BVAC to the
purchaser of a Financed Vehicle under an existing agreement with BVAC.

                  "DEFAULTED RECEIVABLE" means, for any Collection Period, a
Receivable as to which any of the following has occurred: (i) any payment was
delinquent 120 days or more as of the last day of such Collection Period, (ii)
the Financed Vehicle that secures the Receivable has been repossessed and
liquidated, or (iii) the Servicer has determined that the Receivable is
uncollectible in accordance with the Servicer's customary practices on or before
the last day of such Collection Period; provided, however, that "Defaulted
Receivable" shall not include any Receivable that is to be repurchased pursuant
to Section 7.02 or purchased pursuant to Section 8.07 and provided further, that
any Advances made pursuant to Section 9.05 shall not be considered in the
determination of the delinquency status with respect to such Receivable.

                  "DEFINITIVE CERTIFICATE" means, a Certificate defined as such
in Section 11.08.

                  "DELINQUENCY RATE" means, for any Collection Period, the
fraction, expressed as a percentage, of which (i) the numerator is equal to the
sum of the Principal Balances of all Receivables (including Receivables payable
by bankrupt Obligors unless a reaffirmation or reorganization has been approved
by a bankruptcy court with respect to such delinquencies on any such Receivable)
other than Defaulted Receivables which are delinquent more than 60 days (as of
the last day of such Collection Period) and (ii) the denominator is equal to the
Pool Balance (determined as of the last day of such Collection Period).

POOLING AND SERVICING AGREEMENT

                                       5

<PAGE>

                  "DEPOSITOR" means, Bay View Transaction Corporation, a
[Delaware] corporation, in its capacity as the depositor of the Receivables
under the Agreement, and each successor to Bay View Transaction Corporation (in
the same capacity) pursuant to Section 13.03.

                  "DEPOSITORY AGREEMENT" means, the agreement among the
Depositor, the Trustee and the initial Clearing Agency in the form attached
hereto as an Exhibit D.

                  "DETERMINATION DATE" means, for each Collection Period, the
____ calendar day of the following month, (or in the event such day is not a
Business Day, on the next succeeding Business Day). The first Determination Date
shall be _________________.

                  "DISTRIBUTION DATE" means, for each Collection Period, the
_____ calendar day of each month (or, in the event such day is not a Business
Day, the next succeeding Business Day). The first Distribution Date shall be
_________________.

                  "ELIGIBLE BANK" means, any depository institution with trust
powers (including the Trustee), organized under the laws of the United States or
any State having a net worth in excess of $50,000,000, the deposits of which are
insured to the full extent permitted by law by the Federal Deposit Insurance
Corporation, which is subject to supervision and examination by Federal or State
authorities and which (i) has a long-term unsecured debt rating of at least Baa3
from Moody's or (ii) is approved by each Rating Agency and the Insurer.

                  "ELIGIBLE INVESTMENT" means, any of the following:

                           (i)      direct obligations of, and obligations the
         full and timely payment of principal and interest on which is fully
         guaranteed by, the United States of America, the Federal National
         Mortgage Association, or any agency or instrumentality of the United
         States of America the obligations of which are backed by the full faith
         and credit of the United States of America;

                           (ii)     (A) demand and time deposits in,
         certificates of deposits of, bankers' acceptances issued by, or federal
         funds sold by any depository institution or trust company (including
         the Trustee or any agent of the Trustee, acting in their respective
         commercial capacities) incorporated under the laws of the United States
         of America, any State thereof or the District of Columbia or any
         foreign depository institution with a branch or agency licensed under
         the laws of the United States of America or any State, in each case
         subject to supervision and examination by Federal and/or State banking
         authorities and having an Approved Rating at the time of such
         investment or contractual commitment providing for such investment or
         (B) any other demand or time deposit or certificate of deposit which is
         fully insured by the Federal Deposit Insurance Corporation;

                           (iii)    repurchase obligations with respect to (A)
         any security described in clause (i) above or (B) any other security
         issued or guaranteed by an agency or instrumentality of the United
         States of America, in either case entered into with a depository
         institution or trust company (acting as principal) described in clause
         (ii)(A) above;

POOLING AND SERVICING AGREEMENT

                                       6

<PAGE>

                           (iv)     short-term securities bearing interest or
         sold at a discount issued by any corporation incorporated under the
         laws of the United States of America or any State the short-term
         unsecured obligations of which have an Approved Rating, or higher, at
         the time of such investment;

                           (v)      commercial paper having an Approved Rating
         at the time of such investment;

                           (vi)     a guaranteed investment contract issued by
         any insurance company or other corporation acceptable to the Rating
         Agency, provided that the Trustee shall have received written notice
         from the Rating Agency to the effect that the investment of funds in
         such a contract will not result in the reduction or withdrawal of any
         rating on the Certificates; and

                           (vii)    interests in any money market fund having a
         rating of Aaa by Moody's or AAAm by Standard & Poor's.

                           (viii)   any other investment approved in advance in
         writing by the Rating Agencies and the Insurer.

                  "EVENT OF DEFAULT" means, an event specified in Section 14.01.

                  "FINANCED VEHICLE" means, a new or used automobile, light-duty
truck, motorcycle, recreational vehicle, sport utility vehicle, van or van
conversion, together with all accessions thereto, securing an Obligor's
indebtedness under the respective Receivable.

                  "FUNDING PERIOD" means, the period beginning on and including
the Closing Date and ending on the first to occur of (i) (a) the date on which
the amount on deposit in the Pre-Funding Account (after giving effect to any
transfers therefrom in connection with the transfer of Subsequent Receivables to
the Trust on such Distribution Date) is less than $100,000, (b) the date on
which an Event of Default occurs, or (c) an Insolvency Event occurs with respect
to the Depositor or (ii) the close of business on _____________________.

                  "HOLDER"--see "CERTIFICATEHOLDER."

                  "INITIAL CLASS A PRINCIPAL BALANCE" means, $__________.

                  "INITIAL CLASS B PRINCIPAL BALANCE" means, $__________.

                  "INITIAL CERTIFICATE PRINCIPAL BALANCE" means, the sum of the
Initial Class A Principal Balance and the Initial Class B Principal Balance.

                  "INITIAL CUTOFF DATE" means, __________, 200__.

                  "INITIAL PRE-FUNDED AMOUNT" shall be $__________.

POOLING AND SERVICING AGREEMENT

                                       7

<PAGE>

                  "INITIAL RECEIVABLES" means, the Receivables which have been
acquired by BVAC and ultimately sold to the Trust by the Depositor as of the
date of the Agreement, and excluding the Subsequent Receivables.

                  "INSOLVENCY EVENT" with respect to a party means (i) the entry
of a decree or order by a court or agency or supervisory authority having
jurisdiction in the premises for the appointment of a conservator, receiver, or
liquidator for such party in any insolvency, readjustment of debt, marshalling
of assets and liabilities, or similar proceedings, or for the winding up or
liquidation of their respective affairs, and the continuance of any such decree
or order unstated and in effect for a period of 60 consecutive days; or (ii) the
consent by such party to the appointment of a conservator or receiver or
liquidator in any insolvency, readjustment of debt, marshalling of assets and
liabilities, or similar proceedings of or relating to such party or of or
relating to substantially all of its property; or such party shall admit in
writing its inability to pay its debts generally as they become due, file a
petition to take advantage of any applicable insolvency or reorganization
statute, make an assignment for the benefit of its creditors, or voluntarily
suspend payment of its obligations.

                  "INSURANCE AGREEMENT" means the Insurance and Reimbursement
Agreement, dated as of the Closing Date, among the Depositor, the Servicer, the
Trustee and the Insurer pursuant to which the Insurer issued the Policy.

                  "INSURANCE PREMIUM" means for any Distribution Date, an amount
equal to the Premium, as defined in the Insurance Agreement.

                  "INSURER" means ____________________, a __________ domiciled
insurance company.

                  "INTEREST ADVANCE AMOUNT" with respect to a Simple Interest
Receivable as to which an Advance is required to be made on the last day of a
Collection Period, shall mean an amount equal to 30 days of interest upon the
Principal Balance of such Receivable as of such date; and, with respect to a
Precomputed Receivable as to which an Advance is required to be made on the last
day of a Collection Period, shall mean an amount equal to that portion of the
earliest delinquent Scheduled Payment allocable to interest (using the actuarial
or constant yield method).

                  "INTEREST SHORTFALL" means, as to any Simple Interest
Receivable for any Collection Period, the amount, if any, by which (a) the
interest payment due on such Receivable during such Collection Period exceeds
(b) the Collected Interest on such Receivable. "Interest Shortfall" with respect
to a Precomputed Receivable for any Collection Period means the amount, if any,
by which the portion of the Scheduled Payment due during such Collection Period
allocable to interest (using the actuarial or constant yield method) exceeds the
Collected Interest on such Receivable (computed using the same method and after
giving effect to the withdrawal of any previously received Scheduled Payments in
respect of such Receivable from the Payahead Account in accordance with Section
8.02 and 9.09 hereof).

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                                       8

<PAGE>

                  "LIEN" means, a security interest, lien, charge, pledge,
equity, or encumbrance of any kind other than tax liens, mechanics' liens, and
any liens which attach to the respective Receivable by operation of law.

                  "LIQUIDATION PROCEEDS" means, the monies collected from
whatever source, including insurance proceeds, on Defaulted Receivables, net of
the sum of any amounts expended by the Servicer for the account of the Obligor
plus any amounts required by law to be remitted to the Obligor. "Liquidation
Proceeds" with respect to a Distribution Date means such monies collected during
the preceding Collection Period.

                  "MONTHLY INTEREST" means, the sum of Class A Monthly Interest
and Class B Monthly Interest.

                  "MONTHLY PRINCIPAL" means, the sum of Class A Monthly
Principal and Class B Monthly Principal.

                  "MONTHLY SERVICING FEE" means, for any Distribution Date,
one-twelfth of the product of (a) either (i) the Certificate Principal Balance
on such Distribution Date (after giving effect to any distribution of Monthly
Principal made on such Distribution Date) or (ii) with respect to the first
Distribution Date, the Initial Certificate Principal Balance and (b) the
Servicing Rate.

                  "MOODY'S" means, Moody's Investors Service, Inc.

                  "NET LOSS RATE" means, for any Collection Period, the
fraction, expressed as an annualized percentage, of which (i) the numerator is
equal to (A) the sum of the Principal Balances of all Receivables that became
Defaulted Receivables during such Collection Period minus (B) the Liquidation
Proceeds received by the Trust during the same Collection Period, and (ii) the
denominator is equal to the average of the Pool Balances determined on the last
day of such Collection Period and on the last day of the immediately preceding
Collection Period (or, in the case of the first Collection Period, the average
of the Pool Balance determined on the last day of such Collection Period and the
Original Pool Balance).

                  "NET PRINCIPAL POLICY AMOUNT" means the Certificate Principal
Balance as of the first Distribution Date minus all amounts previously drawn on
the Policy with respect to Monthly Principal.

                  "NOTE RATE" means, with respect to a Receivable, the contract
rate of interest on such Receivable, exclusive of prepaid finance charges.

                  "OBLIGOR" on a Receivable means the purchaser or the
co-purchasers of the Financed Vehicle or any other Person who owes payments
under the Receivable. The phrase "payment made on behalf of an Obligor" shall
mean all payments made with respect to a Receivable except payments made by the
Depositor or the Servicer.

                  "OFFICERS' CERTIFICATE" means, a certificate signed by any two
of the chairman of the board, the president, any vice chairman of the board, any
vice president, the treasurer, or the

POOLING AND SERVICING AGREEMENT

                                       9

<PAGE>

controller of BVAC, the Depositor or the Servicer, as the case may be, provided
that no individual shall sign in a dual capacity.

                  "OPINION OF COUNSEL" means, a written opinion of counsel, who
may be counsel to the Depositor and/or Servicer, which counsel shall be
acceptable to the Trustee.

                  "OPTIONAL PURCHASE PRICE" means, the amount specified as such
in Section 16.02.

                  "ORIGINAL POOL BALANCE" means, $__________.

                  "OUTSTANDING ADVANCES" as of any date, with respect to a
Receivable, means the total amount of Advances made on such Receivable for which
the Servicer has not been reimbursed.

                  "PAYAHEAD" on a Precomputed Receivable means the amount, as of
the close of business on the last day of a Collection Period, computed in
accordance with Section 8.02(b) with respect to such Receivable.

                  "PAYAHEAD ACCOUNT" means, the account designated as such,
established and maintained pursuant to Section 9.09.

                  "PAYAHEAD BALANCE" on a Precomputed Receivable means the sum,
as of the close of business on the last day of a Collection Period, of all
Payaheads made by or on behalf of the Obligor with respect to such Precomputed
Receivable, as reduced by applications of previous Payaheads with respect to
such Precomputed Receivable, pursuant to Sections 8.02(b) and 9.09.

                  "PERSON" means, any individual, corporation, estate,
partnership, joint venture, association, joint stock company, trust,
unincorporated organization, or government or any agency or political
subdivision thereof.

                  "POLICY" means the irrevocable Financial Guaranty Insurance
Policy dated as of the Closing Date issued by the Insurer to the Trustee for the
benefit of the Certificateholders and having a maximum amount available to be
drawn equal to the Policy Amount.

                  "POLICY AMOUNT" means with respect to any Distribution Date,
the sum of (A) the lesser of (i) the Certificate Principal Balance (after giving
effect to any distribution of Available Funds to distribute Monthly Principal on
such Distribution Date) and (ii) the Net Principal Policy Amount, plus (B)
Monthly Interest, plus (C) the Monthly Servicing Fee.

                  "POOL BALANCE" as of any date means the aggregate Principal
Balance of the Receivables as of such date; provided, however, that for the
purpose of determining Monthly Principal, the Principal Balance of a Defaulted
Receivable or a Purchased Receivable (if actually purchased by the Servicer or
repurchased by the Servicer) shall be deemed to be zero on and after the close
of business on the last day of the Collection Period in which the Receivable
becomes a Defaulted Receivable or a Purchased Receivable is actually
repurchased.

                  "PRE-FUNDED AMOUNT" means, the amount of deposit from time to
time in the Pre-Funded Account.

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                                       10

<PAGE>

                  "PRE-FUNDING ACCOUNT" means, the account designated as such,
established and maintained pursuant to Section 9.10.

                  "PRECOMPUTED RECEIVABLE" means, any Receivable under which the
portion of a payment allocable to earned interest (which may be referred to in
the related contract as an add-on finance charge) and the portion allocable to
the Amount Financed is determined according to the sum of periodic balances, the
sum of monthly balances, the rule of 78's or any equivalent method.

                  "PRINCIPAL BALANCE" of a Simple Interest Receivable, as of the
close of business on the last day of a Collection Period, means the Amount
Financed minus that portion of all payments received on or before the close of
business on such last day allocable to principal of such Receivable. "Principal
Balance" with respect to a Precomputed Receivable, as of the close of business
on the Cutoff Date or the last day of a Collection Period, means the Amount
Financed minus that portion of all payments received on or before the close of
business on such last day allocable to principal of such Receivable using the
actuarial or constant yield method.

                  "PURCHASE AGREEMENT" means, the Purchase Agreement, dated as
of __________ by and between the Depositor and BVAC, as amended, supplemented or
modified from time to time.

                  "PURCHASE AMOUNT" of any Receivable, as of the close of
business on the last day of any Collection Period, means the amount equal to the
sum of the Principal Balance of such Receivable plus, if an Interest Shortfall
would otherwise occur that would require a withdrawal from the Spread Account in
connection with the purchase or repurchase of such Receivable on such day, any
unpaid interest accrued and due during or prior to such Collection Period on
such Receivable.

                  "PURCHASED RECEIVABLE" means, a Receivable purchased not later
than the ____ day of the month immediately following the respective Collection
Period by the Servicer pursuant to Section 8.07 or repurchased not later than
the Determination Date of the month immediately following the respective
Collection Period by the Servicer pursuant to Section 7.02.

                  "RATING AGENCY" means, Moody's or Standard & Poor's and its
successors and assigns.

                  "RATING AGENCY CONDITION" means with respect to any action,
that each Rating Agency shall have been given 10 days (or such shorter period as
shall be acceptable to each Raging Agency) prior notice thereof and that, within
7 days of receipt of such notice, the Rating Agencies shall have notified the
Depositor, the Servicer, the Insurer and the Trustee in writing that such action
will not result in a reduction or withdrawal of the then current ratings of the
Certificates.

                  "RECEIVABLE" means, any simple interest or pre-computed
(add-on) interest installment sales contract or installment loan and security
agreement which shall appear on Schedule A to the Agreement.

                  "RECEIVABLE FILES" means, the documents specified in Section
7.03.

POOLING AND SERVICING AGREEMENT

                                       11

<PAGE>

                  "RECEIVABLES" or "RECEIVABLES POOL" means, collectively, those
Receivables conveyed to the Trust by the Depositor as of the Cutoff Date as
listed in Schedule A to this Agreement and the Subsequent Receivables.

                  "RECORD DATE" means, for any Distribution Date, the last day
of the preceding calendar month.

                  "RECOVERIES" means, Liquidation Proceeds received by the
Servicer during the preceding calendar month on Defaulted Receivables.

                  "RECOVERIES OF ADVANCES" means, for any Collection Period, all
payments received by the Servicer by or on behalf of Obligors (other than
Obligors with respect to Defaulted Receivables and excluding reimbursements of
Outstanding Advances on Defaulted Receivables pursuant to Sections 9.04(a)(i)
and 9.05) during such Collection Period representing recoveries of Interest
Shortfalls for which Advances were made for prior Collection periods.

                  "REQUIRED SPREAD AMOUNT" means, on each Distribution Date,
_____% of the Certificate Principal Balance (after giving effect to any payment
of Monthly Principal on such Distribution Date) but not less than $__________;
provided, however, that in no event will the Required Spread Amount be greater
than the Certificate Principal Balance.

                  "RESPONSIBLE OFFICER" means, when used with respect to the
Trustee, any officer within the Corporate Trust Office (or any successor group
of the Trustee) including any vice president, assistant vice president,
assistant treasurer, assistant secretary or any other officer of the Trustee
customarily performing functions similar to those performed by the persons who
at the time shall be such officers, respectively, or to whom any corporate trust
matter is referred because of his knowledge of and familiarity with the
particular subject.

                  "SCHEDULED PAYMENT" on a Receivable means that portion of the
payment required to be made by the Obligor during the respective Collection
Period sufficient to amortize the Principal Balance and to provide interest at
the Note Rate.

                  "SERVICER" means, Bay View Acceptance Corporation, a Nevada
corporation, in its capacity as the servicer of the Receivables and each
successor to Bay View Acceptance Corporation (in the same capacity) pursuant to
Section 13.03 or 14.02.

                  "SERVICER'S CERTIFICATE" means, a certificate completed and
executed by the Servicer by its chairman of the board, its president, any vice
chairman of its board, any vice president, the treasurer, or the controller of
the Servicer pursuant to Section 8.09.

                  "SERVICING RATE" means, _____% per annum, payable monthly at
one-twelfth of the annual rate, subject to adjustment with respect to a
successor Servicer pursuant to Section 14.02.

                  "SIMPLE INTEREST RECEIVABLE" means, any Receivable which
provides for equal monthly payments, pursuant to which the portion of such
payment that is allocated to interest is equal to the product of the fixed rate
of interest on such obligation multiplied by the period of time (expressed as a
fraction of a year, based on the actual number of days in the calendar month

POOLING AND SERVICING AGREEMENT

                                       12

<PAGE>

and 365 days in the calendar year) elapsed since the preceding payment under
which the obligation was made.

                  "SPREAD ACCOUNT" means, the account designated as such,
established and maintained pursuant to Section 10.02.

                  "SPREAD ACCOUNT FACILITY" means, any liquidity facility or
similar arrangement established pursuant to Section 10.02.

                  "SPREAD ACCOUNT SURPLUS" means, on any Distribution Date, the
excess, if any, of the Available Spread Amount on such Distribution Date, after
giving effect to deposits into and withdrawals from the Spread Account pursuant
to Article IX on such Distribution Date, over the sum of the Required Spread
Amount and Outstanding Advances on such Distribution Date (after giving effect
to any payments of Monthly Principal and Monthly Interest and all amounts owing
to the Insurer on such Distribution Date.

                  "STANDARD & POOR'S" means, Standard & Poor's Ratings group, a
division of McGraw-Hill, Inc.

                  "STATE" mean (i) any state of the United States of America or
(ii) the District of Columbia.

                  "STATED FINAL DISTRIBUTION DATE" means, ____________ in the
case of the Initial Receivables.

                  "SUBSEQUENT CUTOFF DATE" means, the date designated by the
Depositor as of which particular Subsequent Receivables are conveyed to the
Trust.

                  "SUBSEQUENT RECEIVABLES" means, additional Receivables which
the Depositor will convey to the Trustee from time to time during the Funding
Period having an aggregate value approximately equal to the Pre-Funded Amount.

                  "SUBSEQUENT TRANSFER DATE" means, a date during the Funding
Period to be specified by the Depositor on which Subsequent Receivables are
conveyed to the Trust.

                  "TOTAL YIELD SUPPLEMENTAL DEPOSIT" means, the amount specified
as such in Schedule C hereto.

                  "TRUST" means, the trust created by the Agreement, the estate
of which shall comprise the Receivables (other than Purchased Receivables) and
all monies paid thereon, and all monies due thereon, including Accrued Interest,
after the Cutoff Date; security interests in the Financed Vehicles; funds
deposited in the Certificate Account; funds on deposit in the Pre-Funding
Account; all documents contained in the Receivable Files; any property that
shall have secured a Receivable and that shall have been acquired by or on
behalf of the Trust; any Liquidation Proceeds and any rights of the Depositor in
proceeds from claims or refunds of premiums on any physical damage, lender's
partial deductibility, credit life, disability, and hospitalization insurance
policies covering Financed Vehicles or Obligors; the interest of the Depositor
in recourse to Dealers relating to certain of the Receivables; the proceeds of
the

POOLING AND SERVICING AGREEMENT

                                       13

<PAGE>

foregoing; and amounts on deposit from time to time in the Cash Collateral
Account and the Yield Supplement Account.

                  "TRUSTEE" means, ____________________, a __________
corporation and its successors or any corporation resulting from or surviving
any merger or consolidation to which it or its successors may be a party or any
successor trustee at the time serving as successor trustee hereunder.

                  "TRUSTEE'S CERTIFICATE" means, a certificate completed and
executed by the Trustee by a Responsible Officer pursuant to Section 15.02,
substantially in the form of Exhibit 1, in the case of an assignment to BVAC,
and substantially in the form of Exhibit 2, in the case of an assignment to the
Servicer.

                  "UCC" means, the Uniform Commercial Code as in effect in the
respective jurisdiction.

                  "YIELD SUPPLEMENT ACCOUNT" means, the account designated as
such, established and maintained pursuant to Section 9.08.

                  "YIELD SUPPLEMENT AMOUNT" means, on any Distribution Date, the
amount set forth for such Distribution Date in Schedule C hereto.

         SECTION 2.02      USAGE OF TERMS. With respect to all terms in the
Agreement, the singular includes the plural and the plural the singular; words
importing any gender include the other genders; references to "writing" include
printing, typing, lithography and other means of reproducing words in a visible
form; references to agreements and other contractual instruments include all
subsequent amendments thereto or changes therein entered into in accordance with
their respective terms and not prohibited by the Agreement; references to
Persons include their permitted successors and assigns; and the term "including
means "including without limitation."

         SECTION 2.03      CUTOFF DATE AND RECORD DATE. All references to the
Record Date prior to the first Record Date in the life of the Trust shall be to
the Cutoff Date.

         SECTION 2.04      SECTION REFERENCES. All section references in these
Standard Terms shall be to Section in these Standard Terms.

                                  ARTICLE III

                            CONVEYANCE OF RECEIVABLES

         SECTION 3.01      CONVEYANCE OF INITIAL RECEIVABLES. In consideration
of the Trustee's delivery on the Closing Date to or upon the order of the
Depositor of Class A Certificates in an initial aggregate principal amount of
$__________ and Class B Certificates in an initial aggregate principal amount of
$__________, the Depositor does hereby sell, transfer, assign, set over and
otherwise convey to the Trustee in trust for the benefit of the
Certificateholders and the Insurer, without recourse (subject to the obligations
set forth herein):

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                                       14

<PAGE>

                  (a)      all right, title, and interest of the Depositor in
and to the Initial Receivables;

                  (b)      the security interest in the Financed Vehicles
granted by Obligors pursuant to the Initial Receivables and any other interest
of the Depositor in such Financed Vehicles;

                  (c)      any Liquidation Proceeds and any proceeds with
respect to the Initial Receivables from claims on any physical damage, lenders'
collateral protection, theft, credit life or disability insurance policies
covering Financed Vehicles or Obligors;

                  (d)      funds deposited in the Certificate Account and the
Spread Account;

                  (e)      the Pre-Funded Amount;

                  (f)      all property (including the right to receive future
Liquidation Proceeds) that secures a Receivable and that has been or may be
acquired pursuant to the liquidation of the Receivable;

                  (g)      all documents contained in the Receivable Files;

                  (h)      all monies paid on the Receivables, and all monies
due thereon, including Accrued Interest, after the Cutoff Date with respect to
the Receivables held by the Servicer;

                  (i)      all rights of the Depositor under this Pooling and
Servicing Agreement and the Purchase Agreement, including without limitation a
direct right to require BVAC to repurchase any Receivables as to which there has
been a breach of the representations and warranties contained therein;

                  (j)      the benefits of the Policy; and

                  (k)      all proceeds of the foregoing.

                  The Depositor does hereby further assign, convey, pledge and
grant a security interest in (i) any and all other right, title and interest,
including any beneficial interest the Depositor may have in the Certificate
Account and Spread Account and the funds deposited therein, and (ii) any
proceeds of any of the foregoing, to the Trustee and for the benefit of the
Certificateholders to secure amounts payable to Certificateholders as provided
under this Agreement.

                  The Depositor does not convey to the Trustee any interest in
any contracts with Dealers related to any "dealer reserve" or any rights to the
recapture of any dealer reserve.

         SECTION 3.02     CONVEYANCE OF SUBSEQUENT RECEIVABLES

                  (a)      During the Funding Period, the Depositor shall sell
to the Trust, and the Trust shall purchase from the Depositor, Subsequent
Receivables having an aggregate principal balance equal to the Initial
Pre-Funded Amount to the extent that such Subsequent Receivables are available.
During the Funding Period, on each Subsequent Transfer Date, subject to the

POOLING AND SERVICING AGREEMENT

                                       15

<PAGE>

conditions described below, the Depositor will sell and assign to the Trust,
without recourse the Depositor's entire interest in the Subsequent Receivables
designated by the Depositor as of the related Subsequent Cutoff Date and
identified in a schedule attached to an assignment related to such Subsequent
Receivables executed on such date by the Depositor. Upon the conveyance of
Subsequent Receivables to the Trust on a Subsequent Transfer Date, (i) the
aggregate principal balance of the Receivables in the Trust will increase in an
amount equal to the aggregate principal balances of the Subsequent Receivables
and (ii) an amount equal to the aggregate principal balance of such Subsequent
Receivables will be withdrawn from the Pre-Funding Account and paid to the
Depositor.

                  (b)      Any conveyance of Subsequent Receivables is subject
to the satisfaction, on or before the related Subsequent Transfer Date, of the
following conditions precedent:

                           (i)      the Depositor shall have delivered to the
         Trustee a duly executed written assignment in substantially the form of
         Exhibit E (the "SUBSEQUENT TRANSFER ASSIGNMENT"), which shall include
         supplements to Schedule A of the Agreement listing the Subsequent
         Receivables;

                           (ii)     the Depositor shall have deposited in the
         Collection Account all collections received in respect of the
         Subsequent Receivables after the applicable Cutoff Date;

                           (iii)    as of each Subsequent Transfer Date, the
         Depositor shall not be insolvent and shall not become insolvent as a
         result of the transfer of Subsequent Receivables on such Subsequent
         Transfer Date, nor is it aware of any pending insolvency;

                           (iv)     the Funding Period shall not have
         terminated;

                           (v)      the Receivables in the Trust, including the
         Subsequent Receivables to be conveyed to the Trust on the Subsequent
         Transfer Date, shall meet the following criteria: (A) not more than
         _____% of the Principal Balances of the Receivables in the Trust will
         represent financing of used vehicles; (B) the weighted average Note
         Rate of the Receivables will not be less than _____%; (C) the weighted
         average remaining term (as of the Subsequent Cutoff Date) of the
         Receivables shall not be greater than _____ months; and (D) no
         Subsequent Receivable will have a final Scheduled Payment due later
         than __________;

                           (vi)     each of the representations and warranties
         made by the Depositor pursuant to Section 7.01 shall be true and
         correct as of the related Subsequent Transfer Date, and the Depositor
         shall have performed all obligations to be performed by it hereunder on
         or prior to such Subsequent Transfer Date;

                           (vii)    the Depositor shall, at its own expense, on
         or prior to the Subsequent Transfer Date, indicate in it its computer
         files that the Subsequent Receivables identified in the Subsequent
         Transfer Assignment have been sold to the Trustee pursuant to this
         Agreement and the Subsequent Transfer Assignment;

POOLING AND SERVICING AGREEMENT

                                       16

<PAGE>

                           (viii)   the Depositor shall have taken any action
         required to maintain the first perfected ownership interest of the
         Trustee in the Trust property, other than causing the certificates of
         title with respect to the Financed Vehicles to be endorsed or otherwise
         amended to identify the Trustee as the new secured party;

                           (ix)     no selection procedures believed by the
         Depositor to be adverse to the interests of the Certificateholders
         shall have been utilized in selecting the Subsequent Receivables;

                           (x)      the addition of any such Subsequent
         Receivables shall not result in a material adverse federal tax
         consequence to the Trust or the Certificateholders; and

                           (xi)     the Depositor shall have delivered to the
         Trustee an Officers' Certificate confirming the satisfaction of each
         condition precedent specified in this paragraph (b).

                  (c)      In addition, any such conveyance of Subsequent
Receivables made on one or more Subsequent Transfer Dates occurring during any
given Collection Period will also be subject to the satisfaction, on or before
the Determination Date following the end of such Collection Period, of the
following conditions subsequent:

                           (i)      the Depositor shall have delivered to the
         Trustee and the Rating Agencies a statement listing the aggregate
         Principal Balance of the Subsequent Receivables conveyed to the Trustee
         during such Collection Period and any other information reasonably
         requested by any of the foregoing with respect to such Subsequent
         Receivables;

                           (ii)     the Depositor shall have delivered (x) to
         the Rating Agencies an Opinion of Counsel with respect to the transfer
         of such Subsequent Receivables substantially in the form of, or
         confirming, the Opinion of Counsel, delivered to the Rating Agencies on
         the Closing Date and (y) to the Trustee the Opinion of Counsel required
         by Section 17.02(i);

                           (iii)    each of the Rating Agencies shall have
         notified the Depositor in writing that, following the conveyance of all
         the Subsequent Receivables to the Trustee, the Certificates continue to
         be rated __________ by such Rating Agency;

                           (iv)     the Depositor shall have delivered to the
         Trustee a letter of a firm of independent certified public accountants
         confirming that the conditions set forth in Section 3.02(b)(v) were
         satisfied with respect to those Subsequent Receivables conveyed on each
         such Subsequent Transfer Date; and

                           (v)      the Depositor shall have delivered to the
         Trustee an Officers' Certificate confirming the satisfaction of each
         condition specified in this paragraph (c).

The Depositor covenants that in the event any of the foregoing conditions
subsequent are not satisfied with respect to any Subsequent Receivable conveyed
by the Depositor to the Trustee on or prior to the date specified above, the
Depositor will immediately repurchase such Subsequent

POOLING AND SERVICING AGREEMENT

                                       17

<PAGE>

Receivable at a price equal to the Purchase Amount thereof, in the manner
specified in Section 9.02.

                  (d)      The Depositor covenants to transfer to the Trustee,
pursuant to paragraph (a) above, Subsequent Receivables with an aggregate
Principal Balance equal to the Initial Pre-Funded Amount. In the event that the
Depositor shall fail to deliver and sell to the Trust any or all of such
Subsequent Receivables, any funds remaining in the Pre-Funding Account shall be
distributed in accordance with Section 9.10 to the Certificateholders as Monthly
Principal on the Distribution Date next following the end of the Funding Period;
provided, however, that the foregoing shall be the sole remedy of the Trustee,
the Trust or the Certificateholders with respect to a failure of the Depositor
to comply with such covenant.

                                   ARTICLE IV

                              ACCEPTANCE BY TRUSTEE

         The Trustee does hereby accept all consideration conveyed by the
Depositor pursuant to Article III, and declares that the Trustee shall hold such
consideration upon the trusts herein set forth for the benefit of all present
and future Certificateholders and the Insurer, subject to the terms and
provisions of this Pooling and Servicing Agreement.

                                   ARTICLE V

                   INFORMATION DELIVERED TO THE RATING AGENCY

                 (a)      The Servicer hereby expresses its intention to
deliver promptly to the Rating Agency (i) a copy of each Servicer's Certificate
that it delivers to the Trustee and Insurer pursuant to Section 8.09, (ii) a
copy of each annual Officers' Certificate as to compliance and any notice of
Default that it delivers to the Trustee pursuant to Section 8.10, (iii) a copy
of each annual certified public accountant's report that it delivers to the
Trustee pursuant to Section 8.11, (iv) a statement for each Collection Period
including delinquency and loss information for the Receivables, the amount of
Subsequent Receivables purchased from the Depositor and the amount of any draws
on the Policy, (v) written notice of any merger, consolidation, or other
succession of the Servicer, pursuant to Section 13.03, or the Depositor,
pursuant to Section 17.03, (vi) a copy of each amendment to the Agreement and
(vii) any Opinion of Counsel delivered to the Trustee pursuant to Section
17.02(i).

                  (b)      The Trustee and the Servicer hereby expresses its
intention to deliver promptly to the Rating Agency (i) a copy of each statement
or notification to Certificateholders delivered pursuant to Section 9.07, 14.03
or 15.10, (ii) a copy of each annual certified public accountant's report
received by the Trustee pursuant to Section 8.11, (iii) a copy of each amendment
to the Agreement and (iv) a copy of the notice of termination of the Trust
provided to Certificateholders pursuant to Section 16.01.

                  (c)      For purposes of delivery pursuant to paragraphs (a)
and (b) of this Article V, the address for the Rating Agencies are:

POOLING AND SERVICING AGREEMENT

                                       18

<PAGE>

                  Structured Finance/Asset Backed Surveillance Group
                  Standard & Poor's Ratings Group, a division of
                  McGraw-Hill, Inc.
                  25 Broadway
                  New York, New York 10004

                  Moody's Investors Service, Inc.
                  Attention: ABS Monitoring Department
                  99 Church Street, 4th Floor
                  New York, New York 10007

                  (d)      The provisions of this Article V are included herein
for convenience of reference only and shall not be construed to be contractual
undertakings or obligations. The failure of the Servicer or the Trustee to
comply with any or all of the provisions of this Article V shall not constitute
an Event of Default or a default of any kind under this Pooling and Servicing
Agreement or make any remedy available to any Person.

                                   ARTICLE VI

                                AGENT FOR SERVICE

         The agent for service for the Depositor shall be _______________,
Secretary of the Depositor. Any and all service on the agent for service of the
Depositor shall be sent to Bay View Transaction Corporation, __________________.

         The agent for service for the Servicer shall be __________, President
of the Servicer. Any and all service on the agent for service of the Servicer
shall be sent to Bay View Acceptance Corporation, ____________________.

                                  ARTICLE VII

                                 THE RECEIVABLES

         SECTION 7.01      REPRESENTATIONS AND WARRANTIES OF DEPOSITOR. Pursuant
to Article III, the Depositor has assigned to the Trust the benefit of, and its
rights respecting, the representations and warranties made to the Depositor in
the Purchase Agreement as to the Receivables on which the Trustee relies in
accepting the Receivables in trust and executing and authenticating the
Certificates. Such representations and warranties speak as of the execution and
delivery of the Purchase Agreement but shall survive the sale, transfer, and
assignment of the Receivables to the Trustee.

                  (a)      The Depositor hereby represents and warrants to the
Trustee that it has entered into the Purchase Agreement with BVAC, that BVAC has
made the representations and warranties set forth therein, that such
representations and warranties run to and are for the benefit of the Depositor,
and that pursuant to Article III of this Agreement the Depositor has transferred
and assigned to the Trustee all rights of the Depositor to cause BVAC under the
Purchase

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Agreement to repurchase Receivables in the event of a breach of such
representations and warranties.

                  (b)      It is the intention of the Depositor that the
transfer and assignment herein contemplated, taken as a whole, constitute a sale
of the Receivables from the Depositor to the Trust and that the beneficial
interest in and title to the Receivables not be part of the receivership estate
in the event of the appointment of a receiver for the Depositor. No Receivable
has been sold, transferred, assigned, or pledged by the Depositor to any Person
other than the Trustee. Immediately prior to the transfer and assignment herein
contemplated, the Depositor had good and marketable title to each Receivable
free and clear of all liens, and, immediately upon the transfer thereof, the
Trustee (for the benefit of the Certificateholders and the Insurer) shall have
good and marketable title to each Receivable, free and clear of all liens and
rights of others, except for the rights of the Certificateholders and the
Insurer; and the transfer has been perfected under the UCC. On or prior to the
Closing Date, all filings (including, without limitation, UCC filings) necessary
in any jurisdiction to give the Trustee a first perfected ownership interest in
the Receivables shall have been made.

                  (c)      The Depositor further represents and warrants that it
shall not incur any indebtedness or issue and sell any securities directly or
indirectly, unless recourse with respect to such indebtedness or securities is
limited solely to the specific assets securing such indebtedness or securities,
and in all events without recourse to the Receivables or Financed Vehicles.

         SECTION 7.02      REPURCHASE UPON BREACH. The Depositor, the Servicer,
or the Trustee, as the case may be, shall inform the other parties promptly, in
writing, upon the discovery of any breach of the representations and warranties
contained in Section 7.01 or the representations and warranties contained in the
Purchase Agreement, or upon the discovery that any Receivable has been
materially and adversely affected because a court has determined that a
Receivable secured by a Financed Vehicle registered in a state other than
California is not perfected by a first priority perfected security interest in
the Financed Vehicle in favor of the Trustee. This obligation shall not
constitute an obligation on the part of the Trustee to actively seek to discover
any such breaches. Unless the breach or failure to so perfect shall have been
cured by the second Record Date following the discovery, pursuant to the
Purchase Agreement, BVAC shall repurchase any Receivable materially and
adversely affected by the breach as of such Record Date (or, at the BVAC's
option, the first Record Date following the discovery or notice). In
consideration of the purchase of the Receivable, BVAC shall remit the Purchase
Amount, in the manner specified in Section 9.03. The sole remedy of the Trustee,
the Trust, or the Certificateholders with respect to a breach of the
representations and warranties referred to in Section 7.01 shall be to require
the BVAC to repurchase Receivables pursuant to this Section 7.02.

         SECTION 7.03      CUSTODY OF RECEIVABLE FILES. To assure uniform
quality in servicing the Receivables and to reduce administrative costs, the
Trustee, upon the execution and delivery of the Agreement, hereby revocably
appoints the Servicer, and the Servicer hereby accepts such appointment, to act
as the agent of the Trustee as custodian of the following documents or
instruments which are hereby constructively delivered to the Trustee with
respect to each Receivable:

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                           (i)      The original of the Receivable.

                           (ii)     The original credit application fully
         executed by the Obligor.

                           (iii)    The original certificate of title or such
         documents that the Depositor or Servicer shall keep on file, in
         accordance with its customary procedures, evidencing the security
         interest of the Depositor or BVAC in the Financed Vehicle.

                           (iv)     Any and all other documents that the
         Servicer or the Depositor shall keep on file, in accordance with its
         customary procedures, relating to a Receivable, an Obligor, or a
         Financed Vehicle.

         SECTION 7.04      DUTIES OF SERVICER AS CUSTODIAN.

                  (a)      Safekeeping. The Servicer, in its capacity as
custodian, shall hold the Receivable Files on behalf of the Trustee for the use
and benefit of all present and future Certificateholders, and maintain such
accurate and complete accounts, records, and computer systems pertaining to each
Receivable File as shall enable the Trustee to comply with this Agreement. In
performing its duties as custodian the Servicer shall act with reasonable care,
using that degree of skill and attention that the Servicer exercises with
respect to the receivable files relating to all comparable automotive
receivables that the Servicer services for itself. The Servicer shall conduct,
or cause to be conducted, periodic audits of the Receivables Files held by it
under the Agreement, and of the related accounts, records, and computer systems,
in such a manner as shall enable the Trustee to verify the accuracy of the
Servicer's record keeping. The Servicer shall promptly report to the Trustee any
failure on its part to hold the Receivable Files and maintain its accounts,
records, and computer systems as herein provided and promptly take appropriate
action to remedy any such failure; provided, however, notwithstanding anything
to the contrary in Section 7.03 or this Section 7.04, the Servicer shall not be
required to possess the original of Receivables representing less than 2% of the
Original Pool Balance until 30 days following the Closing Date.

                  (b)      Maintenance of and Access to Records. The Servicer
shall maintain each Receivable File at one of its offices specified in Schedule
B to the Agreement, or at such other office as shall be specified to the Trustee
by prior written notice. The Servicer shall make available to the Trustee or its
duly authorized representatives, attorneys, or auditors a list of locations of
the Receivable Files, the Receivable Files, and the related accounts, records,
and computer systems maintained by the Servicer at such times as the Trustee
shall instruct.

                  (c)      Release of Documents. Upon instruction from the
Trustee, the servicer shall release any document in a Receivable File to the
Trustee, the Trustee's agent, or the Trustee's designee, as the case may be, at
such place or places as the Trustee may designate, as soon as practicable.

         SECTION 7.05      INSTRUCTIONS; AUTHORITY TO ACT. The Servicer shall be
deemed to have received proper instructions with respect to the Receivables
Files upon its receipt of written instructions signed by a Responsible Officer
of the Trustee.

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<PAGE>

         SECTION 7.06      CUSTODIAN'S INDEMNIFICATION. The Servicer, in its
capacity as custodian, shall indemnify the Trust and the Trustee (which shall
include, for purposes of this Section 7.06, its directors, officers, employees
and agents) for any and all liabilities, obligations, losses, compensatory
damages, payments, costs, or expenses of any kind whatsoever that may be imposed
on, incurred, or asserted against the Trust or the Trustee as the result of any
improper act or omission in any way relating to the maintenance and custody by
the Servicer of the Receivable Files; provided, however, that the Servicer shall
not be liable for any portion of any such amount resulting from the willful
misfeasance, bad faith, or negligence of the Trustee.

         SECTION 7.07      EFFECTIVE PERIOD AND TERMINATION. The Servicer's
appointment as custodian shall become effective as of the Cutoff Date and shall
continue in full force and effect until terminated pursuant to this Section
7.07. If the Servicer shall resign in accordance with the provisions of the
Agreement or if all of the rights and obligations of the Servicer shall have
been terminated under Section 14.01, the appointment of the Servicer as
custodian may be terminated (i) by the Trustee with the consent of the Insurer,
which consent shall not be unreasonably withheld, (ii) by the Holders of
Certificates evidencing not less than 25% of the Certificate Balance with the
consent of the Insurer, which consent shall not be unreasonably withheld, or
(iii) by the Insurer, without the consent of the Holders of the Certificates
(and, as to the rights of the Insurer under (i), (ii) or (iii), so long as the
Insurer is not in default of its obligations under the Policy). The Trustee, on
behalf of the Trust, may terminate the Servicer's appointment as custodian with
cause at any time upon written notification to the Servicer. As soon as
practicable after any termination of such appointment, the Servicer shall
deliver the Receivable Files to the Trustee or the Trustee's agent at such place
or places as the Trustee with the consent of the Insurer may reasonably
designate.

                                  ARTICLE VIII

                   ADMINISTRATION AND SERVICING OF RECEIVABLES

         SECTION 8.01      DUTIES OF SERVICER. The Servicer, for the benefit of
the Trust and the Certificateholders, shall manage, service, administer, and
make collections on the Receivables with reasonable care, using that degree of
skill and attention that the Servicer exercises with respect to all comparable
motor vehicle receivables that it services for itself. The Servicer's duties
shall include collection and posting of all payments, making Advances (in the
Servicer's sole discretion), responding to inquiries to Obligors or of federal,
State or local governmental authorities with respect to the Receivables,
investigating delinquencies, sending payment coupons to Obligors, accounting for
collections, and furnishing monthly and annual statements to the Trustee with
respect to distributions. The Servicer shall follow its customary standards,
policies, and procedures in performing its duties as Servicer. Without limiting
the generality of the foregoing, the Servicer is authorized and empowered by the
Trustee to execute and deliver, on behalf of itself, the Trust, the
Certificateholders, or the Trustee of any of them, any and all instruments of
satisfaction or cancellation, or partial or full release or discharge, and all
other comparable instruments, with respect to such Receivables or to the
Financed Vehicles securing such Receivables. If the Servicer shall commence a
legal proceeding to enforce a Receivable or a Defaulted Receivable, the Trustee
shall thereupon be deemed to have automatically assigned, solely for the purpose
of collection, such Receivable to the Servicer. The Trustee shall execute

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<PAGE>

any documents prepared by the Servicer and delivered to the Trustee for
execution that are necessary or appropriate to enable the Servicer to carry out
its servicing and administrative duties hereunder.

         SECTION 8.02      COLLECTION OF RECEIVABLE PAYMENTS

         (a)      The Servicer shall make reasonable efforts to collect all
payments called for under the terms and provisions of such Receivables as and
when the sum shall become due and shall follow such collection procedures as it
follows with respect to all comparable motor vehicle receivables that it
services for itself. If payments are extended in the ordinary course of the
Servicer's collection procedures, and, as a result, any Receivable would be
outstanding at the Stated Final Distribution Date, then the Servicer shall be
obligated to purchase such Receivable pursuant to Section 8.07 (unless such
Receivable is otherwise being purchased pursuant to Section 16.02) as of the
last day of the Collection Period immediately preceding the Stated Final
Distribution Date. The Servicer may in its discretion waive any late payment
charge or any other fees that may be collected in the ordinary course of
servicing a Receivable.

         (b)      All allocations of payments with respect to a Simple Interest
Receivable to principal and interest and determinations of periodic charges and
the like shall be made using the simple interest method, based on either the
actual number of days elapsed and the actual number of days in the calendar year
or on the basis of a thirty-day month and a 360-day calendar year, as specified
in the related installment sales contract or installment loan and security
agreement. Each payment on a Simple Interest Receivable shall be applied first
to collection fees, if any; second, to late charges, if any, accrued on such
Receivable; third to the amount of interest accrued on such Receivable to the
date of receipt; fourth to principal due on such Receivable; and, last, to
reduce the remaining principal amount outstanding on such Receivable. All
allocations of payments with respect to a Precomputed Receivable to principal
and interest shall be made using the actuarial or constant yield method.
Payments made by or on behalf of an Obligor, including any prior Payaheads made
and added to the Payahead Balance, with respect to a Precomputed Receivable
shall be applied first to overdue Scheduled Payments (including reduction of
Outstanding Advances as provided in Section 9.04). Next, any excess shall be
applied to the Scheduled Payment and any remaining excess shall be added to the
Payahead Balance, and shall be applied to prepay the Precomputed Receivable, but
only if such Payahead Balance shall be sufficient to prepay the Receivable in
full. Otherwise, any such remaining excess payments shall constitute a Payahead
and shall increase the Payahead Balance.

         SECTION 8.03      REALIZATION UPON RECEIVABLES.

                  (a)      On behalf of the Trust the Servicer shall use its
best efforts, consistent with its customary servicing procedures, to repossess
or otherwise convert the ownership of the Financed Vehicle securing any
Receivable as to which the Servicer shall have determined that eventual payment
in full is unlikely. The Servicer shall follow such customary and usual
practices and procedures as it shall deem necessary or advisable in its
servicing of motor vehicle receivables which may include reasonable efforts to
realize upon any recourse to Dealers and selling the Financed Vehicle at public
or private sale. The foregoing shall be subject to the provision that, in any
case in which the Financed Vehicle shall have suffered damage, the Servicer
shall not expend funds in connection with the repair or the repossession of such
motor

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                                       23

<PAGE>

vehicle unless it shall determine in its discretion that such repair and/or
repossession will increase the Liquidation Proceeds of the related Receivable by
an amount equal to or greater than the amount of such expenses.

                  (b)      Unless otherwise stated in the Agreement, the
Servicer shall either purchase or liquidate each Financed Vehicle that has not
previously been liquidated and that secures, or previously secured, a Defaulted
Receivable either (i) by the end of the Collection Period preceding the final
scheduled Distribution Date during the life of the Trust or (ii) if earlier, by
the end of the Collection Period during which such Receivable became a Defaulted
Receivable. Any purchase of a Financed Vehicle by the Servicer shall be made at
a price equal to the fair market value of the Financed Vehicle as determined by
the Servicer in accordance with the Servicer's normal servicing standards.

                  (c)      With respect to any Precomputed Receivable, to the
extent such Precomputed Receivable has not paid by the maturity thereof the
amount equal to the related Principal Balance as of the Cutoff Date, the
Servicer shall remit to the Certificate Account an amount equal to such
difference.

         SECTION 8.04      PHYSICAL DAMAGE INSURANCE. The Servicer, in
accordance with its customary servicing procedures, and underwriting standards
shall require that each Obligor shall have obtained and shall maintain physical
damage insurance covering the Financed Vehicle as of the execution of the
Receivable. The Servicer shall be named as a loss payee as Servicer for the
Trust on all lender's collateral protection insurance coverage obtained on the
Receivables.

         SECTION 8.05      MAINTENANCE OF SECURITY INTERESTS IN FINANCED
VEHICLES. The Servicer shall, in accordance with its customary servicing
procedures, take such steps as are necessary to ensure that perfection of the
security interest created by each Receivable in the related Financed Vehicle has
been obtained, and to maintain such security interest. The Trustee hereby
authorizes the Servicer to take such steps as are necessary to re-perfect such
security interest on behalf of the Trust in the event of the relocation of a
Financed Vehicle or for any other reason.

         SECTION 8.06      COVENANTS OF SERVICER. The Servicer shall not release
the Financed Vehicle securing any Receivable from the security interest granted
by such Receivable in whole or in part except in the event of payment in full by
the Obligor thereunder or repossession, nor shall the Servicer impair the rights
of the Certificateholders in the Receivables, nor shall the Servicer change the
amount of the Scheduled Payment under a Receivable or change the Amount Financed
under a Receivable or reduce the Note Rate of a Receivable (except if so ordered
by a bankruptcy court in a proceeding concerning the Obligor).

         SECTION 8.07      PURCHASE OF RECEIVABLES UPON BREACH. The Servicer or
the Trustee shall inform the other party promptly, in writing, upon the
discovery of any breach by the Servicer of its obligations under Section 8.06.
Unless the breach shall have been cured by the last day of the Collection Period
following the Collection Period during which such breach was discovered, the
Servicer shall purchase any Receivable materially and adversely affected by such
breach as of such day (or, at the Servicer's election, as of the last day of the
Collection Period during which such breach was discovered). In consideration of
the purchase of such Receivable, the Servicer shall remit the Purchase Amount
with respect to such Receivable in the manner specified in

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                                       24
<PAGE>

Section 9.03. The sole remedy of the Trustee, the Trust, or the
Certificateholders with respect to a breach pursuant to Section 8.06 shall be to
require the Servicer to purchase Receivables pursuant to this Section 8.07.

         SECTION 8.08      SERVICING FEE. The servicing fee for a Collection
Period shall equal the Monthly Servicing Fee (except that in the case of a
successor Servicer, the servicing fee shall equal such amount as is arranged in
accordance with Section 14.02). The Servicer shall be entitled to retain from
payments of principal and interest on the Receivables collected during a
Collection Period an amount equal to the Monthly Servicing Fee due the Servicer
in respect of the Collection Period and need not deposit such amount in the
Certificate Account. The Servicer shall also be entitled to retain, and need not
deposit in the Certificate Account, all late fees, prepayment charges, other
administrative or collection fees or similar charges allowed by applicable law
with respect to Receivables, if any, collected (from whatever source) on the
Receivables. The Monthly Servicing Fee will be paid only out of the funds of the
Trust and not from the Trustee's own funds. So long as BVAC or an Affiliate is
the Servicer, if the Servicer fails to pay the Trustee's fees and expenses
pursuant to Section 15.07, the Trustee shall be entitled to receive such amount
from the Monthly Servicing Fee prior to payment thereof to the Servicer and the
Servicer shall not retain from collections that portion of the Monthly Servicing
Fee equal to any fees of the Trustee that are due and payable and any unpaid
amount that the Servicer has received notice is due the Trustee as reimbursement
for expenses.

         SECTION 8.09      SERVICER'S CERTIFICATE. On the Determination Date
following each Collection Period, the Servicer shall deliver to the Trustee and
the Insurer a Servicer's Certificate substantially in the form of Exhibit 3
attached hereto containing all information necessary to make the distributions
pursuant to Section 9.04 for the Collection Period preceding the date of such
Servicer's Certificate and all information necessary for the Trustee to send
statements to Certificateholders pursuant to Section 9.07, including (A) the
amount of aggregate collections on the Receivables, (B) the aggregate Purchase
Amount of the Receivables repurchased by the Depositor and purchased by the
Servicer, (C) with respect to Precomputed Receivables, the net deposit from the
Certificate Account to the Payahead Account or the net withdrawal from the
Payahead Account to the Certificate Account required for the Collection Period
in accordance with Section 9.09, and in the case of a net withdrawal, the
Monthly Interest and Monthly Principal reported on such Servicer's Certificate
shall reflect the portions of such withdrawal allocable to interest and
principal, respectively, in accordance with this Agreement, (D) current and
cumulative information respecting (i) delinquent Receivables that are 30, 60,
and 90 days past due, and (ii) charge-offs, the number of repossessions of
Financed Vehicles during the preceding Collection Period, number of unliquidated
repossessed Financed Vehicles, gross and net losses on the Receivables, and
recoveries on charged off Receivables; and (E) and each other item listed in
Section 9.04 hereof reasonably requested by the Rating Agency or the Insurer in
order to monitor the performance of the Receivables. Receivables purchased by
the Servicer as of the last day of such Collection Period shall be identified by
the Servicer account number with respect to such Receivable (as specified in
Schedule A to the Agreement).

         SECTION 8.10      ANNUAL STATEMENT AS TO COMPLIANCE; NOTICE OF DEFAULT.

                  (a)      The Servicer shall deliver to the Trustee, on or
before April 30 of each year, beginning on the first April 30 that is at least
six months after the Closing Date, an

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<PAGE>

Officers' Certificate, dated as of December 31 of the preceding year, stating
that (i) a review of the activities of the Servicer during the preceding
12-month period (or in case of the initial such Officer's Certificate, the
period from the Closing Date to and including the date of such Officer's
Certificate) and of its performance under the Agreement has been made under such
officer's supervision and (ii) to the best of such officer's knowledge, based on
such review, the Servicer has fulfilled all its obligations under the Agreement
throughout such year, or, if there has been a default in the fulfillment of any
such obligation, specifying each such default known to such officer and the
nature and status thereof. A copy of such certificate and the Report referred to
in Section 8.11 may be obtained by any Certificateholder at its own expense by a
request in writing to the Trustee addressed to the Corporate Trust Office.

                  (b)      The Servicer shall deliver to a Responsible Officer
of the Trustee, promptly after having obtained knowledge thereof, but in no
event later than 5 Business Days thereafter, written notice in an Officers'
Certificate of any event which with the giving of notice or lapse of time, or
both, would become an Event of Default under clause (i) or (ii) of Section
15.01. The Depositor or the Servicer shall deliver to a Responsible Officer of
the Trustee and the Insurer, promptly after having obtained knowledge thereof,
but in no event later than five Business Days thereafter, written notice in an
Officers' Certificate of any event which with the giving of notice or lapse of
time, or both, would become an Event of Default under clause (ii) of Section
14.01.

         SECTION 8.11      ANNUAL INDEPENDENT CERTIFIED PUBLIC ACCOUNT'S REPORT.
The Servicer shall cause a firm of independent certified public accountants, who
may also render other services to the Servicer, to deliver to the Trustee on or
before April 30 of each year concerning the 12-month period ended December 31 of
such year (or shorter period since the date of Agreement), beginning on the
first April 30 that is at least six months after the Closing Date, a report
addressed to the Board of Directors of the Servicer and to the Trustee, to the
effect that such firm has reviewed the servicing of the Receivables by the
Servicer and that such review (1) included tests relating to new or used
automobile, light-duty truck, motorcycle, recreational vehicle, sport utility
vehicle, van, and van conversion loans serviced for others in accordance with
the requirements of the Uniform Single Audit Program for Mortgage Bankers, to
the extent the procedures in such program are applicable to the servicing
obligations set forth in the Agreement, and (2) except as described in the
report, disclosed no exceptions or errors in the records relating to automobile,
light-duty truck, motorcycle, recreational vehicle, sport utility vehicle, van
or van conversion loans serviced for others that, in the firm's opinion,
paragraph four of such program requires such firm to report. In the event such
firm requires the Trustee to agree to the procedures performed by such firm, the
Servicer shall direct the Trustee in writing to so agree; it being understood
and agreed that the Trustee will deliver such letter of agreement in conclusive
reliance upon the direction of the Servicer, and the Trustee makes no
independent inquiry or investigation as to, and shall have no obligation or
liability in respect of, the sufficiency, validity or correctness of such
procedures.

         The report will also indicate that the firm is independent of the
Servicer within the meaning of the Code of Professional Ethics of the American
Institute of Certified Public Accountants.

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<PAGE>

         SECTION 8.12      ACCESS TO CERTAIN DOCUMENTATION AND INFORMATION
REGARDING RECEIVABLES. The Servicer shall provide to the Certificateholders
access to the Receivables Files in such cases where the Certificateholder shall
be required by applicable statutes or regulations to review such documentation.
Access shall be afforded without charge, but only upon reasonable request and
during the normal business hours at the respective offices of the Servicer.
Nothing in this Section shall affect the obligation of the Servicer to observe
any applicable law prohibiting disclosure of information regarding the Obligors,
and the failure of the Servicer to provide access to information as a result of
such obligation shall not constitute a breach of this Section 8.12.

         SECTION 8.13      SERVICER EXPENSES. The Servicer shall be required to
pay all expenses incurred by it in connection with its activities hereunder,
including fees and disbursements of independent accountants, taxes imposed on
the Servicer, and expenses incurred in connection with distributions and reports
to Certificateholders.

         SECTION 8.14      REPORTS TO CERTIFICATEHOLDERS. The Trustee shall
provide to any Certificateholder who so requests in writing (addressed to the
Corporate Trust Office) a copy of any certificate described in Section 8.09, or
the annual statement described in Section 8.10, or the annual report described
in Section 8.11. The Trustee may require the Certificateholder to pay a
reasonable sum to cover the cost of the Trustee's complying with such request.

                                   ARTICLE IX

                 DISTRIBUTIONS; STATEMENTS TO CERTIFICATEHOLDERS

         SECTION 9.01      CERTIFICATE ACCOUNT. The Servicer, on behalf of the
Trust, shall establish the Certificate Account with an Eligible Bank as a
segregated trust account in the name of the Trust for the benefit of
Certificateholders with the Corporate Trust Office of the Trustee. The Servicer
shall direct the Trustee to invest the amounts in the Certificate Account in
Eligible Investments that mature not later than the Business Day prior to the
next succeeding Distribution Date and to hold such Eligible Investments to
maturity. The Trustee shall (i) maintain possession of any negotiable
instruments or securities evidencing Eligible Investments until the time of sale
or maturity and each certificated security or negotiable instrument evidencing
an Eligible Investment shall be endorsed in blank or to the Trustee or
registered in the name of the Trustee and (ii) cause any Eligible Investment
represented by an uncertificated security to be registered in the name of the
Trustee.

         SECTION 9.02      COLLECTIONS

                  (a)      The Servicer shall remit to the Certificate Account
all payments by or on behalf of the Obligors on the Receivables and all
Liquidation Proceeds, both as collected during the Collection Period net of
Monthly Servicing Fees and administrative fees allowed to be retained by the
Servicer pursuant to Section 17.08 and net of charge backs (attributable to
errors in posting, returned checks, or rights of offset for amounts that should
not have been paid or that must be refunded as the result of a successful claim
or defense under bankruptcy or similar laws) not later than the second Business
Day following the Business Day on which such amounts are

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<PAGE>

received by the Servicer. Notwithstanding the foregoing, for so long as (a) BVAC
or an Affiliate remains the Servicer, (b) no Event of Default shall have
occurred and be continuing and (c)(1) BVAC (or an Affiliate succeeding BVAC as
Servicer) maintains a short-term rating of at least A-1 by Standard & Poor's and
P-l by Moody's (and for five Business Days following a reduction in either such
rating) or (2) prior to ceasing daily remittances, the Rating Agency Condition
shall have been satisfied (and any conditions or limitations imposed by the
Rating Agencies in connection therewith are complied with) and the prior written
consent of the Insurer (not to be unreasonably withheld) shall have been
obtained, BVAC, as Servicer, or an Affiliate with the consent of the Insurer,
may remit all such payments and Liquidation Proceeds with respect to any
Collection Period to the Certificate Account on a less frequent basis, but in no
event later than the Determination Date immediately preceding each Distribution
Date. The Servicer shall remit any Advances with respect to a Collection Period
to the Certificate Account on or before the Determination Date.

                  (b)      On each Determination Date, the Servicer shall
determine (a) the amount of payments on all Receivables and all Liquidation
Proceeds received during such Collection Period, the Yield Supplement Amount for
the related Distribution Date, the amount of Advances for such Collection
Period, and the Purchase Amount for all Receivables purchased or repurchased
with respect to such Collection Period which have been deposited in the
Certificate Account (net of amounts required to be paid pursuant to Section
9.04(d), excluding investment income on all such amounts, and not including
amounts required to be paid pursuant to Sections 7.02, 8.07, and 9.05 but not so
paid) (the "AVAILABLE FUNDS"), and (b) the amount of funds necessary to make the
distributions required pursuant to Section 9.04(a)(i) through (viii), on the
next Distribution Date. The Servicer shall by a Servicer's Certificate notify
the Trustee of such amounts by telecopy to the Corporate Trust Office at the
number specified in the Agreement (or such other number as the Trustee may from
time to time provide), followed promptly by mailing such notice to the Trustee
at the Corporate Trust Office and the Insurer. The Trustee, or the Servicer on
its behalf, shall (x) on each Distribution Date withdraw from the Yield
Supplement Account the Yield Supplement Amount for such Distribution Date, (y)
on any Distribution Date on which there are not sufficient Available Funds to
make the distributions required pursuant to Section 9.04(a)(i) through (ix),
withdraw from the Spread Account, to the extent of the Available Spread Amount,
an amount equal to such deficiency and (z) promptly deposit such amount in the
Certificate Account. If such deficiency exceeds the Available Spread Amount, the
Trustee shall promptly (and in any event not later than 1:00 p.m., New York City
time, on the Business Day preceding the Distribution Date) deliver a notice for
payment to the Insurer with respect to the Policy (a "Notice of Claim"). The
Insurer is required pursuant to Section 10.03 and the terms of the Policy to pay
the amount of such excess deficiency of Monthly Interest and Monthly Principal,
up to the Policy Amount.

                  (c)      The Trustee shall deposit in the Certificate Account
all amounts received pursuant to Article III of the Agreement and any funds
received by the Trustee in respect of funds drawn under the Policy from the
Insurer.

                  (d)      If the Available Funds for a Distribution Date are
insufficient to pay current and past due Insurance Premiums on the Policy, or
any amounts owing to the Insurer pursuant to the Insurance Agreement including,
without limitation, reimbursements, indemnities, fees and expenses, plus accrued
interest thereon, to the Insurer, the Servicer shall notify the

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Trustee of such deficiency, and the applicable Available Spread Amount, if any,
then on deposit in the Spread Account (after giving effect to any withdrawal to
satisfy a deficiency in Monthly Interest or Monthly Principal) shall be
available to cover such deficiency.

         SECTION 9.03      PURCHASE AMOUNTS. Not later than the fifth day of the
calendar month, the Servicer shall remit to the Certificate Account the
aggregate Purchase Amount for such Collection Period pursuant to Sections 7.02
and 8.07.

         SECTION 9.04      DISTRIBUTIONS TO PARTIES.

                  (a)      On each Distribution Date, the Trustee shall apply or
cause to be applied the Available Funds in the Certificate Account for the prior
Collection Period, plus any amounts withdrawn from the Spread Account,
Pre-Funding Account and the Policy pursuant to Section 9.02, to make the
following distributions in the listed order of priority:

                           (i)      The aggregate amount of Outstanding Advances
         on all Receivables that became Defaulted Receivables during the prior
         Collection Period, to the Servicer;

                           (ii)     To the extent not previously distributed to
         the Servicer, the Monthly Servicing Fee, including any overdue Monthly
         Servicing Fee, to the Servicer;

                           (iii)    Class A Monthly Interest, including any
         overdue Class A Monthly Interest, to the Class A Certificateholders;

                           (iv)     Class B Monthly Interest, including any
         overdue Class B Monthly Interest, to the Class B Certificateholders;

                           (v)      Class A Monthly Principal, including any
         overdue amounts, to the Class A Certificateholders;

                           (vi)     Class B Monthly Principal, including any
         overdue amounts, to the Class B Certificateholders;

                           (vii)    The Insurance Premium, including any overdue
         Insurance Premium, plus accrued interest thereon at the rate provided
         in the Insurance Agreement, the aggregate amount of all unreimbursed
         draws made on the Policy in respect of Monthly Interest and Monthly
         Principal and any other amounts payable to the Insurer under the
         Insurance Agreement, plus accrued interest thereon at the rate provided
         in the Insurance Agreement, to the Insurer;

                           (viii)   The amount of recoveries of Advances, to the
         Servicer (to the extent not applied pursuant to (i) above on or prior
         to such Distribution Date);

                           (ix)     The balance for deposit into the Spread
         Account. The rights of the Class IC Certificateholder to receive
         distributions from the Spread Account are described in Sections
         10.02(e) and (f).

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                  (b)      (i)      Notwithstanding the foregoing, if the
Servicer exercises its option to purchase the remaining corpus of the Trust on
any Distribution Date pursuant to Section 16.02, the following shall apply: (a)
the Available Funds and amounts drawn on the Policy in respect only of Monthly
Interest and Monthly Principal with respect to the immediately preceding
Distribution Date as determined in accordance with Section 9.02 and 9.04 shall
be distributed to Certificateholders on such Distribution Date; (b) the Policy
will not be available to pay any shortfall of Monthly Interest or Monthly
Principal after a disposition of the Receivables pursuant to Section 16.02; and
(c) the Optional Purchase Price and any remaining assets of the Trust shall be
distributed to Certificateholders on such Distribution Date based on their
Adjusted Capital Accounts (as defined in Section 6(c)(iv) of Annex A attached
hereto) in accordance with Section 6(b)(iii) and Section 9 of Annex A attached
hereto.

                           (ii)     In making such distributions the Trustee
         shall be entitled to rely upon (without investigation, confirmation or
         recalculation) all information and calculations contained in the
         Servicer's Certificate delivered to the Trustee pursuant to Section
         8.09 hereof.

                           (iii)    All monthly distributions shall be made by
         check mailed to each Certificateholder or record on the preceding
         Record Date at its address appearing on the Certificate Register,
         except that with respect to Certificates registered in the name of CEDE
         & Co., the nominee registrant for The Depository Trust Company,
         payments will be made in the form of immediately available funds.
         Notwithstanding the foregoing, the final payment on each Certificate
         shall be made only against presentation and surrender of the
         Certificate at the office or agency then maintained by the Trustee in
         accordance with Section 11.07.

                  (c)      On each Distribution Date, the Trustee shall remit to
the Servicer all investment income earned through the last day of the preceding
Collection Period on amounts held from time to time in the Certificate Account.

                  (d)      On each Distribution Date, if the Servicer has
reported to the Trustee in the Servicer's Certificate for any Collection Period
that an Obligor or an Obligor's representative or successor successfully shall
have asserted a claim or defense under bankruptcy law or similar laws for the
protection of creditors generally (including the avoidance of a preferential
transfer under bankruptcy law) that results in a liability of the Trust to such
Obligor for monies previously collected and remitted to the Trustee and not
otherwise netted against collections pursuant to Section 9.02, the Trustee shall
make all payments in respect of such claims or defenses out of the amounts on
deposit in the Certificate Account with respect to such Collection Period before
making the distributions required by paragraph (a) of this Section 9.04.

                  (e)      If the Servicer has failed to provide the Trustee
with the notice required pursuant to Section 9.02, the Trustee may calculate
Monthly Interest and apply funds, if any, in the Certificate Account as of the
last day of the Collection Period, to make a distribution of Monthly Interest to
the Certificateholders.

         SECTION 9.05      ADVANCES (a) As of the last day of the initial
Collection Period, the Servicer shall advance funds equal to the excess, if any,
of Monthly Interest due in respect of the

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initial Collection Period, over the Collected Interest for such Collection
Period; and (b) as of the last day of each Collection Period, the Servicer shall
advance funds in the amount of the Interest Advance Amount (or such other amount
as the Servicer shall reasonably determine to cover an Interest Shortfall) with
respect to each Receivable that is delinquent for more than 30 days, in each
such case, to the extent that the Servicer, in its sole discretion, determines
that the Advance will be recoverable from payments by or on behalf of the
Obligor, the Purchase Amount, or Liquidation Proceeds. With respect to each
Receivable, the Advance paid pursuant to this Section 9.05 shall increase
Outstanding Advances. Outstanding Advances shall be reduced by subsequent
payments by or on behalf of the Obligor, collections of Liquidation Proceeds, or
payments of the Purchase Amount. The Servicer shall remit any Advances with
respect to a Collection Period to the Certificate Account by the related
Determination Date.

         If the Servicer shall determine that an Outstanding Advance with
respect to any Receivable shall not be recoverable, the Servicer shall be
reimbursed from any collections made on other Receivables in the Trust, and
Outstanding Advances with respect to such Receivables shall be reduced
accordingly.

         SECTION 9.06      NET DEPOSITS. For so long as BVAC or an Affiliate is
the Servicer, BVAC (or an Affiliate succeeding BVAC as Servicer with the consent
of the Insurer) (in whatever capacity) may make the remittances with respect to
any Distribution Date pursuant to Section 9.02 above, net of amounts to be
distributed to itself or its delegee under Section 13.06 (also in whatever
capacity) pursuant to Section 9.04, if it determines pursuant to Section 13.02
that there is no deficiency in Available Funds for such Distribution Date.
Nonetheless, the Servicer shall account for all of the above described amounts
as if such amounts were deposited and distributed.

         SECTION 9.07      STATEMENTS TO CERTIFICATEHOLDERS. On each
Distribution Date, the Trustee shall include with each distribution to the
Certificateholders and shall mail to the Rating Agency a statement, based on
information in the Servicer's Certificate furnished to the Trustee by the
Servicer pursuant to Section 8.09, setting forth for the Collection Period
relating to such Distribution Date the following information (which in the case
of items (i), (ii), (iii), (iv) and (x) shall be based on a Certificate in a
principal amount of $1,000):

                           (i)      the amount of the aggregate distribution
         that constitutes Class A Monthly Interest;

                           (ii)     the amount of the aggregate distribution
         that constitutes Class B Monthly Interest;

                           (iii)    the amount of the aggregate distribution
         that constitutes Class A Monthly Principal;

                           (iv)     the amount of the aggregate distribution
         that constitutes Class B Monthly Principal;

                           (v)      the Class A Principal Balance (after giving
         effect to any distribution of Monthly Principal made on such
         Distribution Date) on which Class A Monthly Interest will be calculated
         on the next succeeding Distribution Date;

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                           (vi)     the Class B Principal Balance (after giving
         effect to any distribution of Monthly Principal made on such
         Distribution Date) on which Class A Monthly Interest will be calculated
         on the next succeeding Distribution Date;

                           (vii)    the Class A Certificate Factor;

                           (viii)   the Class B Certificate Factor;

                           (ix)     the remaining Available Spread Amount;

                           (x)      the sum of the Monthly Servicing Fee and the
         Required Spread Amounts;

                           (xi)     for Distribution Dates during the Funding
         Period, the remaining Pre-Funded Amount; and

                           (xii)    for the Distribution Date on which (or
         immediately following the date on which) the Funding Period ends, the
         amount, if any, remaining in the Pre-Funded Account after the purchase
         of all Subsequent Receivables.

         Within the prescribed period of time for tax reporting purposes after
the end of each calendar year during the term of the agreement, the Trustee
shall mail, to each Person who at any time during such calendar year shall have
been a Certificateholder, a statement containing the sum of the amounts
determined in clauses (i), (ii), (iii), (iv), and (x) for such calendar year, as
applicable to such Person, or, in the event such Person shall have been a
Certificateholder during a portion of such calendar year, for the applicable
portion of such year, unless substantially comparable information has been
provided to such Certificateholder, for the purposes of such Certificateholder's
preparation of federal income tax returns. To the extent required by applicable
law, the Servicer shall prepare or cause to be prepared and the Trustee shall
sign the tax returns of the Trust Fund and shall file such returns and such of
the above information with the Internal Revenue Service and furnish such
information to Certificateholders as may be required by such returns.

         SECTION 9.08      YIELD SUPPLEMENT AGREEMENT; YIELD SUPPLEMENT ACCOUNT.
On or before the Closing Date, the Trustee shall establish and maintain a
segregated trust account in the corporate trust department of the Bank or an
Eligible Bank referred to herein as the "YIELD SUPPLEMENT ACCOUNT." The
Depositor shall deposit an amount equal to the Total Yield Supplement Account on
or before the Closing Date. The Yield Supplement Account shall be maintained in
the name of the Trustee as Trustee for the Certificateholders. The Yield
Supplement Account and any amounts on deposit therein shall be part of the Trust
and shall be for the benefit of the Certificateholders and the Servicer, as
their respective interest may appear herein; provided, however, that the
interest of the Servicer shall be subordinated to the interest of the
Certificateholders as provided herein. On each Distribution Date, the Trustee
shall distribute to the Servicer any investment earnings on amounts in the Yield
Supplement Account received by the Trustee prior to such day and withdraw and
apply the Yield Supplement Amount as provided in Section 9.02. Upon the
termination of the Trust, the Trustee shall distribute any amounts remaining in
the Yield Supplement Account to the Servicer. Funds on deposit in the Yield
Supplement Account shall be invested in Eligible Investments in the same manner
and

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<PAGE>

subject to the same requirements and limitations as the investment of funds
in the Certificate Account pursuant to Section 9.01, including the limitation
that Eligible Investments mature not later than the Business Day prior to the
next succeeding Distribution Date; provided, however, that such limitation shall
apply only with respect to Eligible Investments in an amount equal to the Yield
Supplemental Amount for such Distribution Date. For purposes of determining the
availability of funds or the balance in the Yield Supplement Account for any
reason, investment earnings on such funds shall not be deemed to be available or
on deposit in the Yield Supplement Account.

         SECTION 9.09      PAYAHEAD ACCOUNT. The Servicer shall establish the
Payahead Account in the name of the Trustee on behalf of the Obligors. The
Payahead Account shall be a segregated interest bearing trust account
established with the Trustee or an Eligible Bank. Amounts in the Payahead
Account shall be invested in Eligible Investments that mature not later than the
Distribution Date next succeeding such investment. The Payahead Account is not
property of the Trust. Investment income or interest earned on the Payahead
Account shall be remitted to the Servicer at least monthly, or as frequently as
the Servicer may reasonably request. On or prior to each Distribution Date, the
Servicer shall transfer or the Trustee (as instructed in the Servicer's
Certificate) shall transfer (a) from the Collection Account to the Payahead
Account, in immediately available funds, all Payaheads received by the Servicer
and previously deposited into the Certificate Account during the Collection
Period as described in Section 9.02; and (b) from the Payahead Account to the
Collection Account, in immediately available funds, the aggregate amount of
previously deposited Payaheads to be applied to Scheduled Payments on
Precomputed Receivables for the related Collection Period or prepayments for the
related Collection Period, pursuant to Section 8.02(b), each in the amounts set
forth in the Servicer's Certificate delivered on the related Determination Date.
A single, net transfer between the Payahead Account and the Collection Account
may be made. Any amount deposited in the Payahead Account shall not constitute
Available Funds under Section 9.02. Any amount deposited to the Certificate
Account from the Payahead Account pursuant to Section 9.09(b) shall be included
in Available Funds under Section 9.02.

         SECTION 9.10      PRE-FUNDING ACCOUNT

         (a)      On or before the Closing Date, the Trustee shall establish and
maintain a segregated trust account in the corporate trust department of an
Eligible Bank referred to herein as the "PRE-FUNDING ACCOUNT." The Depositor
shall deposit an amount equal to the Initial Pre-Funded Amount into the
Pre-Funding Account on or before the Closing Date. The Pre-Funding Account shall
be maintained in the name of the Trustee as trustee for the Certificateholders.
Funds on deposit in the Pre-Funding Account shall be invested in Eligible
Investments in the same manner and subject to the same limitation as the
investment of funds in the Certificate Account pursuant to Section 9.01,
including the limitation that Eligible Investments mature not later than the
Business Day prior to the next succeeding Distribution Date; provided, however,
that such limitation shall apply only with respect to Eligible Investments in an
amount equal to the amount required to be distributed from such Pre-Funding
Account on such Distribution Date. The Pre-Funding Account and any amounts on
deposit therein shall be part of the Trust and shall be for the benefit of the
Certificateholders and the Servicer, as their respective interests may appear
herein; provided, however, that the interest of the Servicer shall be
subordinated to the interests of the Certificateholders as provided herein.

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         (b)      On the Closing Date, the Sellers will deposit the Initial
Pre-Funded Amount in the Pre-Funding Account. On each Subsequent Transfer Date,
the Servicer shall instruct the Trustee to withdraw from the Pre-Funding Account
an amount equal to the Principal Balance of the Subsequent Receivables
transferred to the Trust on such Subsequent Transfer Date and to distribute such
amount to or upon the order of the Depositors upon satisfaction of the
conditions set forth in this Agreement with respect to such transfer.

         (c)      If (i) 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 (ii) the Pre-Funded Amount has been
reduced to $100,000 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 Servicer shall
instruct the Trustee to withdraw any remaining amounts from the Pre-Funding
Account and to deposit such amounts to the Certificate Account for distribution
as principal of the Receivables on such Distribution Date.

                                   ARTICLE X

                               CREDIT ENHANCEMENT

         SECTION 10.01     SUBORDINATION. The rights of the Class B
Certificateholders to receive distributions in respect to the Class B
Certificates on any Distribution Date shall be subordinated to the rights of the
Class A Certificateholders to receive distributions in respect of the Class A
Certificates to the extent described in Section 9.04.

         SECTION 10.02     SPREAD ACCOUNT.

                  (a)      On or prior to the Closing Date, the Trustee shall
establish and maintain a segregated trust account in the corporate trust
department of an Eligible Bank, referred to herein as the "SPREAD ACCOUNT." The
Spread Account shall be maintained in the name of the Trustee as trustee for the
Certificateholders. The Spread Account and any amounts on deposit therein shall
be part of the Trust and shall be for the benefit of the Certificateholders and
the Insurer, as their respective interests may appear herein; provided, however,
that the interest of Insurer and the Class IC Certificateholder shall be
subordinated to the interests of the Class A Certificateholders and the Class B
Certificateholders as provided herein and provided further, that the interests
of the Class B Certificateholders shall be subordinated to the interests of the
Class A Certificateholders.

                  (b)      Funds on deposit in the Spread Account shall be
invested in Eligible Investments in the same manner and subject to the same
requirements and limitations as the investment of funds in the Certificate
Account pursuant to Section 9.01, including the limitation that Eligible
Investments mature not later than the Business Day prior to the next succeeding
Distribution Date; provided, however, no such limitation on the maturity of
Eligible Investments shall apply if the Trust obtains the benefit of a liquidity
facility or similar arrangement with respect to funds in the Spread Account (a
"SPREAD ACCOUNT FACILITY") and Standard & Poor's and Moody's confirm in writing
that the rating of the Certificates will not be lowered or

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<PAGE>

withdrawn as a result of eliminating or modifying the limitation on the maturity
of Permitted Investments in respect of the Spread Account. For purposes of
determining the availability of funds or the balance in the Spread Account for
any reason under this Agreement, investment earnings on such funds shall be
deemed to be available or on deposit only to the extent that the aggregate of
such amounts, plus the funds on deposit in the Spread Account, do not exceed the
Required Spread Amount.

                  (c)      If on any Distribution Date the amount of Available
Funds is insufficient to make the distributions required by Section 9.04(a)(i)
through (viii), the Trustee shall withdraw or cause to be withdrawn from the
Spread Account and deposited in the Certificate Account the lesser of (i) the
entire Available Spread Amount and (ii) the amount necessary to make up such
deficiency.

                  (d)      On each Distribution Date, all distributions made
pursuant to Section 9.04(a)(ix) shall be deposited into the Spread Account.

                  (e)      If the amount on deposit in the Spread Account, after
giving effect to the distributions set forth in Section 9.04 (including, without
limitation, payment of amounts due and owing to the Insurer) is greater than the
sum of the Required Spread Amount and the amount of Outstanding Advances on such
Distribution Date, the amount of such excess shall be distributed first to pay
any Outstanding Advances, and then to the Class IC Certificateholder. Amounts
properly distributed to the Class IC Certificateholder pursuant to this Section,
either directly without deposit in the Spread Account or from excess amounts in
the Spread Account shall be deemed released from the Trust and from any security
interest of the Trustee or the Insurer.

                  (f)      Upon the termination of this Agreement, amounts
remaining in the Spread Account, after payment of any amounts due and owing to
the Class A Certificates and Class B Certificates and to the Insurer, shall be
distributed to the Class IC Certificateholder and such amounts shall not be
subject to any claims or rights of the other Certificateholders.

         SECTION 10.03     POLICY.

         (a)      The Insurer is required under the terms of the Policy to pay
Monthly Interest and Monthly Principal on any Payment Date up to the Policy
Amount in the event of any deficiency of Available Funds to pay such amounts
(after permitted reimbursements of related Outstanding Advances and payment of
the related Monthly Servicing Fee) not covered by amounts withdrawn from the
Spread Account, as determined pursuant to Section 9.02 (the amount of such
shortfall being hereinafter referred to as the "Policy Claim Amount") to the
Trustee for credit to the Certificate Account on the later of (a) 12:00 noon,
New York City time, on the applicable Distribution Date and (b) 12:00 noon, New
York City time, on the Business Day immediately succeeding presentation to the
Insurer of the Trustee's demand therefor. Any demand for payment pursuant to
Section 9.02 to the Insurer received by the Insurer on a Business Day after 1:00
p.m., New York City time, or on any day that is not a Business Day, will be
deemed to be received by the Trustee at 9:00 a.m., New York City time, on the
next Business Day. The Trustee hereby agrees on behalf of the Certificateholders
(and each Certificateholder, by its acceptance of its Certificate, hereby
agrees) for the benefit of the Insurer that the Trustee shall recognize that to
the extent the Insurer makes a payment under the Policy, either directly or

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indirectly (as by paying through the Trustee), to the Certificateholders, the
Insurer will be entitled to be subrogated to the rights of the
Certificateholders to the extent of such payments under the Policy. Any rights
of subrogation acquired by the Insurer as a result of any payment made under the
Policy shall, in all respects, be subordinate and junior in right of payment to
the prior indefeasible payment in full of all amounts due the Trustee on account
of payments due under the Certificates pursuant to Section 9.04 hereof.

         (b)      The Trustee shall (i) receive as attorney-in-fact of each
Certificateholder any Policy Claim Amount from the Insurer and (ii) deposit the
same in the Certificate Account for distribution to the Certificateholders
solely in accordance with the terms of the Policy. Any and all Policy Amounts
disbursed by the Trustee from claims made under the Policy shall not be
considered payment by the Trust or from the Spread Account with respect to such
Certificates, and shall not discharge the obligations of the Trust with respect
thereto. The Insurer shall, to the extent it makes any payment with respect to
the Certificates, become subrogated to the rights of the recipients of such
payments to the extent of such payments. Subject to and conditioned upon any
payment with respect to the Certificates by or on behalf of the Insurer, each
Certificateholder shall be deemed without further action, to have directed the
Trustee to assign to the Insurer all rights to the payment of interest or
principal with respect to the Certificates which are then due for payment to the
extent of all payments made by the Insurer, and the Insurer may exercise any
option, vote, right, power or the like with respect to the Certificates to the
extent that it has made payment pursuant to the Policy. Notwithstanding the
foregoing, the order of priority of payments to be made pursuant to Section 9.04
(a) shall not be modified by this Section 10.03.

         (c)      The Trustee shall keep a complete and accurate record of all
funds received by it from the Insurer, amounts deposited by the Trustee into the
Certificate Account and the allocation of such funds to payment of interest on
and principal paid in respect of any Certificate. The Insurer shall have the
right to inspect such records at reasonable times upon one Business Day's prior
notice to the Trustee.

         (d)      The Trustee shall be entitled, but not obligated, to enforce
on behalf of the Certificateholders the obligations of the Insurer under the
Policy. Notwithstanding any other provision of this Agreement, the
Certificateholders are not entitled to institute proceedings directly against
the Insurer.

         (e)      In the event that the Trustee has received a certified copy of
an order of the appropriate court that any Scheduled Payment (as defined in the
Policy) paid on a Certificate has been avoided in whole or in part as a
preference payment under applicable bankruptcy law, the Trustee shall so notify
the Insurer, shall comply with the provisions of the Policy to obtain payment by
the Insurer of such avoided payment, and shall, at the time it provides notice
to the Insurer, notify Holders of the Certificate by mail that, in the event
that any Certificateholder's payment is so recoverable, such Certificateholder
will be entitled to payment pursuant to the terms of the Policy. The Indenture
Trustee shall furnish to the Insurer its records evidencing the payments of
principal and interest on Certificates, if any, which have been made by the
Trustee and subsequently recovered from Certificateholders, and the dates on
which such payments were made. Pursuant to the terms of the Policy, the Insurer
will make such payment on behalf of the Certificateholder to the receiver,
conservator, debtor-in-possession or trustee in bankruptcy named in the Order
(as defined in the Policy) and not to the Trustee or any Certificateholder

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<PAGE>

directly (unless a Certificateholder has previously paid such payment to the
receiver, conservator, debtor-in-possession or trustee in bankruptcy, in which
case the Insurer will make such payment to the Trustee for distribution in
accordance with the instructions to be provided by the Insurer, to such
Certificateholder upon proof of such payment reasonably satisfactory to the
Insurer).

         (f)      Each Notice of Claim shall provide that the Trustee, on its
behalf and on behalf of the Certificateholders, thereby appoints the Insurer as
agent and attorney-in-fact for the Trustee and each Certificateholder in any
legal proceeding with respect to the Certificates. The Trustee shall promptly
notify the Insurer of any proceeding or the Institution of any action (of which
a Responsible Officer of the Trustee has actual knowledge) seeking the avoidance
as a preferential transfer under applicable bankruptcy, insolvency,
receivership, rehabilitation or similar law (a "Preference Amount") of any
distribution made with respect to the Certificates. Each Holder, by its purchase
of Certificates, and the Trustee hereby agree that the Insurer may at any time
during the continuation of any proceeding relating to a Preference Amount direct
all matters relating to such Preference Amount, including, without limitation,
(i) the direction of any appeal of any order relating to any Preference Amount
and (ii) the posting of any surety, supersedeas or performance bond pending any
such appeal at the expense of the Insurer, but subject to reimbursement as
provided in the Insurance Agreement. In addition, and without limitation of the
foregoing, as set forth in Section 10.03(a) and (b), the Insurer shall be
subrogated to, and each Certificateholder and the Trustee hereby delegate and
assign, to the fullest extent permitted by law, the rights of the Trustee and
each Certificateholder in the conduct of any proceeding with respect to a
Preference Amount, including, without limitation, all rights of any party to an
adversary proceeding action with respect to any court order issued in connection
with any such Preference Amount. Any right of the Insurer to receive payments in
respect of the subrogation resulting from payments made pursuant to the Policy
shall be subject in every case to (i) the priority of payment set forth in
Section 9.04(a) and (ii) the prior payment in full to Certificateholders of all
payments by the Policy that are then due.

         (g)      The Trustee shall surrender the Policy to the Insurer for
cancellation upon its expiration in accordance with the terms thereof and
payment of all amounts due thereunder.

                                   ARTICLE XI

                                THE CERTIFICATES

         SECTION 11.01     THE CERTIFICATES. The Certificates shall be issued in
denominations of $1,000 and integral multiples thereof; provided, however, that
one of each Class A Certificate and Class B Certificate may be issued in a
denomination that represents any residual amount and that such Certificate shall
be retained by the Depositor. The Class IC Certificate shall be issued in the
form of one or more Certificates and shall initially be issued to the Depositor.
The Certificates shall be executed on behalf of the Trust by manual or facsimile
signature of a Responsible Officer of the Trustee. Certificates bearing the
manual or facsimile signatures of individuals who were, at the time when such
signatures shall have been affixed, authorized to sign on behalf of the Trust,
shall be valid and binding obligations of the Trust, notwithstanding that such
individuals or any of them shall have ceased to be so authorized prior to the

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authentication and deliver of such Certificates or did not hold such offices at
the date of such Certificates.

         SECTION 11.02     AUTHENTICATION OF CERTIFICATES. The Trustee shall
cause the Certificates to be executed on behalf of the Trust, authenticated, and
delivered to or upon the written order of the Depositor, signed by its chairman
of the board, its president, or any vice president, without further corporate
action by the Depositor, in authorized denominations, pursuant to the Agreement.
No Certificate shall entitle its holder to any benefit under the Agreement, or
shall be valid for any purpose, unless there shall appear on such Certificate a
certificate of authentication, substantially as set forth in the forms of
Certificate attached as Exhibits to the Agreement, executed by a Responsible
Officer of the Trustee by manual signature; such authentication shall constitute
conclusive evidence that such Certificate shall have been duly authenticated and
delivered hereunder. All Certificates shall be dated the date of their
authentication.

         SECTION 11.03     REGISTRATION OF TRANSFER AND EXCHANGE OF
CERTIFICATES. The Certificate Registrar shall keep or cause to be kept, at the
office or agency maintained pursuant to Section 11.07, a Certificate Register in
which, subject to such reasonable regulations as it may prescribe, the Trustee
shall provide for the registration of Certificates and of transfers and
exchanges of Certificates as herein provided. The Trustee shall be the initial
Certificate Registrar.

         Upon surrender for registration of transfer of any Certificate at the
Corporate Trust Office, the Trustee shall execute, authenticate, and deliver, in
the name of the designated transferee or transferees, one or more new
Certificates in authorized denominations of a like aggregate amount dated the
date of authentication by the Trustee, provided, however, that registration of
transfer of the Class IC Certificate may not be effected unless the Trustee
receives an Opinion of Counsel, reasonably satisfactory to it, to the effect
that such transfer may be made in reliance upon an exemption from the
registration requirements of the Securities Act of 1933, as amended. At the
option of a Holder, Certificates may be exchanged for other Certificates of
authorized denominations of a like aggregate amount upon surrender of the
Certificates to be exchanged at the Corporate Trust Office.

         Every Certificate presented or surrendered for registration of transfer
or exchange shall be accompanied by a written instrument of transfer in form
satisfactory to the Trustee and the Certificate Registrar duly executed by the
Holder or his attorney duly authorized in writing. Each Certificate surrendered
for registration of transfer and exchange shall be cancelled and subsequently
destroyed by the Trustee.

         No service charge shall be made for any registration of transfer or
exchange of Certificates, but the Trustee may require payment of a sum
sufficient to cover any tax or governmental charge that may be imposed in
connection with any transfer or exchange of Certificates.

         SECTION 11.04     MUTILATED, DESTROYED, LOST, OR STOLEN CERTIFICATES.
If (a) any mutilated Certificate shall be surrendered to the Certificate
Registrar, or if the Certificate Registrar shall receive evidence to its
satisfaction of the destruction, loss, or theft of any Certificate and (b) there
shall be delivered to the Certificate Registrar or the Trustee such security or
indemnity as

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<PAGE>

may be required by them to save each of them harmless, then in the absence of
notice that such Certificate shall have been acquired by a bona fide purchaser,
the Trustee on behalf of the Trust shall execute and the Trustee shall
authenticate and deliver, in exchange for or in lieu of any such mutilated,
destroyed, lost, or stolen Certificate, a new Certificate of like tenor and
denomination. In connection with the issuance of any new Certificate under this
Section 11.04, the Trustee and the Certificate Registrar may require the payment
of a sum sufficient to cover any tax or other governmental charge that may be
imposed in connection therewith. Any duplicate Certificate issued pursuant to
this Section 11.04 shall constitute conclusive evidence of ownership in the
Trust, as if originally issued, whether or not the lost, stolen, or destroyed
Certificate shall be found at any time.

         SECTION 11.05     PERSONS DEEMED OWNERS. Prior to registration of
transfer, the Trustee or the Certificate Registrar may treat the Person in whose
name any Certificate shall be registered as the owner of such Certificate for
the purpose of receiving distributions pursuant to Section 9.04 and for all
other purposes whatsoever, and neither the Trustee nor the Certificate Registrar
shall be bound by any notice to the contrary.

         SECTION 11.06     ACCESS TO AGREEMENT AND LIST OF CERTIFICATEHOLDERS'
NAMES AND ADDRESSES. The Trustee shall furnish or cause to be furnished to the
Servicer, within 15 days after receipt by the Trustee of a request therefor from
the Servicer in writing, a list of the names and addresses of the
Certificateholders as of the most recent Record Date. If three or more
Certificateholders, or one or more Holders of Certificates aggregating not less
than 25% of the Certificate Principal Balance, apply in writing to the Trustee,
and such application states that the applicants desire to communicate with other
Certificateholders with respect to their rights under the Agreement or under the
Certificates and such application shall be accompanied by a copy of the
communication that such applicants propose to transmit, then the Trustee shall,
within five Business Days after the receipt of such applications, afford such
applicants access during normal business hours to the current list of
Certificateholders. The Trustee shall also allow any Certificateholder, upon
request, to examine a copy of this Agreement at its Corporate Trust Office
during regular business hours. Each Holder, by receiving and holding a
Certificate, shall be deemed to have agreed to hold neither the Servicer nor the
Trustee accountable by reason of the disclosure of its name and address,
regardless of the source from which such information was derived.

         SECTION 11.07     MAINTENANCE OF OFFICE OR AGENCY. The Trustee shall
maintain in the Borough of Manhattan, The City of New York, an office or offices
or agency or agencies where Certificates may be surrendered for registration of
transfer or exchange and where notices and demands to or upon the Trustee in
respect of the Certificates and this Agreement may be served. The Trustee
initially designates the Corporate Trust Office as specified in this Agreement
as its office for such purposes. The Trustee shall give prompt written notice to
the Servicer and to Certificateholders of any change in the location of the
Certificate Register or any such office or agency.

         SECTION 11.08     BOOK-ENTRY CERTIFICATES. The Certificates, upon
original issuance, shall be issued in the form of one or more typewritten
Certificates representing the Book-Entry Certificates, to be delivered to The
Depository Trust Company, the initial Clearing Agency, by, or on behalf of, the
Depositor. The Certificates shall initially be registered on the Certificate

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<PAGE>

Register in the name of CEDE & Co., the nominee of the Clearing Agency, and no
Certificate Owner will receive a definitive Certificate representing such
Certificate interest in the Certificates, except as provided in Section 11.10.
Unless and until definitive, fully registered Certificates ("DEFINITIVE
CERTIFICATES") have been issued to Certificate Owners pursuant to Section 11.10:

                           (i)      the provisions of this Section 11.08 shall
         be in full force and effect;

                           (ii)     the Depositor, the Servicer and the Trustee
         may deal with the Clearing Agency and the Clearing Agency Participants
         for all purposes (including the making of distributions on the
         Certificates) as the authorized representatives of the Certificate
         Owners (requests and directions from, and votes of, such
         representatives shall not be considered inconsistent if they are made
         with respect to different Certificate Owners);

                           (iii)    to the extent that the provisions of this
         Section 11.08 conflict with any other provisions of this Agreement, the
         provisions of this Section 11.08 shall control; and

                           (iv)     The rights of Certificate Owners shall be
         exercised only through the Clearing Agency and the Clearing Agency
         Participants and shall be limited to those established by law and
         agreements between such Certificate Owners and the Clearing Agency
         and/or the Clearing Agency Participants. Pursuant to the Depository
         Agreement, unless and until Definitive Certificates are issued pursuant
         to Section 11.10, the initial Clearing Agency will make book-entry
         transfers among the Clearing Agency Participants and receive and
         transmit distributions of principal and interest on the Certificates to
         such Clearing Agency Participants.

         SECTION 11.09     NOTICES TO CLEARING AGENCY. Whenever notice or other
communication to the Certificateholders is required under this Agreement, unless
and until Definitive Certificates shall have been issued to Certificate Owners
pursuant to Section 11.10, the Trustee shall give all such notices and
communications specified herein to be given to Certificateholders to the
Clearing Agency.

         SECTION 11.10     DEFINITIVE CERTIFICATES. The Class IC Certificate
will be issued initially in fully registered, certificated form. If (i)(A) the
Depositor advises the Trustee in writing that the Clearing Agency is no longer
willing or able to properly discharge its responsibilities under the Depository
Agreement, and (B) the Trustee or the Depositor is unable to locate a qualified
successor, (ii) the Depositor, at its option, advises the Trustee in writing
that it elects to terminate the book-entry system through the Clearing Agency or
(iii) after the occurrence of an Event of Default, Certificate Owners
representing beneficial interests aggregating not less than 50% of the
Certificate Principal Balance advise the Trustee and the Clearing Agency in
writing that the continuation of a book-entry system through the Clearing Agency
is no longer in the best interests of the Certificate Owners, the Trustee shall
notify the Clearing Agency of the occurrence of any such event and of the
availability of Definitive Certificates to Certificate Owners requesting the
same. Upon surrender to the Trustee of the Certificates by the Clearing Agency,
accompanied by registration instructions from the Clearing Agency for
registration, the

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<PAGE>

Trustee shall issue the Definitive Certificates. Neither the Depositor nor the
Trustee shall be liable for any delay in delivery of such instructions and may
conclusively rely on, and shall be protected in relying on, such instructions.
Upon the issuance of Definitive Certificates all references herein to
obligations imposed on or to be performed by the Clearing Agency shall be deemed
to be imposed upon and performed by the Trustee, to the extent applicable with
respect to such Definitive Certificates and the Trustee shall recognize the
Holders of the Definitive Certificates as Certificateholders hereunder.

         SECTION 11.11     THE TAX PARTNERSHIP AGREEMENT Each of the Class A
Certificateholders, Class B Certificateholders and the Class IC
Certificateholder agrees to be bound by the terms of the Tax Partnership
Agreement attached hereto as Annex A.

                                   ARTICLE XII

                                  THE DEPOSITOR

         SECTION 12.01     REPRESENTATIONS OF DEPOSITOR. The Depositor makes the
following representations on which the Trustee relies in accepting the
Receivables in trust and executing and authenticating the Certificates. The
representations speak as of the execution and delivery of the Agreement and
shall survive the sale of the Receivables to the Trust.

                           (i)      Organization and Good Standing. The
         Depositor shall have been duly organized and shall be validly existing
         as a corporation in good standing under the laws of the State of
         Delaware, with power and authority to own its properties and to conduct
         its business as such properties shall be currently owned and such
         business is presently conducted, and had at all relevant times, and
         shall have, power, authority, and legal right to acquire and own the
         Receivables.

                           (ii)     Due Qualification. The Depositor shall be
         duly qualified to do business as a foreign corporation in good
         standing, and shall have obtained all necessary licenses and approvals
         in all jurisdictions in which the ownership or lease of property or the
         conduct of its business shall require such qualifications, except when
         the failure to so qualify would not materially and adversely affect the
         performance by the Depositor of its obligations under, or the validity
         or enforceability of, this Agreement or the Certificates.

                           (iii)    Power and Authority. The Depositor shall
         have the power and authority to execute and deliver this Agreement and
         to carry out its terms, the Depositor shall have full power and
         authority to sell and assign the property to be sold and assigned to
         and deposited with the Trustee as part of the Trust and shall have duly
         authorized such sale and assignment to the Trustee by all necessary
         corporate action; and the execution, delivery, and performance of this
         Agreement shall have been duly authorized by the Depositor by all
         necessary corporate action.

                           (iv)     Valid Sale; Binding Obligations. This
         Agreement shall evidence a valid sale, transfer, and assignment of the
         Receivables, enforceable against creditors of and purchasers from the
         Depositor; and shall evidence a legal, valid, and binding obligation of
         the Depositor enforceable in accordance with its terms, except as

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<PAGE>

         enforceability may be limited by bankruptcy, insolvency, reorganization
         or other similar laws affecting the enforcement of creditors' rights in
         general and by general principles of equity, regardless of whether such
         enforceability shall be considered in a proceeding in equity or at law.

                           (v)      No Violation. The consummation of the s
         contemplated by this Agreement and the fulfillment of the terms hereof
         shall not conflict with, result in any breach of any of the terms and
         provisions of, nor constitute (with or without notice or lapse of time)
         a default under, the certificate of incorporation or by-laws of the
         Depositor, or any indenture, agreement, or other instrument to which
         the Depositor is a party or by which it shall be bound; nor result in
         the creation or imposition of any Lien upon any of its properties
         pursuant to the terms of any such indenture, agreement, or other
         instrument (other than this Agreement); nor violate any law or, to the
         best of the Depositor's knowledge, any order, rule, or regulation
         applicable to the Depositor of any court or of any federal or State
         regulatory body, administrative agency, or other governmental
         instrumentality having jurisdiction over the Depositor or its
         properties.

                           (vi)     No Proceedings. There are no proceedings or
         investigations pending, or, to the Depositor's best knowledge,
         threatened, before any court, regulatory body, administrative agency,
         or other governmental instrumentality having jurisdiction over the
         Depositor or its properties: (A) asserting the invalidity of this
         Agreement or the Certificates, (B) seeking to prevent the issuance of
         the Certificates or the consummation of any of the s contemplated by
         this Agreement, (C) seeking any determination or ruling that might
         materially and adversely affect the performance by the Depositor of its
         obligations under, or the validity or enforceability of, this Agreement
         or the Certificates, or (D) which might adversely affect the federal
         income tax attributes of the Certificates.

                           (vii)    Original Number of Scheduled Payments. Each
         Initial Receivable shall have not less than 12 nor greater than _____
         monthly payments scheduled at origination;

                           (viii)   Remaining Maturity of Receivables. Each
         Initial Receivable shall have a remaining maturity of not more than
         _____ months.

                           (ix)     Minimum Note Rate. Each Initial Receivable
         shall have a contract rate of interest (exclusive of prepaid finance
         charges) equal to or greater than _____% (which, as supplemented by
         amounts available from the Yield Supplement Account, is equal to or
         greater than the sum of the weighted average of the Class A
         Pass-Through Rate and the Class B Pass-Through Rate and the Servicing
         Rate) and less than or equal to _____%;

                           (x)      Weighted Average Maturity. The Initial
         Receivables shall have a scheduled weighted average maturity of not
         more than _____ months.

                           (xi)     Scheduled Payments. Each Initial Receivable
         shall be not more than 30 days overdue as of the Cutoff Date;

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<PAGE>

                           (xii)    Interest Method. Each Receivable shall be
         Simple Interest Receivable or shall be a Precomputed Receivable;

                           (xiii)   State of Origination. Each Receivable shall
         have been originated in the States of [Arizona, California, Colorado,
         Illinois, New Mexico, Nevada, Oregon or Texas];

                           (xiv)    Latest First Payment Date. No Initial
         Receivable shall have had a first payment due after __________;

                           (xv)     Location of Receivable Files. The Receivable
         Files shall be kept at one or more of the locations listed in Schedule
         B hereto;

                           (xvi)    Composition of Initial Receivables. Each and
         every Initial Receivable listed on Schedule A hereto shall arise from
         loans originated only on automobiles, light-duty trucks, motorcycles,
         recreational vehicles, sport utility vehicles, vans or van conversions,
         at least _____% of which (securing at least _____% of the Receivables
         by principal balance) are new vehicles;

                           (xvii)   Marking Records. By the Closing Date, the
         Depositor will have caused the portions of the electronic ledger or
         similar computer records relating to the Initial Receivables conveyed
         by it to the Trust hereunder to be clearly and unambiguously marked to
         show that such Initial Receivables constitute part of the Trust in
         accordance with the terms of the Trust created hereunder; and

                           (xviii)  Precomputed Receivables. Each Precomputed
         Receivable, in the event of prepayment, provides for a prepayment
         amount that fully pays the Principal Balance of such Receivables and
         includes a full month's interest, in the month of prepayment, at the
         Note Rate.

         SECTION 12.02     MERGER OR CONSOLIDATION OF, OR ASSUMPTION OF THE
OBLIGATIONS OF DEPOSITOR. Any Person (a) into which the Depositor may be merged
or consolidated, (b) which may result from any merger or consolidation to which
the Depositor shall be a party, or (c) which may succeed to all or substantially
all of the properties and assets of the Depositor's business, which Person in
any of the foregoing cases executes an agreement of assumption to perform every
obligation of the Depositor under the Agreement, shall be the successor to the
Depositor hereunder without the execution or filing of any document or any
further act by any of the parties to the Agreement; provided, however, that (i)
immediately after giving effect to such , no representation or warranty made
pursuant to Section 7.01 shall have been breached and no Event of Default, and
no event that, after notice or lapse of time, or both, would become an Event of
Default shall have happened and be continuing, (ii) the Depositor shall have
delivered to the Trustee an Officers' Certificate and an Opinion of Counsel each
stating that such consolidation, merger, or succession and such agreement of
assumption comply with this Section 12.02 and that all conditions precedent, if
any, provided for in the Agreement relating to such have been complied with and
(iii) the Depositor shall have delivered an Opinion of Counsel either (A)
stating that, in the opinion of such counsel, all financing statements and
continuation statements and amendments thereto have been executed and filed that
are necessary fully to preserve and

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<PAGE>

protect the interest of the Trustee in the Receivables, and reciting the details
of such filings, or (B) stating that, in the opinion of such Counsel, no such
action shall be necessary to preserve and protect such interest. Notwithstanding
the foregoing, the Depositor shall not engage in any merger or consolidation
with any Person, or a disposition of all or substantially all of its assets
without the prior written consent of the Insurer, not to be unreasonably
withheld and without notifying the Rating Agency of the proposed merger or
consolidation.

         SECTION 12.03     LIMITATION ON LIABILITY OF DEPOSITOR AND OTHERS. The
Depositor and any director or officer or employee or agent of the Depositor may
rely in good faith on the advice of counsel or on any document of any kind,
prima facie properly executed and submitted by any Person respecting any matters
arising hereunder. The Depositor shall not be under any obligation to appear in,
prosecute, or defend any legal action that shall not be incidental to its
obligations under the Agreement, and that in its opinion may involve it in any
expense or liability.

         SECTION 12.04     DEPOSITOR MAY OWN CERTIFICATES. The Depositor and any
Person controlling, controlled by, or under common control with the Depositor
may in its individual or any other capacity become the owner or pledgee of
Certificates with the same rights as it would have if it were not the Depositor
or an affiliate thereof, except as otherwise provided in the definition of
"CERTIFICATEHOLDER," "CLASS A CERTIFICATEHOLDER," "CLASS B CERTIFICATEHOLDER"
and "CLASS IC CERTIFICATEHOLDER." Certificates so owned by or pledged to the
Depositor or such controlling or commonly controlled Person shall have an equal
and proportionate benefit under the provisions of the Agreement, without
preference, priority, or distinction as among all of the Certificates.

                                  ARTICLE XIII

                                  THE SERVICER

         SECTION 13.01     REPRESENTATIONS OF THE SERVICER. The Servicer makes
the following representations on which the Trustee relies in accepting the
Receivables in trust and executing and authenticating the Certificates. The
representations speak as of the execution and delivery of this Agreement and
shall survive the sale of the Receivables to the Trust.

                           (i)      Organization and Good Standing. The Servicer
         shall have been duly organized and shall be validly existing as a
         corporation under the laws of the State of Nevada, with power and
         authority to own its properties and to conduct its business as such
         properties shall be currently owned and such business is presently
         conducted, and had at all relevant times, and shall have, power,
         authority, and legal right to acquire, own, sell, and service the
         Receivables and to hold the Receivable Files as custodian on behalf of
         the Trustee.

                           (ii)     Due Qualification. The Servicer shall be
         duly qualified to do business as a foreign corporation in good
         standing, and shall have obtained all necessary licenses and approvals
         in all jurisdictions in which the ownership or lease of property or the
         conduct of its business (including the servicing of the Receivables as
         required by this

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<PAGE>

         Agreement) shall require such qualifications, except when the failure
         to so qualify would not materially and adversely affect the performance
         by the Servicer of its obligations under, or the validity or
         enforceability of, this Agreement or the Certificates.

                           (iii)    Power and Authority. The Servicer shall have
         the power and authority to execute and deliver this Agreement and to
         carry out its terms; and the execution, delivery, and performance of
         this Agreement shall have been duly authorized by the Servicer by all
         necessary corporate action.

                           (iv)     Binding Obligations. This Agreement shall
         constitute a legal, valid, and binding obligation of the Servicer
         enforceable in accordance with its terms, except as enforceability may
         be limited by bankruptcy, insolvency, reorganization, or other similar
         laws affecting the enforcement of creditors' rights in general and by
         general principles of equity, regardless of whether such enforceability
         shall be considered in a proceeding in equity or at law.

                           (v)      No Violation. The consummation of the s
         contemplated by this Agreement and the fulfillment of the terms hereof
         shall not conflict with, result in any breach of any of the terms and
         provisions of, nor constitute (with or without notice or lapse of time)
         a default under, the articles of incorporation or by-laws of the
         Servicer, or any indenture, agreement, or other instrument to which the
         Servicer is a party or by which it shall be bound; nor result in the
         creation or imposition of any Lien upon any of its properties pursuant
         to the terms of any such indenture, agreement, or other instrument
         (other than this Agreement); nor violate any law or, to the best of the
         Servicer's knowledge, any order, rule, or regulation applicable to the
         Servicer of any court or of any federal or State regulatory body,
         administrative agency, or other governmental instrumentality having
         jurisdiction over the Servicer or its properties.

                           (vi)     No Proceedings. There are no proceedings or
         investigations pending, or, to the Servicer's knowledge, threatened,
         before any court, regulatory body, administrative agency, or other
         governmental instrumentality having jurisdiction over the Servicer or
         its properties: (A) asserting the invalidity of this Agreement or the
         Certificates, (B) seeking to prevent the issuance of the Certificates
         or the consummation of any of the s contemplated by this Agreement, (C)
         seeking any determination or ruling that might materially and adversely
         affect the performance by the Servicer of its obligations under, or the
         validity or enforceability of, this Agreement or the Certificates, or
         (D) which might adversely affect the federal income tax attributes of
         the Certificates.

         SECTION 13.02     INDEMNITIES OF SERVICER. The Servicer shall be liable
in accordance herewith only to the extent of the obligations specifically
undertaken by the Servicer under this Agreement.

                           (i)      The Servicer shall indemnify, defend, and
         hold harmless the Trustee, its officers, directors, employees and
         agents, the Trust and the Certificateholders from and against any and
         all costs, expenses, losses, damages, claims, and liabilities, arising
         out of or resulting from the use, ownership, or operation by the
         Servicer or any affiliate thereof of a Financed Vehicle.

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<PAGE>

                           (ii)     The Servicer shall indemnify, defend and
         hold harmless the Trustee, its officers, directors, employees and
         agents and the Trust from and against any taxes that may at any time be
         asserted against the Trustee, its officers, directors, employees or
         agents, or the Trust with respect to the s contemplated herein,
         including, without limitation, any sales, gross receipts, general
         corporation, tangible or intangible personal property, privilege, or
         license taxes (but, in the case of the Trust, not including any taxes
         asserted with respect to, and as of the date of, the sale of the
         Receivables to the Trust or the issuance and original sale of the
         Certificates, or asserted with respect to ownership of the Receivables,
         or federal or other income taxes arising out of distributions on the
         Certificates) and costs and expenses in defending against the same.

                           (iii)    The Servicer shall indemnify, and hold
         harmless the Trustee, its officers, directors, employees and agents,
         the Trust and the Certificateholders from and against any and all
         costs, expenses, losses, claims, damages, and liabilities to the extent
         that such cost, expense, loss, claim, damage, or liability arose out
         of, or was imposed upon the Trustee, the Trust or the
         Certificateholders through, the negligence, willful misfeasance, or bad
         faith of the Servicer in the performance of its duties under this
         Agreement, or by reason of reckless disregard of its obligations and
         duties under this Agreement.

                           (iv)     The Servicer shall indemnify, defend, and
         hold harmless the Trustee, its officers, directors, employees and
         agents, and the Trust from and against all costs, expenses, losses,
         claims, damages, and liabilities arising out of or incurred in
         connection with the acceptance or performance of the trusts and duties
         herein contained, except to the extent that such cost, expense, loss,
         claim, damage or liability: (a) shall be due to the willful
         misfeasance, bad faith, or negligence of the Trustee; (b) relates to
         any tax other than the taxes with respect to which either the Depositor
         or Servicer shall be required to indemnify the Trustee; (c) shall arise
         from the Trustee's breach of any of its representations or warranties
         set forth in Section 15.13; or (d) shall arise out of or be incurred in
         connection with the acceptance or performance by the Trustee of the
         duties of successor Servicer hereunder. Indemnification under this
         Section 13.02 shall include reasonable fees and expenses of not more
         than one counsel and expenses of litigation. If the Servicer shall have
         made any indemnity payments pursuant to this Section and the recipient
         thereafter collects any of such amounts from others, the recipient
         shall promptly repay such amounts to the Servicer, without interest;
         provided, however, that the Servicer shall not be liable to the Trustee
         for any portion of any such amount resulting from the willful
         misconduct, bad faith, or negligence of the Trustee. This
         indemnification shall survive the termination of this Agreement and the
         removal of the Servicer.

         Neither the Trustee nor any of its officers, directors, employees or
agents shall be liable for any action taken or omitted under this Agreement or
in connection therewith except to the extent caused by the Trustee's negligence
or willful misconduct, as determined by the final judgment of a court of
competent jurisdiction, no longer subject to appeal or review. The parties each
(for itself and any person or entity claiming through it) hereby releases,
waives, discharges, exculpates and covenants not to sue the Trustee for any
action taken or omitted under this Agreement except to the extent caused by the
Trustee's failure to perform its duties under this Agreement, negligence or
willful misconduct. Anything in this Agreement to the contrary

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<PAGE>

withstanding, in no event shall the Trustee be liable for special, indirect or
consequential loss or damage of any kind whatsoever (including but not limited
to lost profits), even of the Trustee has been advised of the likelihood of such
loss or damage and regardless of the form of action.

         SECTION 13.03     MERGER OR CONSOLIDATION OF, OR ASSUMPTION OF THE
OBLIGATIONS OF, SERVICER. Any Person (a) into which the Servicer may be merged
or consolidated, (b) which may result from any merger or consolidation to which
the Servicer shall be a party, (c) which may succeed to all or substantially all
of the properties and assets of the Servicer's indirect automobile financing or
receivables servicing business or (d) that is an Affiliate, which Person in any
of the foregoing cases executes an agreement of assumption to perform every
obligation of the Servicer hereunder, shall be the successor to the Servicer
under this Agreement without further act on the part of any of the parties to
this Agreement; provided, however, that (i) immediately after giving effect to
such , no Event of Default, and no event which, after notice or lapse of time,
or both, would become an Event of Default shall have happened and be continuing,
(ii) the Servicer shall have delivered to the Trustee an Officers' Certificate
and an Opinion of Counsel each stating that such consolidation, merger or
succession and such agreement of assumption comply with this Section 13.02 and
that all conditions precedent provided for in this Agreement relating to such
have been complied with and (iii) the Servicer shall have delivered an Opinion
of Counsel either (A) stating that, in the opinion of such counsel, all
financing statements and continuation statements and amendments thereto have
been executed and filed that are necessary fully to preserve and protect the
interests of the Trustee in the Receivables, and reciting the details of such
filings, or (B) stating that, in the opinion of such Counsel, no such action
shall be necessary to preserve and protect such interest. Notwithstanding the
foregoing, the Servicer shall not engage in any merger or consolidation in which
it is not the surviving corporation without the prior written consent of the
Insurer, not to be unreasonably withheld.

         SECTION 13.04     LIMITATION ON LIABILITY OF SERVICER AND OTHERS.
Neither the Servicer nor any of the directors or officers or employees or agents
of the Servicer shall be under any liability to the Trust or the
Certificateholders, except as provided under this Agreement, for any action
taken or for refraining from the taking of any action pursuant to this
Agreement; provided, however, that this provision shall not protect the Servicer
or any such person against any liability that would otherwise be imposed by
reason of willful misfeasance, bad faith, or negligence in the performance of
duties or by reasons of reckless disregard of obligations and duties under this
Agreement. The Servicer and any director or officer or employee or agent of the
Servicer may rely in good faith on any document of any kind prima facie properly
executed and submitted by any Person respecting any matters arising under this
Agreement.

         Except as provided in this Agreement, the Servicer shall not be under
any obligation to appear in, prosecute, or defend any legal action that shall
not be incidental to its duties to service the Receivables in accordance with
this Agreement (collection actions with respect to Defaulted Receivables are
understood to be incidental to the Servicer's duties to service the
Receivables), and that in its opinion may involve it in any expense or
liability.

         SECTION 13.05     SERVICER NOT TO RESIGN. The Servicer shall not resign
from its obligations and duties under this Agreement except upon determination
that the performance of its duties shall no longer be permissible under
applicable law or otherwise with the consent of the

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Trustee. Any determination described above permitting the resignation of the
Servicer shall be evidenced by an Opinion of Counsel to such effect delivered to
the Trustee. No such resignation shall become effective until the Trustee or a
successor Servicer shall have assumed the responsibilities and obligations of
the Servicer in accordance with Section 14.02. Notwithstanding anything
contained herein to the contrary, if the Trustee shall be the Servicer, it may
resign as Servicer if it resigns or is removed as Trustee hereunder.

         SECTION 13.06     DELEGATION OF DUTIES. Except as provided in Section
13.03 hereof, it is understood and agreed by the parties hereto that the
Servicer or the Depositor may at any time delegate any duties including duties
as custodian to any Person willing to accept such delegation and to perform such
duties (including any affiliate of the Servicer) in accordance with the
customary procedures of the Servicer. In connection with such delegation, the
Servicer or the Depositor may assign rights to the delegee or direct the payment
to the delegee of benefits or amounts otherwise inuring to the benefit of, or
payable to, the Depositor or the Servicer hereunder. Any such delegation shall
not relieve the Servicer or the Depositor of their respective liability and
responsibility with respect to such duties, and shall not constitute a
resignation within Section 13.05 hereof. The Servicer shall give written notice
to the Rating Agency, the Insurer and the Trustee of any such delegation.

                                   ARTICLE XIV

                                     DEFAULT

         SECTION 14.01     EVENTS OF DEFAULT. If any one of the following events
("EVENTS OF DEFAULT") shall occur and be continuing:

                           (i)      Any failure by the Service to deliver to the
         Trustee for distribution to Certificateholders any proceeds or payment
         required to be so delivered under the terms of the Certificates and
         this Agreement or any failure by the Servicer to deliver any Servicer's
         Certificates pursuant to Section 18.09 that, in either case, shall
         continue unremedied for a period of five Business Days (A) after
         written notice from either the Trustee, the Insurer (so long as the
         Insurer is not under default of its obligations under the Policy) or
         the Holders of Certificates evidencing not less than 25% of the
         Certificate Principal Balance is received by the Servicer as specified
         in this Agreement or (B) after discovery by an officer of the Servicer;
         or

                           (ii)     Failure on the part of the Servicer, BVAC or
         the Depositor duly to observe or perform in any material respect any
         other covenants or agreements of the Servicer, BVAC or the Depositor,
         as the case may be, set forth in the Certificates or in this Agreement,
         which failure shall (a) materially and adversely affect the rights of
         Certificateholders and (b) continue unremedied for a period of 60 days
         after the date on which written notice of such failure, requiring the
         same to be remedied, shall have been given (1) to the Servicer, BVAC or
         the Depositor, as the case may be, by the Trustee, or (2) to the
         Servicer, BVAC or the Depositor, as the case may be, and to the
         Trustee, by the Insurer (so long as the Insurer is not in default of
         its obligations under the Policy) or by

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         Holders of Certificates evidencing not less than 25% of the Certificate
         Principal Balance; or

                           (iii)    The occurrence of an Insolvency Event with
         respect to the Servicer; then, and in each and every case, so long as
         an Event of Default shall not have been remedied, either the Trustee,
         or the Holders of Certificates evidencing not less than 25% of the
         Certificate Principal Balance, by notice then given in writing to the
         Servicer (and to the Trustee if given by the Certificateholders) may,
         with the consent of Insurer (so long as the Insurer is not in default
         of its obligations under the Policy), terminate all of the rights and
         obligations of the Servicer under this Agreement. On or after the
         receipt by the Servicer of such written notice, all authority and power
         of the Servicer under this Agreement, whether with respect to the
         Certificates or the Receivables or otherwise, shall, without further
         action, pass to and be vested in the Trustee (except that the Trustee
         may, but shall not be required to, make Advances) or such successor
         Servicer as may be appointed under Section 14.02 pursuant to and under
         this Section 14.01; and, without limitation, the Trustee is hereby
         authorized and empowered to execute and deliver, on behalf of the
         predecessor Servicer, as attorney-in-fact or otherwise, any and all
         documents and other instruments, and to do or accomplish all other acts
         or things necessary or appropriate to effect the purposes of such
         notice of termination, whether to complete the transfer and endorsement
         of the Receivables and related documents, or otherwise. The predecessor
         Servicer shall cooperate with the successor Servicer and the Trustee in
         effecting the termination of the responsibilities and rights of the
         predecessor Servicer under this Agreement, including the transfer to
         the successor Servicer of electronic records related to the Receivables
         in such form as the successor Servicer may reasonably request and the
         transfer to the successor Servicer for administration by it of all cash
         amounts that shall at the time be held by the predecessor Servicer for
         deposit, or shall thereafter be received with respect to a Receivable.
         All reasonable costs and expenses (including attorneys' fees) incurred
         in connection with transferring the Receivable Files to the successor
         Servicer and amending this Agreement to reflect such succession as
         Servicer pursuant to this Section 14.01 shall be paid by the
         predecessor Servicer upon presentation of reasonable documentation of
         such costs and expenses.

         SECTION 14.02     APPOINTMENT OF SUCCESSOR.

                  (a)      Upon the Servicer's receipt of notice of termination
pursuant to Section 14.01 or the Servicer's resignation in accordance with the
terms of this Agreement, the predecessor Servicer shall continue to perform its
functions as Servicer under this Agreement, in the case of termination, only
until the date specified in such termination notice or, if no such date is
specified in a notice of termination, until receipt of such notice and, in the
case of resignation, until the later of (x) the date 45 days from the delivery
to the Trustee of written notice of such resignation (or written confirmation of
such notice) in accordance with the terms of this Agreement and (y) the date
upon which the predecessor Servicer shall become unable to act as Servicer, as
specified in the notice of resignation and accompanying Opinion of Counsel. In
the event of the Servicer's resignation or termination hereunder, the Trustee
shall appoint a successor Servicer, and the successor Servicer shall accept its
appointment by a written assumption in form acceptable to the Trustee. In the
event that a successor Servicer has not been appointed at the time when the
predecessor Servicer has ceased to act as Servicer in accordance

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<PAGE>

with this Section 14.02, the Trustee without further action shall automatically
be appointed the successor Servicer. Notwithstanding the above, the Trustee
shall, if it shall be legally unable so to act, appoint, or petition a court of
competent jurisdiction to appoint, any established financial institution, having
a net worth of not less than $50,000,000 and whose regular business shall
include the servicing of motor vehicle receivables, as the successor to the
Servicer under this Agreement and which financial institution is, in the case of
appointment by the Trustee, reasonably acceptable to the Insurer.

                  (b)      Upon appointment, the successor Servicer shall be the
successor in all respects to the predecessor Servicer and shall be subject to
all the responsibilities, duties, and liabilities arising thereafter relating
thereto placed on the predecessor Servicer, and shall be entitled to the
Servicing Fee and all of the rights granted to the predecessor Servicer, by the
terms and provisions of this Agreement. The predecessor Servicer shall be
entitled to be reimbursed for Outstanding Advances.

                  (c)      In connection with such appointment, the Trustee may
make such arrangements for successor Servicer out of payments on Receivables it
and such successor Servicer shall agree; provided, however, that no such
compensation shall be in excess of that permitted the original Servicer under
the Agreement. The Trustee and such successor Servicer shall take such action,
consistent with the Agreement, as shall be necessary to effectuate any such
succession.

         SECTION 14.03     NOTIFICATION TO CERTIFICATEHOLDERS. Upon any notice
of an Event of Default or upon any termination of, or appointment of a successor
to, the Servicer pursuant to this Article XIX, the Trustee shall give prompt
written notice thereof to Certificateholders at their respective addresses
appearing in the Certificate Register.

         SECTION 14.04     WAIVER OF PAST DEFAULTS. The Holders of Certificates
evidencing not less than 51% of the Certificate Principal Balance may, on behalf
of all Holders of Certificates, waive any default by the Servicer in the
performance of its obligations hereunder and its consequences, except a default
in making any required deposits to or payments from the Certificate Amount in
accordance with this Agreement; provided, that no waiver of any default or
provision of this Agreement shall become effective without the consent of the
Insurer (unless the Insurer is in default of its obligations under the Policy)
and the Rating Agency Condition shall have been satisfied. Upon any such waiver
of a past default, such default shall cease to exist, and any Event of Default
arising therefrom shall be deemed to have been remedied for every purpose of
this Agreement. No such waiver shall extend to any subsequent or other default
or impair any right consequent thereon.

                                   ARTICLE XV

                                   THE TRUSTEE

         SECTION 15.01     DUTIES OF TRUSTEE

                  (a)      The Trustee, both prior to and after the occurrence
of an Event of Default, shall undertake to perform such duties as are
specifically set forth in this Agreement. If an Event

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of Default shall have occurred and shall not have been cured and, in the case of
an Event of Default described in clause (i) of Section 14.01, the Trustee has
received notice of such Event of Default, the Trustee shall exercise such of the
rights and powers vested in it by this Agreement, and shall use the same degree
of care and skill in their exercise, as a prudent man would exercise or use
under the circumstances in the conduct of his own affairs; provided, however,
that if the Trustee shall assume the duties of the Servicer pursuant to Section
14.02, the Trustee in performing such duties shall use the degree of skill and
attention customarily exercised by a servicer with respect to motor vehicle
receivables that it services for itself or others.

                  (b)      The Trustee, upon receipt of all resolutions,
certificates, statements, opinions, reports, documents, orders or other
instruments furnished to the Trustee that shall be specifically required to be
furnished pursuant to any provision of the Agreement, shall examine them to
determine whether they conform to the requirements of the Agreement.

                  (c)      No provision of the Agreement shall be construed to
relieve the Trustee from liability for its own negligent action, its own
negligent failure to act, or its own bad faith; provided, however, that:

                           (i)      Prior to the occurrence of an Event of
         Default, and after the curing of all such Events of Default that may
         have occurred, the duties and obligations of the Trustee shall be
         determined solely by the express provisions of this Agreement, shall
         not be liable except for the performance of such duties and obligations
         as shall be specifically set forth in this Agreement, no implied
         covenants or obligations shall be read into this Agreement against the
         Trustee and, in the absence of bad faith on the part of the Trustee, or
         manifest error, the Trustee may conclusively rely on the truth of the
         statements and the correctness of the opinions expressed in any
         certificates or opinions furnished to the Trustee and conforming to the
         requirements of this Agreement;

                           (ii)     The Trustee shall not be liable for an error
         of judgment made in good faith by a Responsible Officer, unless it
         shall be proved that the Trustee shall have been negligent in
         ascertaining the pertinent facts;

                           (iii)    The Trustee shall not be liable with respect
         to any action taken, suffered, or omitted to be taken in good faith in
         accordance with the Agreement or at the direction of the Holders of
         Certificates evidencing not less than 25% of the Certificate Principal
         Balance relating to the time, method, and place of conducting any
         proceeding for any remedy available to the Trustee, or exercising any
         trust or power conferred upon the Trustee, under the Agreement;

                           (iv)     The Trustee shall not be charged with
         knowledge of any failure by the Servicer or BVAC to comply with the
         obligations of the Servicer or BVAC, as the case may be, referred to in
         clauses (i) or (ii) of Section 14.01, or of any failure by the
         Depositor to comply with the obligations of the Depositor referred to
         in clause (ii) of Section 14.01, unless a Responsible Officer of the
         Trustee receives written notice of such failure (it being understood
         that knowledge of the Servicer or the Servicer as custodian, in its
         capacity as agent for the Trustee, is not attributable to the Trustee)
         from the

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<PAGE>

         Servicer, BVAC or the Depositor, as the case may be, or the Holders of
         Certificates evidencing not less than 25% of the Certificate Principal
         Balance;

                           (v)      Without limiting the generality of this
         Section or Section 20.04, the Trustee shall have no duty (A) to see to
         any recording, filing, or depositing of this Agreement or any agreement
         referred to therein or any financing statement evidencing a security
         interest in the Receivables or the Financed Vehicles, or to see to the
         maintenance of any such recording or filing or depositing or to any
         rerecording, refiling or redepositing of any thereof, (B) to see to any
         insurance of the Financed Vehicles or Obligors or to effect or maintain
         any such insurance, (C) to see to the payment or discharge of any tax,
         assessment, or other governmental charge or any Lien or encumbrance of
         any kind owing with respect to, assessed, or levied against, any part
         of the Trust, (D) to confirm or verify the contents of any reports or
         certificates of the Servicer delivered to the Trustee pursuant to this
         Agreement believed by the Trustee to be genuine and to have been signed
         or presented by the proper party or parties, or (E) to inspect the
         Financed Vehicles at any time or ascertain or inquire as to the
         performance or observance of any of the Depositor's or the Servicer's
         representations, warranties or covenants or the Servicer's duties and
         obligations as Servicer and as custodian of the Receivable Files under
         this Agreement;

                           (vi)     The Trustee shall not be required to expend
         or risk its own funds or otherwise incur financial liability in the
         performance of any of its duties hereunder, or in the exercise of any
         of its rights or powers, if there shall be reasonable ground for
         believing that the repayment of such funds or adequate indemnity
         against such risk or liability shall not be reasonably assured to it,
         and none of the provisions contained in the Agreement shall in any
         event require the Trustee to perform, or be responsible for the manner
         of performance of, any of the obligations of the Servicer under the
         Agreement except during such time, if any, as the Trustee shall be the
         successor to, and be vested with the rights, duties, powers, and
         privileges of, the Servicer in accordance with the terms of this
         Agreement;

                           (vii)    Whenever in the administration of the
         provisions of this Agreement the Trustee shall deem it necessary or
         desirable that a matter be proved or established prior to taking or
         suffering any action to be taken hereunder, such matter (unless other
         evidence in respect thereof be herein specifically prescribed) may, in
         the absence of negligence or bad faith on the part of the Trustee, be
         deemed to be conclusively proved and established by a certificate
         signed by the Servicer, Depositor or the Holders, as the case may be,
         and delivered to the Trustee and such certificate, in the absence of
         negligence or bad faith on the part of the Trustee, shall be full
         warrant to the Trustee for any action taken, suffered or omitted by it
         under the provisions of this Agreement upon the faith thereof; and

                           (viii)   The Trustee shall have no obligation to
         invest and reinvest any cash held in the absence of timely and specific
         written investment direction from the Servicer. In no event shall the
         Trustee be liable for the selection of investments or for investment
         losses incurred thereon except as an obligor in its individual
         capacity. The Trustee shall have no liability in respect of losses
         incurred as a result of the liquidation of

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<PAGE>

         any investment prior to its stated maturity or the failure of the
         Servicer to provide timely written investment direction.

         SECTION 15.02     TRUSTEE'S CERTIFICATE. On or as soon as practicable
after each Distribution Date on which Receivables shall be (i) assigned to BVAC
pursuant to Section 7.02 or (ii) assigned to the Servicer pursuant to Section
8.07 or 16.02, the Trustee shall execute a Trustee's Certificate, based on the
information contained in the Servicer's Certificate for the related Collection
Period, amounts deposited to the Certificate Account, and notices received
pursuant to this Agreement, identifying the Receivables repurchased or deemed to
be repurchased by BVAC pursuant to Section 7.02 or purchased by the Servicer
pursuant to Section 8.07 or 16.02 during such Collection Period, and shall
deliver such Trustee's Certificate, accompanied by a copy of the Servicer's
Certificate for such Collection Period to the Depositor or the Servicer, as the
case may be. The Trustee's Certificate shall be an assignment pursuant to
Section 15.03.

         SECTION 15.03     TRUSTEE'S ASSIGNMENT OF PURCHASED RECEIVABLES. With
respect to each Receivable repurchased by BVAC pursuant to Section 7.02, or
purchased by the Servicer pursuant to Section 8.07 or 16.02, the Trustee shall
assign, as of the last day of the Collection Period during which such Receivable
became a Defaulted Receivable or became subject to repurchase by BVAC or
purchase by the Servicer, without recourse, representation, or warranty, to the
Depositor or the Servicer (as the case may be) all the Trustee's right, title,
and interest in and to such Receivables, and all security and documents relating
thereto, such assignment being an assignment outright and not for security. If
in any enforcement suit or legal proceeding it shall be held that the Servicer
may not enforce a Receivable on the ground that it shall not be a real party in
interest or a holder entitled to enforce the Receivable, the Trustee shall, at
the Servicer's expense, take such steps as the Trustee deems necessary to
enforce the Receivable, including bringing suit in its name or the name of the
Certificateholders.

         SECTION 15.04     CERTAIN MATTERS AFFECTING THE TRUSTEE. Except as
otherwise provided in Section 15.01:

                           (i)      The Trustee may rely and shall be protected
         in acting or refraining from acting upon any resolution, Officers'
         Certificate, Servicer's Certificate, certificate of auditors, or any
         other certificate, statement, instrument, opinion, report, notice,
         request, consent, order, appraisal bond, or other paper or document
         believed by it to be genuine and to have been signed or presented by
         the proper party or parties.

                           (ii)     The Trustee may consult with counsel and any
         Opinion of Counsel shall be full and complete authorization and
         protection in respect of any action taken or suffered or omitted by it
         under this Agreement in good faith and in accordance with such Opinion
         of Counsel.

                           (iii)    The Trustee shall be under no obligation to
         exercise any of the rights or powers vested in it by this Agreement, or
         to institute, conduct, or defend any litigation under this Agreement or
         in relation to this Agreement, at the request, order, or direction of
         any of the Certificateholders pursuant to the provisions of this
         Agreement, unless such Certificateholders shall have offered to the
         Trustee reasonable security or

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<PAGE>

         indemnity against the costs, expenses, and liabilities that may be
         incurred therein or thereby. Nothing contained in this Agreement,
         however, shall relieve the Trustee of the obligations, upon the
         occurrence of an Event of Default (that shall not have been cured), to
         exercise such of the rights and powers vested in it by this Agreement,
         and to use the same degree of care and skill in their exercise as a
         prudent man would exercise or use under the circumstances in the
         conduct of his own affairs.

                           (iv)     The Trustee shall not be liable for any
         action taken, suffered, or omitted by it in good faith and believed by
         it to be authorized or within the discretion or rights or powers
         conferred upon it by this Agreement.

                           (v)      Prior to the occurrence of an Event of
         Default and after the curing of all Events of Default that may have
         occurred, the Trustee shall not be bound to make any investigation into
         the facts of matters stated in any resolution, certificate, statement,
         instrument, opinion, report, notice, request, consent, order, approval,
         bond, or other paper or document, unless requested in writing so to do
         by Holders of Certificates evidencing not less than 25% of the
         Certificate Principal Balance; provided, however, that if the payment
         within a reasonable time to the Trustee of the costs, expenses, or
         liabilities likely to be incurred by it in the making of such
         investigation shall be, in the opinion of the Trustee, not reasonably
         assured to the Trustee by the security afforded to it by the terms of
         this Agreement, the Trustee may require reasonable indemnity against
         such cost, expense, or liability as a condition to so proceeding. The
         reasonable expense of every such examination shall be paid by the
         Servicer or, if paid by the Trustee, shall be reimbursed by the
         Servicer upon demand. Nothing in this clause (v) shall affect the
         obligation of the Servicer to observe any applicable law prohibiting
         disclosure of information regarding the Obligors.

                           (vi)     The Trustee may execute any of the trusts or
         powers hereunder or perform any duties under this Agreement either
         directly or by or through agents or attorneys or a custodian. The
         Trustee shall not be responsible for any misconduct or negligence
         solely attributable to the acts or omissions of the Servicer in its
         capacity as Servicer or custodian.

                           (vii)    The Trustee shall have no duty of
         independent inquiry, except as may be required by Section 15.01, and
         the Trustee may rely upon the representations and warranties and
         covenants of the Depositor and the Servicer contained in this Agreement
         with respect to the Receivables and the Receivable Files.

         SECTION 15.05     TRUSTEE NOT LIABLE FOR CERTIFICATES OR RECEIVABLES.
The recitals contained herein and in the Certificates (other than the
certificate of authentication on the Certificates) shall be taken as the
statements of the Depositor or the Servicer, as the case may be, and the Trustee
assumes no responsibility for the correctness thereof. The Trustee shall make no
representations as to the validity or sufficiency of this Agreement or of the
Certificates (other than the certificate of authentication on the Certificates),
or of any Receivable or related documents. The Trustee shall at no time have any
responsibility or liability for or with respect to the legality, validity, and
enforceability of any security interest in any Financed Vehicle or any
Receivable, or the perfection and priority of such a security interest or the
maintenance of any

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<PAGE>

such perfection and priority, or for or with respect to the efficacy of the
Trust or its ability to generate the payments to be distributed to
Certificateholders under this Agreement, including, without limitation; the
existence, condition, location, and ownership of any Financed Vehicle; the
existence and enforceability of any physical damage insurance, lender's
collateral protection insurance, or credit life or disability and
hospitalization insurance with respect to any Receivable; the existence and
contents of any Receivable or any computer or other record thereof; the validity
of the assignment of any Receivable; the performance or enforcement of any
Receivable; the compliance by the Depositor or the Servicer with any warranty or
representation made under this Agreement or in any related document and the
accuracy of any such warranty or representation prior to the Trustee's receipt
of notice or other discovery of any noncompliance therewith or any breach
thereof; any investment of monies by the Servicer or any loss resulting
therefrom (it being understood that the Trustee shall remain responsible for any
Trust property that it may hold); the acts or omissions of the Depositor, the
Servicer, or any Obligor; an action of the Servicer taken in the name of the
Trustee; or any action by the Trustee taken at the instruction of the Servicer;
provided, however, that the foregoing shall not relieve the Trustee of its
obligation to perform its duties under this Agreement. Except with respect to a
claim based on the failure of the Trustee to perform its duties under this
Agreement or based on the Trustee's negligence or willful misconduct, no
recourse shall be had for any claim based on any provision of this Agreement,
the Certificates, or any Receivable or assignment thereof against the Trustee in
its individual capacity, the Trustee shall not have any personal obligation,
liability, or duty whatsoever to any Certificateholder or any other Person with
respect to any such claim, and any such claim shall be asserted solely against
the Trust or any indemnitor who shall furnish indemnity as provided in this
Agreement. The Trustee shall not be accountable for the use or application by
the Depositor of any of the Certificates or of the proceeds of such
Certificates, or for the use or application of any funds paid to the Depositor
or the Servicer in respect of the Receivables.

         SECTION 15.06     TRUSTEE MAY OWN CERTIFICATES. The Trustee in its
individual or any other capacity may become the owner or pledgee of Certificates
with the same rights as it would have if it were not Trustee.

         SECTION 15.07     TRUSTEE'S FEES AND EXPENSES. The Servicer shall pay
to the Trustee, and the Trustee shall be entitled to, reasonable compensation
(which shall not be limited by any provision of law in regard to the
compensation of a trustee of an express trust) for all services rendered by it
in the execution of the trusts created by this Agreement and in the exercise and
performance of any of the Trustee's powers and duties under this Agreement,
including acting as Servicer, and the Servicer shall pay or reimburse the
Trustee upon its request for all reasonable expenses, disbursements, and
advances (including the reasonable compensation and the expenses and
disbursements of its counsel and of all persons not regularly in its employ)
incurred or made by the Trustee in accordance with any provisions of this
Agreement, including acting as Servicer, except any such expense, disbursement,
or advance as may be attributable to its willful misfeasance, negligence, or bad
faith, and the Servicer shall indemnify the Trustee for and hold it harmless
against any loss, liability, or expense incurred without willful misfeasance,
negligence, or bad faith on its part, arising out of or in connection with the
acceptance or administration of the Trust, including acting as Servicer,
including the costs and expenses of defending itself against any claim or
liability in connection with the exercise or performance of any of its powers or
duties under this Agreement. Additionally, the Servicer, pursuant to Section
7.06 and

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<PAGE>

Section 13.02, shall indemnify the Trustee with respect to certain matters, and
Certificateholders, pursuant to Section 15.04, shall, upon the circumstances
therein set forth, indemnify the Trustee under certain circumstances. This
indemnification shall survive the termination of this Agreement or the Trust and
the resignation or removal of the Trustee or the Servicer.

         SECTION 15.08     ELIGIBILITY REQUIREMENTS FOR TRUSTEE. The Trustee
under this Agreement shall at all times be a corporation having an office in the
same State as the location of the Corporate Trust Office as specified in this
Agreement; and organized and doing business under the laws of such State or the
United States of America; authorized under such laws to exercise corporate trust
powers; and having a net worth of at least $50,000,000 and subject to
supervision or examination by federal or State authorities and has long-term
unsecured debt of which is rated at least Baa3 or which is approved by each
Rating Agency and the Insurer. If such corporation shall publish reports of
condition at least annually, pursuant to law or to the requirements of the
aforesaid supervising or examining authority, then for the purpose of this
Section 15.08, the combined capital and surplus of such corporation shall be
deemed to be its combined capital and surplus as set forth in its most recent
report of condition so published. In case at any time the Trustee shall cease to
be eligible in accordance with the provisions of this Section 15.08, the Trustee
shall resign immediately in the manner and with the effect specified in Section
15.09.

         SECTION 15.09     RESIGNATION OR REMOVAL OF TRUSTEE. The Trustee may at
any time resign and be discharged from the trusts hereby created by giving
written notice thereof to the Servicer. Upon receiving such notice of
resignation, the Servicer shall promptly appoint a successor Trustee, by written
instrument, in duplicate, one copy of which instrument shall be delivered to the
resigning Trustee and one copy to the successor Trustee. If no successor Trustee
shall have been so appointed and have accepted appointment within 30 days after
the giving of such notice of resignation, the resigning Trustee may petition any
court of competent jurisdiction for the appointment of a successor Trustee.

         If at any time the Trustee shall cease to be eligible in accordance
with the provisions of Section 15.08 and shall fail to resign after written
request therefor by the Servicer, or if at any time the Trustee shall be legally
unable to act, or shall be adjudged a bankrupt or insolvent, or a receiver of
the Trustee or of its property shall be appointed, or any public officer shall
take charge or control of the Trustee or of its property or affairs for the
purpose of rehabilitation, conservation, or liquidation, then the Servicer may
remove the Trustee. If it shall remove the Trustee under the authority of the
immediately preceding sentence, the Servicer shall promptly appoint a successor
Trustee by written instrument, in duplicate, one copy of which instrument shall
be delivered to the Trustee so removed and one copy to the successor Trustee.

         Any resignation or removal of the Trustee and appointment of a
successor Trustee pursuant to any of the provisions of this Section 15.09 shall
not become effective until acceptance of appointment by the successor Trustee
pursuant to Section 15.10.

         SECTION 15.10     SUCCESSOR TRUSTEE. Any successor Trustee appointed
pursuant to Section 15.09 shall execute, acknowledge, and deliver to the
Servicer and to its predecessor Trustee an instrument accepting such appointment
under this Agreement, and thereupon the resignation or removal of the
predecessor Trustee shall become effective and such successor Trustee, without
any further act, deed, or conveyance, shall become fully vested with all the

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<PAGE>

rights, powers, duties, and obligations of its predecessor under this Agreement,
with like effect as if originally named as Trustee. The predecessor Trustee
shall deliver to the successor Trustee all documents and statements held by it
under this Agreement; and the Servicer and the predecessor Trustee shall execute
and deliver such instruments and do such other things as may reasonably be
required for fully and certainly vesting and confirming in the successor Trustee
all such rights, powers, duties, and obligations.

         No successor Trustee shall accept appointment as provided in this
Section 15.10 unless at the time of such acceptance such successor Trustee shall
be eligible pursuant to Section 15.08.

         Upon acceptance of appointment by a successor Trustee pursuant to this
Section 15.10, the Servicer shall mail notice of the successor of such Trustee
under the Agreement to all Holders of Certificates at their addresses as shown
in the Certificate Register. If the Servicer shall fail to mail such notice
within 10 days after acceptance of appointment by the successor Trustee, the
successor Trustee shall cause such notice to be mailed at the expense of the
Servicer.

         SECTION 15.11     MERGER OR CONSOLIDATION OF TRUSTEE. Any corporation
into which the Trustee may be merged or converted or with which it may be
consolidated, or any corporation resulting from any merger, conversion, or
consolidation to which the Trustee shall be a party, or any corporation
succeeding to all or substantially all of the corporate trust business of the
Trustee, shall be the successor of the Trustee hereunder, provided such
corporation shall be eligible pursuant to Section 15.08, without the execution
or filing of any instrument or any further act on the part of any of the parties
hereto, anything herein to the contrary notwithstanding.

         SECTION 15.12     APPOINTMENT OF CO-TRUSTEE OR SEPARATE TRUSTEE

                  (a)      Notwithstanding any other provisions of this
Agreement, at any time, for the purpose of meeting any legal requirements of any
jurisdiction in which any part of the Trust or any Financed Vehicle may at the
time be located, the Servicer and the Trustee acting jointly shall have the
power and shall execute and deliver all instruments to appoint one or more
Persons approved by the Trustee to act as co-trustee, jointly with the Trustee,
or separate trustee or separate trustees, of all or any part of the Trust, and
to vest in such Person, in such capacity and for the benefit of the
Certificateholders, such title to the Trust, or any part thereof, and, subject
to the other provisions of this Section 15.12, such powers, duties, obligations,
rights, and trusts as the Servicer and the Trustee may consider necessary or
desirable. If the Servicer shall not have joined in such appointment within 15
days after the receipt by it of a request so to do, or in the case an Event of
Default shall have occurred and be continuing, the Trustee alone shall have the
power to make such appointment. No co-trustee or separate trustee under this
Agreement shall be required to meet the terms of eligibility as a successor
Trustee pursuant to Section 15.08 and no notice to Certificateholders of the
appointment of any co-trustee or separate trustee shall be required pursuant to
Section 15.10.

                  (b)      Each separate trustee and co-trustee shall, to the
extent permitted by law, be appointed and act subject to the following
provisions and conditions:

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<PAGE>

                           (i)      All rights, powers, duties, and obligations
         conferred or imposed upon the Trustee shall be conferred upon and
         exercised or performed by the Trustee and such separate trustee or
         co-trustee jointly (it being understood that such separate trustee or
         co-trustee is not authorized to act separately without the Trustee
         joining in such act), except to the extent that under any law of any
         jurisdiction in which any particular act or acts are to be performed
         (whether as Trustee under this Agreement or as successor to the
         Servicer under this Agreement), the Trustee shall be incompetent or
         unqualified to perform such act or acts, in which event such rights,
         powers, duties, and obligations (including the holding of title to the
         Trust or any portion thereof in any such jurisdiction) shall be
         exercised and performed singly by such separate trustee or co-trustee,
         but solely at the direction of the Trustee;

                           (ii)     No trustee under this Agreement shall be
         personally liable by reason of any act or omission of any other trustee
         under this Agreement; and

                           (iii)    The Servicer and the Trustee acting jointly
         may at any time accept the resignation of or remove any separate
         trustee or co-trustee.

                  (c)      Any notice, request, or other writing given to the
Trustee shall be deemed to have been given to each of the then separate trustees
and co-trustees, as effectively as if given to each of them. Every instrument
appointing any separate trustee or co-trustee shall refer to this Agreement and
the conditions of this Article XV. Each separate trustee and co-trustee, upon
its acceptance of the trusts conferred, shall be vested with the estates or
property specified in its instrument of appointment, either jointly with the
Trustee or separately, as may be provided therein, subject to all the provisions
of this Agreement, specifically including every provision of this Agreement
relating to the conduct of, affecting the liability of, or affording protection
to, the Trustee. Each such instrument shall be filed with the Trustee and a copy
thereof given to the Servicer.

                  (d)      Any separate trustee or co-trustee may at any time
appoint the Trustee, its agent or attorney-in-fact with full power and
authority, to the extent not prohibited by law, to do any lawful act under or in
respect of this Agreement on its behalf and in its name. If any separate trustee
or co-trustee shall die, become incapable of acting, resign, or be removed, all
of its estates, properties, rights, remedies, and trusts shall vest in and be
exercised by the Trustee, to the extent permitted by law, without the
appointment of a new or successor trustee.

         SECTION 15.13     REPRESENTATIONS AND WARRANTIES OF TRUSTEE. The
Trustee shall make the following representations and warranties on which the
Depositor and Certificateholders may rely:

                           (i)      Organization and Existence. The Trustee is a
         corporation duly organized and validly existing under the laws of the
         State of __________ and authorized to engage in a banking and trust
         business under such laws.

                           (ii)     Power and Authority. The Trustee has full
         power, authority, and legal right to execute, deliver, and perform this
         Agreement, and shall have taken all

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<PAGE>

         necessary action to authorize the execution, delivery, and performance
         by it of this Agreement.

                           (iii)    Duly Executed. This Agreement shall have
         been duly executed and delivered by the Trustee and shall constitute
         the legal, valid, and binding agreement of the Trustee, enforceable in
         accordance with its terms, except as such enforceability may be limited
         by (i) bankruptcy, insolvency, liquidation, reorganization, moratorium,
         conservatorship, receivership or other similar laws now or hereinafter
         in effect relating to the enforcement of creditors' rights in general,
         as such laws would apply in the event of a bankruptcy, insolvency,
         liquidation, reorganization, moratorium, conservatorship, receivership
         or similar occurrence affecting the Trustee, and (ii) general
         principles of equity (regardless of whether such enforceability is
         considered in a proceeding in equity or at law) as well as concepts of
         reasonableness, good faith and fair dealing.

                                   ARTICLE XVI

                                   TERMINATION

         SECTION 16.01     TERMINATION OF THE TRUST. The respective obligations
and responsibilities of the Depositor, the Servicer and the Trustee created
hereby and the Trust created by this Agreement shall terminate upon (i) the
disposition of the Trust corpus as of the last day of any Collection Period at
the direction of Servicer, at its option, pursuant to Section 16.02, or (ii) the
payment to Certificateholders and the Insurer of all amounts required to be paid
to them pursuant to this Agreement and the Insurance Agreement (as set forth in
writing by the Insurer) and the disposition of all property held as part of the
Trust; provided, however, that in no event shall the Trust created by the
Agreement continue beyond the expiration of 21 years from the date as of which
the Agreement is executed. The Servicer shall promptly notify the Trustee of any
prospective termination pursuant to this Section 16.01.

         Notice of any termination, specifying the Distribution Date upon which
the Certificateholders may surrender their Certificates to the Trustee for
payment of the final distribution and cancellation, shall be given promptly by
the Trustee by letter to Certificateholders mailed not later than the 10th day
of the month next preceding the specified Distribution Date stating (A) the
Distribution Date upon which final payment of the Certificates shall be made
upon presentation and surrender of the Certificates at the office of the Trustee
therein designated, (B) the amount of any such final payment, and (C) if
applicable, that the Record Date otherwise applicable to such Distribution Date
is not applicable, payments being made only upon presentation and surrender of
the Certificates at the office of the Trustee therein specified. The Trustee
shall give such notice to the Certificate Registrar (if other than the Trustee)
at the time such notice is given to Certificateholders. Upon presentation and
surrender of the Certificates, the Trustee shall cause to be distributed to
Certificateholders amounts distributable on such Distribution Date pursuant to
Section 9.04 and, in the event of a termination pursuant to clause (i) or (ii)
of the preceding paragraph, the provisions of Section 9 of Annex A hereto shall
govern the remaining distributions to Certificateholders.

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<PAGE>

         In the event that all of the Certificateholders shall not surrender
their Certificates for cancellation within six months after the date specified
in the above-mentioned written notice, the Trustee shall give a second written
notice to the remaining Certificateholders to surrender their Certificates for
cancellation and receive the final distribution with respect thereto. If within
one year after the second notice all the Certificates shall not have been
surrendered for cancellation, the Trustee may take appropriate steps, or may
appoint an agent to take appropriate steps, to contact the remaining
Certificateholders concerning surrender of their Certificates, and the cost
thereof shall be paid out of the funds and other assets that shall remain
subject to this Agreement. Any funds remaining in the Trust after exhaustion of
such remedies shall, upon notice to the Trustee, be distributed by the Trustee
to the Depositor or its successor, and upon such distribution the
Certificateholders' rights to any amounts so distributed will be extinguished.

         SECTION 16.02     OPTIONAL PURCHASE OF ALL RECEIVABLES. On the last day
of any Collection Period following which the Certificate Principal Balance as of
the related Distribution Date is less than or equal to 10% of the Original Pool
Balance, the Servicer shall have the option to purchase the corpus of the Trust
at a price (the "Optional Purchase Price") equal to the fair market value of the
Receivables, but not less than the sum of (x) 100% of the Certificate Principal
Balance, (y) accrued and unpaid interest on such amount computed at a rate equal
to the weighted average Note Rate, and (z) all amounts due and owing to the
Insurer under this Agreement and the Insurance Agreement minus any amounts
representing payments received on the Receivables not yet applied to the
interest related thereto or to reduce the principal balance thereof. The
proceeds of such sale will be deposited into the Certificate Account for
distribution to the Certificateholders (and, to the extent applicable, the
Insurer) on the next succeeding Distribution Date. In connection with such
disposition, the Class IC Certificateholder is required to pay any unpaid fees
and expenses of the Trustee that it would otherwise have been entitled to
pursuant to this Agreement. The fair market value of the outstanding Receivables
for purposes of this Section 16.02 shall be an amount equal to the average of
the bid prices for such assets taken as a whole, provided to the Servicer by two
independent, nationally recognized dealers in automobile loans substantially
similar to the Receivables. Such price shall be deposited to the Certificate
Account in immediately available funds by 12:00 noon, New York City time, on the
Business Day prior to such next succeeding Distribution Date and, upon notice to
the Trustee of such deposit, the Trustee shall transfer the Receivables and the
Receivable Files to the purchaser, whereupon the Certificates shall no longer
evidence any right or interest in the Receivables or any proceeds thereof.

                                  ARTICLE XVII

                            MISCELLANEOUS PROVISIONS

         SECTION 17.01     AMENDMENT. The Agreement may be amended by the
Depositor, the Servicer and the Trustee, without the consent of any of the
Certificateholders, to cure any ambiguity, to correct or supplement any
provisions in this Agreement, or to add any other provisions with respect to
matters or questions arising under this Agreement that shall not be inconsistent
with the provisions of this Agreement; provided, however, that such action shall
not, as evidenced by an Opinion of Counsel, adversely affect in any material
respect the interests of any Certificateholder.

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                                       60

<PAGE>

         This Agreement may also be amended from time to time by the Depositor,
the Servicer, and the Trustee with the consent of the Holders of Certificates
evidencing not less than 51% of the Certificate Principal Balance for the
purpose of adding any provisions to or changing in any manner or eliminating any
of the provisions of the Agreement, or of modifying in any manner the rights of
the Holders of Certificates; provided, however, that no such amendment shall,
without the consent of the Holders of all Certificates then outstanding, reduce
the aforesaid percentage required to consent to any such amendment. In no case
may any such amendment increase or reduce in any manner the amount of, or
accelerate or delay the timing of, collections of payments on Receivables or
distributions that shall be required to be made on any Certificate.

         Notwithstanding anything to the contrary to this Agreement, no
amendment of this Agreement shall be effective without the prior written consent
of the Insurer and without notifying the Rating Agency of the proposed
amendment.

         Promptly after the execution of any amendment or consent, the Trustee
shall furnish written notification of the substance of such amendment or consent
to each Certificateholder.

         It shall not be necessary for the consent of Certificateholders
pursuant to this Section 17.01 to approve the particular form of any proposed
amendment or consent, but it shall be sufficient if such consent shall approve
the substance thereof. The manner of obtaining such consents and of evidencing
the authorization of the execution thereof by Certificateholders shall be
subject to such reasonable requirements as the Trustee may prescribe.

         Prior to the execution of an amendment to this Agreement, the Trustee
shall be entitled to receive and rely upon an Opinion of Counsel stating that
the execution of such amendment is authorized or permitted by this Agreement and
the Opinion of Counsel referred to in Section 17.02(i)(1). The Trustee may, but
shall not be obligated to, enter into any such amendment which affects the
Trustee's own rights, duties, or immunities under this Agreement.

         SECTION 17.02     PROTECTION OF TITLE TO TRUST.

                  (a)      The Depositor shall execute and file such financing
statements and cause to be executed and filed such continuation statements, all
in such manner and in such places as may be required by law fully to preserve,
maintain, and protect the interest of the Certificateholders and the Trustee
under this Agreement, in the Receivables and in the proceeds thereof. The
Depositor shall deliver (or cause to be delivered) to the Trustee file-stamped
copies of, or filing receipts for, any document filed as provided above, as soon
as available following such filing.

                  (b)      Neither the Depositor nor the Servicer shall change
its name, identity, or corporate structure in any manner that would, could, or
might make any financing statement or continuation statement filed by the
Depositor in accordance with paragraph (a) above seriously misleading within the
meaning of Section 9-402(7) of the UCC, unless it shall have given the Trustee
at least 60 days' prior written notice thereof.

                  (c)      The Depositor and the Servicer shall give the Trustee
at least 60 days' prior written notice of any relocation of its principal
executive office if, as a result of such relocation, the applicable provisions
of the UCC would require the filing of any amendment of

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<PAGE>

any previously filed financing or continuation statement or of any new financing
statement (in which case the Servicer shall file or cause to be filed such
amendment or continuation statement or new financing statement). The Servicer
shall at all times maintain each office from which it shall service Receivables,
and its principal executive office, within the United States of America.

                  (d)      The Servicer shall maintain accounts and records as
to each Receivable accurately and in sufficient detail to permit (i) the reader
thereof to know at any time the status of such Receivable, including payments
and recoveries made and payments owing (and the nature of each) and (ii)
reconciliation between payments or recoveries on (or with respect to) each
Receivable and the amounts from time to time deposited in the Certificate
Account in respect of such Receivable.

                  (e)      The Servicer shall maintain its computer systems so
that, from and after the time of sale under this Agreement of the Receivables to
the Trustee, the Servicer's master computer records (including any back-up
archives) that refer to a Receivable shall indicate clearly with reference to
the particular grantor trust that such Receivable shall be deleted from or
modified on the Servicer's computer systems when, and only when, the Receivable
shall have been paid in full or repurchased.

                  (f)      If at any time the Depositor or the Servicer shall
propose to sell, grant a security interest in, or otherwise transfer any
interest in motor vehicle receivables to any prospective purchaser, lender, or
other transferee, the Servicer shall give to such prospective purchaser, lender,
or other transferee computer tapes, records, or print-outs (including any
restored from back-up archives) that, if they shall refer in any manner
whatsoever to any Receivable, shall indicate clearly that such Receivable has
been sold and is owned by the Trustee.

                  (g)      The Servicer shall permit the Trustee and its agents
at any time during normal business hours to inspect, audit, and make copies of
and abstracts from the Servicer's records regarding any Receivable.

                  (h)      Upon request, the Servicer shall furnish to the
Trustee, within five Business Days, a list of all Receivables (by contract
number and name of Obligor) then held as part of the Trust, together with a
reconciliation of such list to the Schedule of Receivables listed on Exhibit A
hereto and to each of the Servicer's Certificates furnished before such request
indicating removal of Receivables from the Trust.

                  (i)      The Servicer shall deliver to the Trustee:

                                    (A)      promptly after the execution and
                  delivery of this Agreement and of each amendment thereto, and
                  after the delivery of Subsequent Receivables, an Opinion of
                  Counsel either (1) stating that, in the opinion of such
                  counsel, all financing statements and continuation statements
                  have been executed and filed that are necessary fully to
                  preserve and protect the interest of the Trustee in the
                  Initial Receivables or Subsequent Receivables, as the case may
                  be, and reciting the details of such filings or referring to
                  prior Opinions of Counsel in

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<PAGE>

                  which such details are given, or (2) stating that, in the
                  opinion of such counsel, no such action shall be necessary to
                  preserve and protect such interest; and

                                    (B)      within 90 days after the beginning
                  of each calendar year beginning with the first calendar year
                  beginning more than three months after the Cutoff Date, an
                  Opinion of Counsel, dated as of a date during such 90-day
                  period, either (1) stating that, in the opinion of such
                  counsel, all financing statements and continuation statements
                  have been executed and filed that are necessary fully to
                  preserve and protect the interest of the Trustee in the
                  Receivables, and reciting the details of such filings or
                  referring to prior Opinions of Counsel in which such details
                  are given, or (2) stating that, in the opinion of such
                  counsel, no such action shall be necessary to preserve and
                  protect such interest.

         SECTION 17.03     LIMITATION ON RIGHTS OF CERTIFICATEHOLDERS

                  (a)      The death or incapacity of any Certificateholder
shall not operate to terminate this Agreement or the Trust, nor entitle such
Certificateholder's legal representatives or heirs to claim an accounting or to
take any action or commence any proceeding in any court for a partition or
winding up of the Trust, nor otherwise affect the rights, obligations, and
liabilities of the parties to this Agreement or any of them. No
Certificateholder shall have any right to vote (except as provided in Section
14.04, 17.01 or 17.07) or in any manner otherwise control the operation and
management of the Trust, or the obligations of the parties to this Agreement,
nor shall anything in this Agreement set forth, or contained in the terms of the
Certificates, be construed so as to constitute the Certificateholders from time
to time as partners or members of an association; nor shall any
Certificateholder be under any liability to any third person by reason of any
action taken pursuant to any provision of this Agreement.

                  (b)      No Certificateholder shall have any right by virtue
or by availing itself of any provisions of this Agreement to institute any suit,
action, or proceeding in equity or at law upon or under or with respect to this
Agreement, unless such Holder previously shall have given to the Trustee a
written notice of default and of the continuance thereof, as hereinbefore
provided, and unless also the Holders of Certificates evidencing not less than
25% of the Certificate Principal Balance shall have made written request upon
the Trustee to institute such action, suit, or proceeding in its own name as
Trustee under this Agreement and shall have offered to the Trustee such
reasonable indemnity as it may require against the costs, expenses, and
liabilities to be incurred therein or thereby, and the Trustee, for 30 days
after its receipt of such notice, request, and offer of indemnity, shall have
neglected or refused to institute any such action, suit, or proceeding and
during such 30-day period no direction inconsistent with such written request
has been given to the Trustee pursuant to Section 14.04; no one or more Holders
of Certificates shall have any right in any manner whatever by virtue or by
availing itself or themselves of any provisions of this Agreement to affect,
disturb, or prejudice the rights of the Holders of any other of the
Certificates, or to obtain or seek to obtain priority over or preference to any
such Holder, or to enforce any right, under this Agreement except in the manner
provided in this Agreement and for the equal, ratable, and common benefit of all
Certificateholders. For the protection and enforcement of the provisions of this
Section 17.03, each Certificateholder and the Trustee shall be entitled to such
relief as can be given either at law or in equity.

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<PAGE>

         SECTION 17.04     GOVERNING LAW. THE AGREEMENT SHALL BE CONSTRUED IN
ACCORDANCE WITH THE LAWS OF THE STATE OF NEW YORK APPLICABLE TO AGREEMENTS MADE
AND TO BE PERFORMED WITHIN THE STATE OF NEW YORK, AND THE OBLIGATIONS, RIGHTS,
AND REMEDIES OF THE PARTIES UNDER THIS AGREEMENT SHALL BE DETERMINED IN
ACCORDANCE WITH SUCH LAWS.

         SECTION 17.05     NOTICES. All demands, notices, and communications
under this Agreement shall be in writing, personally delivered, sent by
facsimile to, sent by courier to or mailed by certified mail, return receipt
requested, and shall be deemed to have been duly given unless otherwise provided
herein, upon receipt (a) in the case of the Depositor to the agent for service
as specified in this Agreement, at the following address: Bay View Transaction
Corporation, 1840 Gateway Drive, San Mateo, California 94404, or at such other
address as shall be designated by the Depositor in a written notice to the
Servicer or Trustee; (b) in the case of the Servicer to the agent for service as
specified in this Agreement, at the following address, Bay View Acceptance
Corporation, 818 Oak Park Road, Covina, California 91724, (c) in the case of the
Trustee, at the Corporate Trust Office. Any notice required or permitted to be
mailed to a Certificateholder shall be given by first class mail, postage
prepaid, at the address of such Holder as shown in the Certificate Register
unless otherwise provided herein. Unless otherwise provided herein, any notice
so mailed within the time prescribed in this Agreement shall be conclusively
presumed to have been duly given, whether or not the Certificateholder shall
receive such notice.

         SECTION 17.06     SEVERABILITY OF PROVISIONS. If any one or more of the
covenants, agreements, provisions, or terms of this Agreement shall be for any
reason whatsoever held invalid, then such covenants, agreements, provisions, or
terms shall be deemed severable from the remaining covenants, agreements,
provisions, or terms of this Agreement and shall in no way affect the validity
or enforceability of the other provisions of this Agreement or of the
Certificates or the rights of the Holders thereof.

         SECTION 17.07     ASSIGNMENT. Notwithstanding anything to the contrary
contained herein, except as provided below or in Sections 12.02 and 13.03 and as
provided in the provisions of this Agreement concerning the resignation of the
Servicer, this Agreement may not be assigned by the Depositor or the Servicer
without the prior written consent of the Trustee, and the Holders of
Certificates not less than 66 2/3% of the Certificate Principal Balance;
provided, that, notwithstanding the foregoing, BVAC may direct or irrevocably
assign payments to which it is entitled under this Agreement to the Depositor or
an Affiliate, upon written notice to the Trustee.

         SECTION 17.08     CERTIFICATES NONASSESSABLE AND FULLY PAID.
Certificateholders shall not be personally liable for obligations of the Trust.
The interests represented by the Certificates shall be nonassessable for any
losses or expenses of the Trust or for any reason whatsoever, and, upon
authentication thereof by the Trustee pursuant to Section 11.02, Certificates
shall be deemed fully paid.

         SECTION 17.09     COUNTERPARTS. For the purpose of facilitating the
execution of the Agreement and for other purposes, the Agreement may be executed
simultaneously in any number of counterparts, each of which counterparts shall
be deemed to be an original, and all of which counterparts shall constitute but
one and the same instrument.

POOLING AND SERVICING AGREEMENT

                                       64

<PAGE>

         SECTION 17.10     THIRD PARTY BENEFICIARY. This Agreement shall inure
to the benefit of the Insurer and its successors and assigns.

POOLING AND SERVICING AGREEMENT

                                       65

<PAGE>

         IN WITNESS WHEREOF, the parties hereto have cause this Pooling and
Servicing Agreement to be duly executed by their respective officers as of the
day and year first above written.

                                             BAY VIEW TRANSACTION CORPORATION as
                                             Depositor

                                             By: _______________________________
                                             Name:______________________________
                                             Title: ____________________________

                                             BAY VIEW ACCEPTANCE CORPORATION
                                             as Servicer

                                             By: _______________________________
                                             Name:______________________________
                                             Title: ____________________________

                                             [_________________________________]
                                             as Trustee

                                             By: _______________________________
                                             Name:______________________________
                                             Title: ____________________________

               [SIGNATURE PAGE TO POOLING AND SERVICING AGREEMENT]

<PAGE>

                                                                       EXHIBIT A

                          [FORM OF CLASS A CERTIFICATE]

PRINCIPAL IN RESPECT OF THIS CLASS A CERTIFICATE IS DISTRIBUTABLE MONTHLY AS SET
FORTH HEREIN. ACCORDINGLY, THE UNPAID PRINCIPAL AMOUNT OF THE FRACTIONAL
INTEREST EVIDENCED HEREBY AT ANY TIME MAY BE LESS THAN THE ORIGINAL PRINCIPAL
AMOUNT SET FORTH HEREIN.

Unless this Certificate is presented by an authorized representative of The
Depository Trust Company, a New York corporation ("DTC"), to the issuer or its
agent for registration of transfer, exchange or payment, and any Certificate
issued is registered in the name of Cede & Co. or in such other name as
requested by an authorized representative of DTC (and any payment is made to
Cede & Co. or to such other entity as is requested by an authorized
representative of DTC), ANY TRANSFER, PLEDGE OR OTHER USE HEREOF FOR VALUE OR
OTHERWISE BY OR TO ANY PERSON IS WRONGFUL inasmuch as the registered owner
thereof, Cede & Co., has an interest herein.

                            BAY VIEW 200__ AUTO TRUST

         _____% CLASS A AUTOMOBILE RECEIVABLE PASS-THROUGH CERTIFICATE

         evidencing a fractional undivided interest in the Trust, as defined
         below, the property of which includes a pool of simple and precomputed
         interest installment loan and security agreements and installment sales
         contracts secured by new and used automobiles, light-duty trucks,
         motorcycles, recreational vehicles, sport utility vehicles, vans and
         van conversions. The contracts were or will be sold to the Trustee by
         Bay View Transaction Corporation.

         (This Certificate does not represent an interest in or obligation of
         Bay View Transaction Corporation or any of its affiliates. Neither this
         Certificate nor the underlying Receivables, as defined below, are
         insured or guaranteed by any government agency).

NUMBER                                                          CUSIP __________
R-__________                                                    $_______________

         THIS CERTIFIES THAT ____________________ is the registered owner of a
__________ dollars nonassessable, fully-paid, fractional undivided interest in
the Bay View 200__ Auto Trust (the "TRUST") formed by Bay View Transaction
Corporation, a Delaware corporation (the "DEPOSITOR"). The Trust was created
pursuant to a Pooling and Servicing Agreement dated as of __________, 200__ (the
"AGREEMENT") between Bay View Transaction Corporation, as Depositor, Bay View
Acceptance Corporation, as Servicer, and ____________________ (the "TRUSTEE"), a
summary of certain of the pertinent provisions of

                                  Exhibit A - 1
<PAGE>

which is set forth below. A copy of the Agreement may be examined during normal
business hours at the Corporate Trust Office of the Trustee by any
Certificateholder upon request. To the extent not otherwise defined herein, the
capitalized terms used herein have the meanings assigned to them in the
Agreement. This Certificate is one of the duly authorized Certificates
designated as "_____% CLASS A AUTOMOBILE RECEIVABLE PASS-THROUGH CERTIFICATES"
(the "CLASS A CERTIFICATES"). This Certificate is issued under and is subject to
the terms, provisions, and conditions of the Agreement, to which Agreement the
holder of this Certificate by virtue of the acceptance hereof assents and by
which such holder is bound. The property of the Trust includes a pool of simple
and precomputed interest loan and security agreements and installment sales
contracts for new and used automobiles, light-duty trucks, motorcycles,
recreational vehicles, sport utility vehicles, vans and van conversions (the
"RECEIVABLES"), monies paid thereon, and all monies due thereon, including
Accrued Interest, after __________, 200__ (but excluding Accrued Interest paid
or due prior to the Closing Date), security interests in the vehicles financed
thereby, certain bank accounts and the proceeds thereof, all documents contained
in the Receivable Files, any property that shall have secured a Receivable and
that shall have been acquired by or on behalf of the Trust, any Liquidation
Proceeds, any rights of the Depositor in proceeds from claims or refunds of
premiums on physical damage, collateral protection, credit life, disability and
hospitalization insurance policies, if any, covering vehicles financed thereby
and the obligors thereunder, the interest of the Depositor in recourse to
dealers relating to certain of the Receivables, the proceeds of all of the
foregoing, amounts on deposit from time to time in the Pre-Funding Account, the
Yield Supplement Account and the Spread Account and the Policy for the benefit
of the Certificateholders.

         Under the Agreement, there will be distributed on the first Business
Day after the ____ day of each month (the "DISTRIBUTION DATE"), commencing
__________, 200__, to the person in whose name this Class A Certificate is
registered at the close of business on the last Business Day of the month
immediately preceding the month of such distribution (the "RECORD DATE"), such
Certificateholder's fractional interest in Class A Monthly Interest and Class A
Monthly Principal. Each Class A Certificateholder's "fractional interest" is
equal to the original principal amount of such Class A Certificateholder's
Certificate, as set forth on the face thereof, divided by the aggregate original
principal amount of all of the Class A Certificates.

         Distributions on this Class A Certificate will be made by the Trustee
by check mailed to the Person entitled thereto without the presentation or
surrender of this Class A Certificate or the making of any notation hereon,
except that with respect to Certificates registered in the name of Cede & Co.,
the nominee registrant for The Depository Trust Company, payments will be made
in the form of immediately available funds. Except as otherwise provided in the
Agreement and notwithstanding the above, the final distribution on this Class A
Certificate will be made after due notice by the Trustee of the pendency of such
distribution and only upon presentation and surrender of this Class A
Certificate at the office or agency maintained for that purpose by the Trustee
in the Borough of Manhattan, The City of New York.

         Unless the certificate of authentication hereon shall have been
executed by a Responsible Officer of the Trustee, by manual or facsimile
signature, this Class A Certificate shall not entitle the holder hereof to any
benefit under the Agreement or be valid for any purpose.

                                  Exhibit A - 2
<PAGE>

         The Class A Certificates do not represent an obligation of, or an
interest in, the Depositor or any affiliate of the Depositor. The Class A
Certificates are limited in right of payment to funds on deposit in the
Pre-Funding Account, certain collections and recoveries respecting the
Receivables and certain amounts in the Yield Supplement Account, all as more
specifically set forth in the Agreement. The Agreement provides for certain
amounts to be deposited into the Spread Account. The limited amount available
from the Spread Account may not be sufficient to make required distributions on
the Class A Certificates. In the event amounts available for withdrawal from the
Certificate Account and the Spread Account are insufficient to make
distributions on the Class A Certificates, the Trustee will draw on the Policy
up to the Policy Amount to pay such deficiency.

         The Agreement permits, with certain exceptions therein provided, the
amendment thereof and the modification of the rights and obligations of the
Depositor and the rights of the Class A Certificateholders under the Agreement
at any time by the Depositor and the Trustee with the consent of the Holders of
Certificates evidencing not less than 51% of the Certificate Principal Balance.
Any such consent by the Holder of this Class A Certificate shall be conclusive
and binding on such Holder and on all future Holders of this Class A Certificate
and of any Class A Certificate issued upon the transfer hereof or in exchange
heretofore or in lieu hereof whether or not notation of such consent is made
upon this Class A Certificate. The Agreement also permits the amendment thereof,
in certain limited circumstances, without the consent of the Holders of any of
the Class A Certificates.

         As provided in the Agreement and subject to certain limitations therein
set forth, the transfer of this Class A Certificate is registrable in the
Certificate Register upon surrender of this Class A Certificate for registration
of transfer at the offices or agencies maintained by the Trustee in its capacity
as Certificate Registrar, or by any successor Certificate Registrar, in the
Borough of Manhattan, The City of New York, accompanied by a written instrument
of transfer in form satisfactory to the Trustee and the Certificate Registrar
duly executed by the holder hereof or such holder's attorney duly authorized in
writing, and thereupon one or more new Class A Certificates of authorized
denominations evidencing the same aggregate interest in the Trust will be issued
to the designated transferee.

         The Class A Certificates are issuable only as registered Class A
Certificates without coupons in denominations of $1,000 and integral multiples
thereof; provided, however, that one Class A Certificate may be issued in a
denomination that represents any residual amount and that such Class A
Certificate shall be retained by the Depositor. As provided in the Agreement and
subject to certain limitations therein set forth, Class A Certificates are
exchangeable for new Class A Certificates of authorized denominations evidencing
the same aggregate denomination, as requested by the holder surrendering the
same.

         No service charge will be made for any such registration of transfer or
exchange, but the Trustee may require payment of a sum sufficient to cover any
tax or governmental charges payable in connection therewith.

         The Trustee, the Certificate Registrar, and any agent of the Trustee or
the Certificate Registrar may treat the person in whose name this Class A
Certificate is registered as the owner

                                  Exhibit A - 3
<PAGE>

hereof for all purposes, and neither the Trustee, the Certificate Registrar, nor
any such agent shall be affected by any notice to the contrary.

         The obligations and responsibilities to the Class A Certificateholders
created by the Agreement and the Trust created thereby shall terminate upon the
payment to Class A Certificateholders of all amounts required to be paid to them
pursuant to the Agreement and the disposition of all property held as part of
the Trust. The Servicer of the Receivables may at its option purchase the corpus
of the Trust at a price specified in the Agreement, and such purchase of the
Receivables and other property will effect early retirement of the Class A
Certificates; however, such right of purchase is exercisable only as of a Record
Date as of which the Certificate Principal Balance is less than or equal to 10%
of the original aggregate principal balance of the Receivables.

         No recourse shall be had for the payment of the principal of or
interest on this Certificate, or for any claim based hereon, or otherwise in
respect hereof, or based on or in respect of the Agreement, against any
incorporator, stockholder, officer or director, as such, past, present, or
future, of the Depositor or Servicer or of any successor at law or by the
enforcement of any assessment or penalty or otherwise, all such liability being,
by the acceptance hereof and as part of the consideration for the issue hereof,
expressly waived and released.

         Although this Class A Certificate summarizes certain provisions of the
Agreement, this Class A Certificate does not purport to summarize the Agreement
and reference is made to the Agreement for information with respect to the
interests, rights, benefits, obligations, proceeds and duties evidenced hereby
and the rights, duties and obligations of the Trustee. In the event of any
inconsistency or conflict between the terms of this Class A Certificate and the
terms of the Agreement, the terms of the Agreement shall control. By acceptance
of this Certificate, the holder agrees to be bound by the foregoing provisions
and the terms of the Tax Partnership Agreement included as an annex to the
Agreement.

         IN WITNESS WHEREOF, the Trustee on behalf of the Trust and not in its
individual capacity has caused this Class A Certificate to be duly executed.

Dated __________, 200__                      BAY VIEW 200__ AUTO TRUST

                                             By: _______________________________
                                                 as Trustee

                                             By: _______________________________
                                                 Responsible Officer

                                  Exhibit A - 4
<PAGE>

                          CERTIFICATE OF AUTHENTICATION

                     THIS IS ONE OF THE CLASS A CERTIFICATES
                  REFERRED TO IN THE WITHIN-MENTIONED AGREEMENT

                                             ___________________________________
                                             AS TRUSTEE

DATED: __________, 200__                     By: _______________________________
                                                 Responsible Officer

                                  Exhibit A - 5
<PAGE>

                                   ASSIGNMENT

         FOR VALUE RECEIVED the undersigned hereby sells, assigns and transfers
unto

PLEASE INSERT SOCIAL SECURITY
OR OTHER IDENTIFYING NUMBER
OF ASSIGNEE

________________________________________________________________________________
(Please print or typewrite name and address, including postal zip code, of
assignee)

________________________________________________________________________________
the within Class A Certificate, and all rights thereunder, hereby irrevocably
constituting and appointing

______________________________________Attorney to transfer said Class A
Certificate on the books of the Certificate Registrar, with full power of
substitution in the premises.

Dated:                                       ___________________________________
                                                 Signature Guaranteed:

                                                                               *
                                             ___________________________________

* NOTICE: The signature to this assignment must correspond with the name as it
appears upon the face of the within Class A Certificate in every particular,
without alteration, enlargement or any change whatever. Such signature must be
guaranteed by a member of the New York Stock Exchange or a commercial bank,
trust company, savings bank or other savings and loan institution.

                                  Exhibit A - 6
<PAGE>

                                                                       EXHIBIT B

                          [FORM OF CLASS B CERTIFICATE]

THIS CERTIFICATE IS SUBORDINATE IN RIGHT OF PAYMENT TO THE CLASS A CERTIFICATES
AS DESCRIBED IN THE AGREEMENT REFERRED TO HEREIN.

PRINCIPAL IN RESPECT OF THIS CLASS B CERTIFICATE IS DISTRIBUTABLE MONTHLY AS SET
FORTH HEREIN. ACCORDINGLY, THE UNPAID PRINCIPAL AMOUNT OF THE FRACTIONAL
INTEREST EVIDENCED HEREBY AT ANY TIME MAY BE LESS THAN THE ORIGINAL PRINCIPAL
AMOUNT SET FORTH HEREIN.

Unless this Certificate is presented by an authorized representative of The
Depository Trust Company, a New York corporation ("DTC"), to the issuer or its
agent for registration of transfer, exchange or payment, and any Certificate
issued is registered in the name of Cede & Co. or in such other name as
requested by an authorized representative of DTC (and any payment is made to
Cede & Co. or to such other entity as is requested by an authorized
representative of DTC), ANY TRANSFER, PLEDGE OR OTHER USE HEREOF FOR VALUE OR
OTHERWISE BY OR TO ANY PERSON IS WRONGFUL inasmuch as the registered owner
thereof, Cede & Co., has an interest herein.

                            BAY VIEW 200__ AUTO TRUST

         _____% CLASS B AUTOMOBILE RECEIVABLE PASS-THROUGH CERTIFICATE

         evidencing a fractional undivided interest in the Trust, as defined
         below, the property of which includes a pool of simple and precomputed
         interest installment loan and security agreements and installment sales
         contracts secured by new and used automobiles, light-duty trucks,
         motorcycles, recreational vehicles, sport utility vehicles, vans and
         van conversions. The contracts were sold to the Trustee by Bay View
         Transaction Corporation.

         (This Certificate does not represent an interest in or obligation of
         Bay View Transaction Corporation or any of its affiliates. Neither this
         Certificate nor the underlying Receivables, as defined below, are
         insured or guaranteed by any government agency).

NUMBER                                                          CUSIP __________
R-__________                                                    $_______________

         THIS CERTIFIES THAT ____________________ is the registered owner of a
__________ dollars nonassessable, fully-paid, fractional undivided interest in
the Bay View 200__ Auto Trust (the "TRUST") formed by Bay View Transaction
Corporation, a Delaware corporation (the "DEPOSITOR"). The Trust was created
pursuant to a Pooling and Servicing Agreement dated as of __________, 200__ (the
"AGREEMENT") between Bay View Transaction Corporation, as Depositor, Bay View
Acceptance Corporation, as Servicer, and ____________________ (the "TRUSTEE"), a
summary of certain of the pertinent provisions of

                                  Exhibit B- 1
<PAGE>

which is set forth below. A copy of the Agreement may be examined during normal
business hours at the Corporate Trust Office of the Trustee by any
Certificateholder upon request. To the extent not otherwise defined herein, the
capitalized terms used herein have the meanings assigned to them in the
Agreement. This Certificate is one of the duly authorized Certificates
designated as "_____% CLASS B AUTOMOBILE RECEIVABLE PASS-THROUGH CERTIFICATES"
(the "CLASS B CERTIFICATES"). This Certificate is issued under and is subject to
the terms, provisions, and conditions of the Agreement, to which Agreement the
holder of this Certificate by virtue of the acceptance hereof assents and by
which such holder is bound. The property of the Trust includes a pool of simple
and precomputed interest loan and security agreements and installment sales
contracts for new and used automobiles, light-duty trucks, motorcycles,
recreational vehicles, sport utility vehicles, vans and van conversions (the
"RECEIVABLES"), monies paid thereon, and all monies due thereon, including
Accrued Interest, after __________, 200__ (but excluding Accrued Interest paid
or due prior to the Closing Date), security interests in the vehicles financed
thereby, certain bank accounts and the proceeds thereof, all documents contained
in the Receivable Files, any property that shall have secured a Receivable and
that shall have been acquired by or on behalf of the Trust, any Liquidation
Proceeds, any rights of the Depositor in proceeds from claims or refunds of
premiums on physical damage, lender's collateral protection, credit life,
disability and hospitalization insurance policies covering vehicles financed
thereby and the obligors thereunder, the interest of the Depositor in recourse
to dealers relating to certain of the Receivables, the proceeds of all of the
foregoing, amounts on deposit from time to time in the Pre-Funding Account, the
Yield Supplement Account and the Spread Account and the Policy for the benefit
of the Certificateholders.

         Under the Agreement, there will be distributed on the first Business
Day after the ____ day of each month (the "DISTRIBUTION DATE"), commencing on
__________, 200__, to the person in whose name this Class B Certificate is
registered at the close of business on the last Business Day of the month
immediately preceding the month of such distribution (the "RECORD DATE"), such
Certificateholder's fractional interest in Class B Monthly Interest and Class B
Monthly Principal to the extent of funds available therefor. Each Class B
Certificateholder's "fractional interest" is equal to the original principal
amount of such Class B Certificateholder's Certificate, as set forth on the face
thereof, divided by the aggregate original principal amount of all of the Class
B Certificates. This Class B Certificate is subordinated in the right of payment
to the Class A Certificates as described in the Agreement.

         Distributions on this Class B Certificate will be made by the Trustee
by check mailed to the Person entitled thereto without the presentation or
surrender of this Class B Certificate or the making of any notation hereon,
except that with respect to Certificates registered in the name of Cede & Co.,
the nominee registrant for The Depository Trust Company, payments will be made
in the form of immediately available funds. Except as otherwise provided in the
Agreement and notwithstanding the above, the final distribution on this Class B
Certificate will be made after due notice by the Trustee of the pendency of such
distribution and only upon presentation and surrender of this Class B
Certificate at the office or agency maintained for that purpose by the Trustee
in the Borough of Manhattan, The City of New York.

         Unless the certificate of authentication hereon shall have been
executed by a Responsible Officer of the Trustee, by manual or facsimile
signature, this Class B Certificate shall not entitle the holder hereof to any
benefit under the Agreement or be valid for any purpose.

                                  Exhibit B- 2
<PAGE>

         The Class B Certificates do not represent an obligation of, or an
interest in, the Depositor or any affiliate of the Depositor. The Class B
Certificates are limited in right of payment to certain collections and
recoveries respecting the Receivables and certain amounts in the Yield
Supplement Account, all as more specifically set forth in the Agreement. The
Agreement provides for certain amounts to be deposited into the Spread Account.
The limited amount available from the Spread Account may not be sufficient to
make required distributions on the Class B Certificates. In the event amounts
available for withdrawal from the Certificate Account and the Spread Account are
insufficient to make distributions on the Class B Certificates, the Trustee will
draw on the Policy up to the Policy Amount to pay such deficiency.

         The Agreement permits, with certain exceptions therein provided, the
amendment thereof and the modification of the rights and obligations of the
Depositor and the rights of the Class B Certificateholders under the Agreement
at any time by the Depositor and the Trustee with the consent of the Holders of
Certificates evidencing not less than 51% of the Certificate Principal Balance.
Any such consent by the Holder of this Class B Certificate shall be conclusive
and binding on such Holder and on all future Holders of this Class B Certificate
and of any Class B Certificate issued upon the transfer hereof or in exchange
hereof or in lieu hereof whether or not notation of such consent is made upon
this Class B Certificate. The Agreement also permits the amendment thereof, in
certain limited circumstances, without the consent of the Holders of any of the
Class B Certificates.

         As provided in the Agreement and subject to certain limitations therein
set forth, the transfer of this Class B Certificate is registrable in the
Certificate Register upon surrender of this Class B Certificate for registration
of transfer at the offices or agencies maintained by the Trustee in its capacity
as Certificate Registrar, or by any successor Certificate Registrar, in the
Borough of Manhattan, The City of New York, accompanied by a written instrument
of transfer in form satisfactory to the Trustee and the Certificate Registrar
duly executed by the holder hereof or such holder's attorney duly authorized in
writing, and thereupon one or more new Class B Certificates of authorized
denominations evidencing the same aggregate interest in the Trust will be issued
to the designated transferee.

         The Class B Certificates are issuable only as registered Class B
Certificates without coupons in denominations of $1,000 and integral multiples
thereof; provided, however, that one Class B Certificate may be issued in a
denomination that represents any residual amount and that such Class B
Certificate shall be retained by the Depositor. As provided in the Agreement and
subject to certain limitations therein set forth, Class B Certificates are
exchangeable for new Class B Certificates of authorized denominations evidencing
the same aggregate denomination, as requested by the holder surrendering the
same.

         No service charge will be made for any such registration of transfer or
exchange, but the Trustee may require payment of a sum sufficient to cover any
tax or governmental charges payable in connection therewith.

         The Trustee, the Certificate Registrar, and any agent of the Trustee or
the Certificate Registrar may treat the person in whose name this Class B
Certificate is registered as the owner hereof for all purposes, and neither the
Trustee, the Certificate Registrar, nor any such agent shall be affected by any
notice to the contrary.

                                  Exhibit B- 3
<PAGE>

         The obligations and responsibilities to the Class B Certificateholders
created by the Agreement and the Trust created thereby shall terminate upon the
payment to Class B Certificateholders of all amounts required to be paid to them
pursuant to the Agreement and the disposition of all property held as part of
the Trust. The Servicer of the Receivables may at its option purchase the corpus
of the Trust at a price specified in the Agreement, and such purchase of the
Receivables and other property of the Trust will effect early retirement of the
Class B Certificates; however, such right of purchase is exercisable only as of
a Record Date as of which the Certificate Principal Balance is less than or
equal to 10% of the original aggregate principal balance of the Receivables.

         No recourse shall be had for the payment of the principal of or
interest on this Certificate, or for any claim based hereon, or otherwise in
respect hereof, or based on or in respect of the Agreement, against any
incorporator, stockholder, officer or director, as such, past, present, or
future, of the Depositor or Servicer or of any successor at law or by the
enforcement of any assessment or penalty or otherwise, all such liability being,
by the acceptance hereof and as part of the consideration for the issue hereof,
expressly waived and released.

         Although this Class B Certificate summarizes certain provisions of the
Agreement, this Class B Certificate does not purport to summarize the Agreement
and reference is made to the Agreement for information with respect to the
interests, rights, benefits, obligations, proceeds and duties evidenced hereby
and the rights, duties and obligations of the Trustee. In the event of any
inconsistency or conflict between the terms of this Class B Certificate and the
terms of the Agreement, the terms of the Agreement shall control. By acceptance
of this Certificate, the holder agrees to be bound by the foregoing provisions
and the terms of the Tax Partnership Agreement included as an annex to the
Agreement.

         IN WITNESS WHEREOF, the Trustee on behalf of the Trust and not in its
individual capacity has caused this Class B Certificate to be duly executed.

Dated __________, 200__                      BAY VIEW 200__ AUTO TRUST

                                             By: _______________________________
                                                 as Trustee

                                             By: _______________________________
                                                 Responsible Officer

                                  Exhibit B- 4
<PAGE>

                          CERTIFICATE OF AUTHENTICATION

                     THIS IS ONE OF THE CLASS B CERTIFICATES
                  REFERRED TO IN THE WITHIN-MENTIONED AGREEMENT

                                             ___________________________________
                                             AS TRUSTEE

DATED: __________, 200__                     By: _______________________________
                                                 Responsible Officer

                                  Exhibit B - 5
<PAGE>

                                   ASSIGNMENT

         FOR VALUE RECEIVED the undersigned hereby sells, assigns and transfers
unto

PLEASE INSERT SOCIAL SECURITY
OR OTHER IDENTIFYING NUMBER
OF ASSIGNEE

________________________________________________________________________________
(Please print or typewrite name and address, including postal zip code, of
assignee)

________________________________________________________________________________
the within Class B Certificate, and all rights thereunder, hereby irrevocably
constituting and appointing

_________________________________________Attorney to transfer said Class B
Certificate on the books of the Certificate Registrar, with full power of
substitution in the premises.

Dated:
                                             ___________________________________
                                                Signature Guaranteed:

                                                                               *
                                             ___________________________________

* NOTICE: The signature to this assignment must correspond with the name as it
appears upon the face of the within Class B Certificate in every particular,
without alteration, enlargement or any change whatever. Such signature must be
guaranteed by a member of the New York Stock Exchange or a commercial bank,
trust company, savings bank or other savings and loan institution.

                                  Exhibit B- 6
<PAGE>

                                                                       EXHIBIT C

THIS CLASS IC CERTIFICATE HAS NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF
1933, AS AMENDED. NEITHER THIS CLASS IC CERTIFICATE NOR ANY PORTION HEREOF MAY
BE TRANSFERRED, ASSIGNED, EXCHANGED OR OTHERWISE PLEDGED OR CONVEYED EXCEPT IN
COMPLIANCE WITH THE REGISTRATION PROVISIONS OF SUCH ACT OR PURSUANT TO AN
AVAILABLE EXEMPTION FROM SUCH REGISTRATION PROVISIONS.

                          BAY VIEW 200_____ AUTO TRUST
                         CLASS IC AUTOMOBILE RECEIVABLE
                               BACKED CERTIFICATE

evidencing an undivided interest in the Trust, as defined below, the property of
which includes a pool of simple interest installment loan and security
agreements and installment sales contracts secured by new and used automobiles,
light-duty trucks, motorcycles, recreational vehicles, sport utility vehicles
and vans. The contracts were sold to the Trust by Bay View Transaction
Corporation. (This Class IC Certificate does not represent an interest in or
obligation of Bay View Transaction Corporation or any of its affiliates. Neither
this Class IC Certificate nor the underlying Receivables, as defined below, are
insured or guaranteed by any other government agency).

NUMBER                     IC-1

         THIS CERTIFIES THAT Bay View Transaction Corporation, a Delaware
corporation, is the registered owner of a nonassessable, fully-paid interest in
the Bay View 200_____ Auto Trust (the "Trust") formed by Bay View Transaction
Corporation. The Trust was created pursuant to a Pooling and Servicing Agreement
dated as of __________ (the "Agreement") among Bay View Transaction Corporation
as Depositor, Bay View Acceptance Corporation as Servicer and _______________ as
Trustee (the "Trustee"), a summary of certain of the pertinent provisions of
which is set forth below. A copy of the Agreement may be examined during normal
business hours at the Corporate Trust Office of the Trustee by any
Certificateholder upon request. To the extent not otherwise defined herein, the
capitalized terms used herein have the meanings assigned to them in the
Agreement. This Class IC Certificate is issued under and is subject to the
terms, provisions, and conditions of the Agreement, to which Agreement the
holder of this Class IC Certificate by virtue of the acceptance hereof assents
and by which such holder is bound. The property of the Trust includes a pool of
simple and precomputed interest loan and security agreements and installment
sales contracts for new and used automobiles, light-duty trucks, motorcycles,
recreational vehicles, sport utility vehicles and vans (the "Receivables"), all
monies paid on the Receivables, and all monies due thereon, after the Cutoff
Date with respect to the Receivables held by the Servicer, security interests in
the vehicles financed thereby, certain bank accounts and the proceeds thereof,
all documents contained in the Receivable Files, any property that shall have
secured a Receivable and that shall have been acquired by or on behalf of the
Trust, any Liquidation Proceeds, proceeds from claims or refunds of premiums on
physical damage, lender's collateral protection, credit life, disability and

                                  Exhibit C- 1
<PAGE>

hospitalization insurance policies, if any, covering vehicles financed thereby
and the obligors thereunder, certain interests of the Depositor in recourse to
dealers relating to certain of the Receivables, the proceeds of all of the
foregoing, and the Policy for the benefit of the Class A Certificateholders and
Class B Certificateholders.

         This Class IC Certificate represents an interest in certain assets of
the Trust, including the right to receive a portion of the Collections and other
amounts at the times and in the amounts specified in the Agreement. In addition
to the Class IC Certificate, two classes of Certificates representing undivided
interests in the Trust, the Class A Certificates and Class B Certificates shall
be issued pursuant to the Agreement. The Class A Certificates and Class B
Certificates are senior in right and interest to the Class IC Certificate.

         Unless the certificate of authentication hereon shall have been
executed by a Responsible Officer of the Trustee, by manual or facsimile
signature, this Class IC Certificate shall not entitle the holder hereof to any
benefit under the Agreement or be valid for any purpose. Registration of
transfer of the Class IC Certificate to a person may not be effected unless the
Trustee receives an Opinion of Counsel, satisfactory to it, to the effect that
such transfer may be made in reliance upon an exemption from the registration
requirements of the Securities Act of 1933, as amended. Notwithstanding the
foregoing, the Depositor shall have no obligation to register this Class IC
Certificate under the Securities Act of 1933, as amended.

         The obligations and responsibilities created by the Agreement and the
Trust created thereby shall terminate upon the payment to Certificateholders of
all amounts required to be paid to them pursuant to the Agreement and the
disposition of all property held as part of the Trust. The Servicer may purchase
the corpus of the Trust at a price not to be less than the price specified in
the Agreement, and such sale of the Receivables and other property of the Trust
will effect early retirement of the Certificates; however, such right is
exercisable only as of a Record Date as of which the Certificate Balance is less
than or equal to 10% of the original aggregate principal balance of the
Receivables. The Class IC Certificateholder is required to pay any unpaid fees
and expenses of the Trustee and in connection with such disposition is also
responsible for paying certain obligations of the Trust, as set forth in Section
16.02 of the Agreement.

         Although this Certificate summarizes certain provisions of the
Agreement, this Certificate does not purport to summarize the Agreement and
reference is made to the Agreement for information with respect to the
interests, rights, benefits, obligations, proceeds and duties evidenced hereby
and the rights, duties and obligations of the Trustee. In the event of any
inconsistency or conflict between the terms of this Certificate and the terms of
the Agreement, the terms of the Agreement shall control. By acceptance of this
Certificate, the holder agrees to be bound by the foregoing provisions and the
terms of the Tax Partnership Agreement included as an annex to the Agreement.

                                  Exhibit C- 2
<PAGE>

         IN WITNESS WHEREOF, the Trustee on behalf of the Trust and not in its
individual capacity has caused this Certificate to be duly executed.

Dated:__________________                     BAY VIEW 200_________ AUTO TRUST

                                             By: _______________________________
                                                 as Trustee

                                             By: _______________________________
                                                 Responsible Officer

                                  Exhibit C- 3
<PAGE>

                          CERTIFICATE OF AUTHENTICATION
                        THIS IS THE CLASS IC CERTIFICATE
                       REFERRED TO IN THE WITHIN-MENTIONED
                                    AGREEMENT

                                             ___________________________________
                                             AS TRUSTEE

Dated:________________, 200__               By: ________________________________
                                                Responsible Officer

                                  Exhibit C- 4
<PAGE>

                                   ASSIGNMENT

         FOR VALUE RECEIVED the undersigned hereby sells, assigns and transfers
unto

PLEASE INSERT SOCIAL SECURITY
OR OTHER IDENTIFYING NUMBER
OF ASSIGNEE

________________________________________________________________________________
(Please print or typewrite name and address, including postal zip code, of
assignee)

________________________________________________________________________________
the within Class IC Certificate, and all rights thereunder, hereby irrevocably
constituting and appointing

____________________________________Attorney to transfer said Class IC
Certificate on the books of the Certificate Registrar, with full power of
substitution in the premises.

Dated:
                                             ___________________________________
                                                 Signature Guaranteed:

                                             ___________________________________

* NOTICE: The signature to this assignment must correspond with the name as it
appears upon the face of the within Class IC Certificate in every particular,
without alteration, enlargement or any change whatever. Such signature must be
guaranteed by a member of the New York Stock Exchange or a commercial bank,
trust company, savings bank or other savings and loan institution.

                                  Exhibit C- 5

<PAGE>

                                                                       EXHIBIT D

                          FORM OF DEPOSITORY AGREEMENT

                                  EXHIBIT D - 1
<PAGE>

                                                                       EXHIBIT E

                     FORM OF SUBSEQUENT TRANSFER ASSIGNMENT

         For value received, in accordance with the Pooling and Servicing
Agreement (the "POOLING AND SERVICING AGREEMENT") dated as of __________, 200__
between Bay View Transaction Corporation, as depositor (the "DEPOSITOR"), Bay
View Acceptance Corporation, as servicer (the "SERVICER") and
____________________, a __________ corporation, as trustee (the "TRUSTEE"), the
Depositor does hereby sell, assign, transfer and otherwise convey unto the
Trust, without recourse (except as expressly provided in the Pooling and
Servicing Agreement), all right, title and interest of the Depositor in and to
(i) the Subsequent Receivables, having an aggregate Principal Balance equal to
$__________, set forth in Schedule A hereto (which shall supplement Schedule A
to the Pooling and Servicing Agreement) and all monies due thereon on or after
__________, 200__ (the "SUBSEQUENT CUTOFF DATE"), in the case of Subsequent
Receivables and certain monies received thereon on the after the Subsequent
Cutoff Date; (ii) the security interests in the Financed Vehicles granted by the
Obligors pursuant to the Subsequent Receivables; (iii) any Liquidation Proceeds
and any proceeds from claims or refunds of premiums on any physical damage,
lender's partial deductibility, credit life, disability and hospitalization
insurance policies covering Financed Vehicles or Obligors; (iv) the interest of
the Depositor in any proceeds from recourse to Dealers relating to the
Receivables; and (v) all proceeds of the foregoing. The foregoing sale does not
constitute and is not intended to result in any assumption by the Trust of any
obligation of the Depositor to the Obligors, insurers or any other person in
connection with the Subsequent Receivables, Receivable Files, any insurance
policies or any agreement or instrument relating to any of them.

         The Depositor does not convey to the Trustee any interest in any
contracts with Dealers related to any "dealer reserve" or any rights to the
recapture of any dealer reserve.

         This Assignment is made pursuant to and upon the representations,
warranties and agreements on the part of the Depositor contained in the Pooling
and Servicing Agreement (including the Officers' Certificate of the Depositor
accompanying this Assignment, in the form of Annex A hereto) and is to be
governed in all respects by the Pooling and Servicing Agreement.

         Capitalized terms used herein and not otherwise defined herein shall
have the meanings assigned to them in the Pooling and Servicing Agreement.

         IN WITNESS WHEREOF, the undersigned has caused this Assignment to be
duly executed as of __________, 200__.

                                  EXHIBIT E - 1
<PAGE>

                                             BAY VIEW TRANSACTION CORPORATION,
                                             as Depositor

                                             By: _______________________________

                                             Name: _____________________________
                                             Title: ____________________________

                                  EXHIBIT E - 2
<PAGE>

                                                                         ANNEX A

                        BAY VIEW TRANSACTION CORPORATION
                              OFFICER'S CERTIFICATE

         The undersigned, ____________________, duly qualified and elected
__________ of Bay View Transaction Corporation, in connection with the
conveyance of Subsequent Receivables to Bay View 200__ Auto Trust (the "TRUST")
pursuant to Section 3.02 of the Pooling and Servicing Agreement (the "POOLING
AND SERVICING AGREEMENT") dated as of __________, 200__ between Bay View
Transaction Corporation, as depositor (the "DEPOSITOR"), Bay View Acceptance
Corporation, as servicer (the "SERVICER") and ____________________, a __________
corporation, as trustee (the "TRUSTEE"), and the Subsequent Transfer Assignment
dated as of the date hereof from the Depositor, hereby certifies that:

         The Depositor shall have deposited in the Certificate Account all
collections in respect of the Subsequent Receivables.

         As of each Subsequent Transfer date, the Depositor was not insolvent
nor will it have been made insolvent by such transfer nor is it aware of any
pending insolvency.

         The Funding Period shall not have terminated.

         The Subsequent Receivables to be conveyed to the Trust on the
Subsequent Transfer Date, shall meet the following criteria: (I) not more than
_____% of the Principal Balances of the Subsequent Receivables in the Trust will
represent financing of used vehicles; (II) the weighted average Note Rate of the
Subsequent Receivables will not be less than _____%; (III) no Subsequent
Receivable shall have a Note Rate of less than the sum of the Class A
Pass-Through Rate and the Servicing Rate; (IV) the weighted average remaining
term (as of the Subsequent Cutoff Date) of the Subsequent Receivables shall not
be greater than _____ months; and (V) no Subsequent Receivable will have a final
Schedule Payment due later than __________.

         Each of the representations and warranties made by the Depositor
pursuant to Section 12.01 with respect to the Subsequent Receivables shall be
true and correct as of the related Subsequent Transfer Date with the same effect
as if then made, and the Depositor shall have performed all obligations to be
performed by it hereunder on or prior to such Subsequent Transfer Date.

         The Depositor shall, at its own expense, on or prior to the Subsequent
Transfer Date indicate in its computer files that the Subsequent Receivables
identified in the Subsequent Transfer Assignment have been sold to the Trust
pursuant to this Agreement and the Subsequent Transfer Assignment.

         The Depositor shall have taken any action required to maintain the
first perfected ownership interest of the Trust in the Trust assets and the
first perfected security interest of the Trustee in the collateral.

                                   Annex A - 1
<PAGE>

         No selection procedures believed by the Depositor to be adverse to the
interest of the Certificateholders shall have been utilized in selecting the
Subsequent Receivables.

         All capitalized terms used but not otherwise defined herein shall have
meanings assigned to them in the Pooling and Servicing Agreement.

         IN WITNESS WHEREOF, I have hereunto set my hand this ____ day of______.

                                             BAY VIEW TRANSACTION CORPORATION,

                                             By: _______________________________

                                             Name: _____________________________
                                             Title: ____________________________

                                   ANNEX A - 2
<PAGE>

                                                                       EXHIBIT 1

                              TRUSTEE'S CERTIFICATE
                            PURSUANT TO SECTION 15.02
                          OF THE POOLING AND SERVICING
                                    AGREEMENT

         ____________________, as trustee (the "TRUSTEE") of the Bay View 200__
Auto Trust created pursuant to the Pooling and Servicing Agreement (the "POOLING
AND SERVICING AGREEMENT") dated as of __________, 200__ among Bay View
Transaction Corporation, as depositor (the "DEPOSITOR"), Bay View Acceptance
Corporation, as servicer (the "SERVICER") and the Trustee, does hereby sell,
transfer, assign, and otherwise convey to the Servicer, without recourse,
representation, or warranty, all of the Trustee's right, title, and interest in
and to all of the Receivables (as defined in the Pooling and Servicing
Agreement) identified in the attached Servicer's Certificate as "PURCHASED
RECEIVABLES," which are to be repurchased by the Servicer pursuant to Section
7.02 and all security and documents relating thereto.

         IN WITNESS WHEREOF, I have hereunto set my hand this ____ day of _____.

                                             [_________________________________]

                                             By: _______________________________

                                             Name: _____________________________
                                             Title: ____________________________

                                  EXHIBIT 1 - 1
<PAGE>

                                                                       EXHIBIT 2

                              TRUSTEE'S CERTIFICATE
                            PURSUANT TO SECTION 15.02
                          OF THE POOLING AND SERVICING
                                    AGREEMENT

         ___________________________, as trustee (the "TRUSTEE") of the Bay View
200__ Auto Trust created pursuant to the Pooling and Servicing Agreement (the
"POOLING AND SERVICING AGREEMENT") dated as of __________, 200__ among Bay View
Transaction Corporation, as depositor (the "DEPOSITOR"), Bay View Acceptance
Corporation, as servicer (the "SERVICER") and the Trustee, does hereby sell,
transfer, assign, and otherwise convey to the Servicer, without recourse,
representation, or warranty, all of the Trustee's right, title, and interest in
and to all of the Receivables (as defined in the Pooling and Servicing
Agreement) identified in the attached Servicer's Certificate as "PURCHASED
RECEIVABLES," which are to be repurchased by the Servicer pursuant to Section
8.07 or 16.02, and all security and documents relating thereto.

         IN WITNESS WHEREOF I have hereunto set my hand this ____ day of ______.

                                             [_________________________________]

                                             By: _______________________________

                                             Name: _____________________________
                                             Title: ____________________________

                                  EXHIBIT 2 - 1
<PAGE>

                                                                       EXHIBIT 3

                         FORM OF SERVICER'S CERTIFICATE
                           TO THE TRUSTEE PURSUANT TO
                             SECTIONS 8.09 AND 9.02
                          OF THE POOLING AND SERVICING
                                    AGREEMENT

                      SERVICER'S CERTIFICATE TO THE TRUSTEE

         Bay View Acceptance Corporation, as Servicer (the "SERVICER") pursuant
to Sections 8.09 and 9.02 of the Pooling and Servicing Agreement dated
__________, 200__ (the "AGREEMENT") for the Bay View 200__ Auto Trust certifies
the following for the purpose of the distributions to be made to the
Certificateholders for the Collection Period preceding the date of this
Servicer's Certificate:

         1.       The amount of aggregate collections on the Receivables is
$__________.

         2.       The aggregate Purchase Amount of the Receivables repurchased
by the Servicer is $__________.

         3.       The net deposit from the Certificate Account to the Payahead
Account is $__________ or net withdrawal from the Payahead Account is
$__________.

         4.       In the case of a net withdrawal from the Payahead Account, the
amount of such withdrawal which constitutes Monthly Interest is $__________, and
the amount with constitutes Monthly Principal is $__________.

         5.       The amount to be withdrawn from the Spread Account is
$__________.

         6.       The aggregate amount of Outstanding Advances on all
Receivables that became Defaulted Receivables is $__________.

         7.       The amount of Class A Monthly Interest, including any overdue
Class A Monthly Interest, is $__________.

         8.       The amount of Class B Monthly Interest, including any overdue
Class B Monthly Interest, is $__________.

         9.       The amount of Class A Monthly Principal is $__________.

         10.      The amount of Class B Monthly Principal is $__________.

         11.      The amount of Monthly Servicing Fee, including overdue Monthly
Servicing Fee, is $__________.

         12.      The amount of Recoveries of Advances is $__________.

                                 EXHIBIT 3 - 1
<PAGE>

         13.      The amount of Liquidation Proceeds on Purchased Receivables
repurchased by the Servicer is $__________.

         14.      The Class A Principal Balance (after giving effect to Monthly
Principal distributions to be made) will be $__________.

         15.      The Class B Principal Balance (after giving effect to Monthly
Principal distributions to be made) will be $__________.

         16.      The Certificate Factor for the Class A Certificates is _____%.

         17.      The Certificate Factor for the Class B Certificates is _____%.

         18.      The remaining Available Spread Amount is $__________.

         19.      The amount of Advances made by the Servicer is $__________.

         20.      The amount to be deposited in the Spread Account is
$__________.

         21.      The amount to be withdrawn from the Spread Account and paid to
the Servicer is $__________.

         22.      The Required Spread Amount is $__________.

         23.      The remaining Pre-Funded Amount in the Pre-Funding Account is
$__________.

         24.      For the Distribution Date on which (or immediately following
the date on which) the Funding Period ends, the amount, if any, remaining in the
Pre-Funding Account after the purchase of all Subsequent Receivables is
$________________.

                                 EXHIBIT 3 - 2
<PAGE>

                                   SCHEDULE A
                               TO THE POOLING AND
                               SERVICING AGREEMENT

                             SCHEDULE OF RECEIVABLES

<TABLE>
<CAPTION>
  Depositor                       Name of                    Amount Financed
Account Number                    Obligor                (as of the Cutoff Date)
--------------                    -------                -----------------------
<S>                               <C>                    <C>
                                                         $
</TABLE>

A COPY OF THE SCHEDULE OF RECEIVABLES, INCLUDING THE ABOVE CAPTIONED INFORMATION
WITH RESPECT TO EACH RECEIVABLE, WAS DELIVERED TO THE TRUSTEE WITH A COUNTERPART
OF THE POOLING AND SERVICING AGREEMENT.

                                 Schedule A - 1
<PAGE>

                                   SCHEDULE B
                               TO THE POOLING AND
                               SERVICING AGREEMENT

                             LOCATION OF RECEIVABLES

         The Receivables will be held at the following Bay View Acceptance
Corporation locations:

         ____________________________
         ____________________________

         ____________________________
         ____________________________

         ____________________________
         ____________________________

         ____________________________
         ____________________________

                                 Schedule B - 1
<PAGE>

                                     ANNEX A

                            TAX PARTNERSHIP AGREEMENT

         1.       Characterization for Tax Purposes. For United States federal
and state income tax purposes, the Depositor's contribution of the Receivables
to the Trust in exchange for interests in the Trust, and the sale by the
Depositor of Class A Certificates and Class B and the retention by the Depositor
of the Class IC Certificate is intended to constitute the formation of a
partnership (the "Tax Partnership") whose partners are the Class A
Certificateholders, the Class B Certificateholders and the Class IC
Certificateholder (which are hereinafter collectively referred to as the "Tax
Partners"). This Tax Partnership shall continue in effect as provided in
Paragraph 3 below. Pursuant to the final regulations adopting the
"check-the-box" classification systems for unincorporated organizations, the
Servicer on behalf of the Tax Partners shall elect to treat the Trust as a
partnership for federal and applicable state and local income tax purposes, and
each Tax Partner irrevocably agrees to be bound by such election. The Tax
Partnership shall not be a partnership to any other extent or for any other
purpose.

         2.       Election with Respect to Subchapter K. Notwithstanding
anything to the contrary, each Tax Partner agrees: (a) not to elect to be
excluded from the application of Subchapter K of Chapter 1 of Subtitle A of the
Code, or any comparable provisions of applicable state laws; and (b) to join in
the execution of such additional documents and elections as may be required in
order to effectuate the foregoing.

         3.       Term. The provisions of this Tax Partnership Agreement shall\
be effective as of the effective date of the sale by the Depositor of the Class
A Certificates (or the Class B Certificates is sold earlier than the Class A
Certificates and the issuance to the Depositor of the Class IC Certificate (the
"Effective Date") and shall continue in full force and effect from and after
such date until the earliest of: (a) the termination of the Agreement pursuant
to its terms; or (b) the mutual agreement of all of the Tax Partners to
terminate the Trust.

         4.       Capital Contributions and Capital Accounts.

                  (a)      The value of the interests contributed by the Class A
         Certificateholders and Class B Certificateholders shall equal the
         amount paid by such Certificateholders for such interests,
         respectively, and such amounts shall constitute the opening balance in
         their Capital Accounts (as hereinafter defined). The value of the
         interests contributed by the Class IC Certificateholder shall equal the
         fair market value of the receivables contributed to the Tax Partnership
         less the value attributed to the Class A Certificateholders and Class B
         Certificateholders, as described above. Such amount shall constitute
         the opening balance in the Class IC Certificateholder's Capital
         Account.

                  (b)      An individual capital account (a "Capital Account")
         shall be maintained for each Tax Partner in compliance with Treasury
         Regulation Sections 1.704-1(b)(2)(iv) and 1.704-2 and accordingly,
         except as otherwise provided herein:

                                   Annex A - 1
<PAGE>

                           (i)      The Capital Account of each Tax Partner
                  shall be credited by (A) the amount of cash and the fair
                  market value of property other than cash contributed (or
                  deemed contributed pursuant to Code Section 708) by such Tax
                  Partner to the Tax Partnership (net of any liabilities assumed
                  by the Tax Partnership upon such contribution or to which such
                  property is subject at the time of such contribution); and (B)
                  the amount of any item of taxable income or gain and the
                  amount of any item of income or gain exempt from tax allocated
                  to such Tax Partner.

                           (ii)     The Capital Account of each Tax Partner
                  shall be debited by (A) the amount of any item of tax
                  deduction or loss allocated to such Tax Partner; (B) such Tax
                  Partner's allocable share, of expenditures not deductible in
                  computing taxable income and not properly chargeable as
                  capital expenditures; and (C) the amount of cash and the fair
                  market value of any property other than cash (net of any
                  liabilities assumed by such Tax Partner or to which such
                  property is subject at the time of distribution) distributed
                  to such Tax Partner.

                           (iii)    Immediately prior to any distribution of
                  property in kind, the Tax Partners' Capital Accounts shall be
                  adjusted by assuming that the distributed properties were sold
                  for cash at their respective fair market values as of the date
                  of distribution and crediting or debiting each Tax Partner's
                  Capital Account with its respective share of the hypothetical
                  gains or losses resulting from such assumed sales in the same
                  manner as gains or losses on actual sales of such properties
                  would be allocated under Paragraph 6 below.

         5.       Federal and State Income Tax Returns and Elections.

                  (a)      The Tax Partners agree that the holder of the Class
         IC Certificate shall serve as the "tax matters partner" (as such term
         is defined in Code Section 6231(a)(7) (the "Tax Matters Partner")) of
         the Tax Partnership. The Tax Matters Partner shall (i) apply to the
         Internal Revenue Service for a taxpayer identification number for the
         Tax Partnership, (ii) elect to adopt the accrual method of accounting
         and, if permitted by applicable federal tax law, the calendar year as
         the Tax Partnership's fiscal year, (iv) make such other elections as it
         deems proper, including, but not limited to, making or causing the
         Trust to make a proper election not to be treated as an association
         taxable as a corporation pursuant to the final "check-the-box"
         regulations issued by the Department of the Treasury on December 17,
         1996 and effective as of January 1, 1997, (v) prepare, execute and file
         the necessary federal and state partnership income tax returns for the
         Tax Partnership and (vi) keep the other Tax Partners informed of all
         material matters that may come to its attention in its capacity as Tax
         Matters Partner. Each Tax Partner agrees to furnish the Tax Matters
         Partner with all pertinent information relating to activities under the
         Agreement and this Annex A which is necessary for the Tax Matters
         Partner to prepare and file federal and state partnership returns. In
         acting as Tax Matters Partner, the Tax Matters Partner shall use its
         best efforts, but shall incur no liability to the other Tax Partners.

                                   ANNEX A - 2
<PAGE>

                  (b)      Within 60 days after the end of each of the Tax
         Partnership's taxable years, the Tax Matters Partner shall send to each
         Tax Partner who has been a Tax Partner at any time during the taxable
         year then ended such tax information as shall be necessary for the
         preparation by such Tax Partner of its Federal income tax return and
         state income and other tax returns, if any, in states where the Tax
         Partnership is organized or is qualified to do business.

         6.       Allocations.

                  (a)      (i)      "Net Income" and "Net Loss" respectively,
         for any period, means the income or losses of the Tax Partnership as
         determined in accordance with the method of accounting followed by the
         Tax Partnership for Federal income tax purposes, including, for all
         purposes, any income exempt from tax and any expenditures of the Tax
         Partnership described in Code Section 705(a)(2)(B); provided, however,
         (i) that any item allocated under Paragraphs 6(b)(iii) or 6(c) shall be
         excluded from the computation of Net Income and Net Loss and (ii) that
         if, as a result of the contribution of an asset whose fair market value
         differs from its adjusted basis for Federal income tax purposes or as a
         result of the revaluation of the Tax Partnership's assets, the book
         value of any Tax Partnership asset differs from its adjusted basis for
         Federal income tax purposes, gain, loss, depreciation and amortization
         with respect to such asset shall be computed using the asset's book
         value consistently with the requirements of Treasury Regulation Section
         1.704-1(b)(2)(iv)(g).

                  (ii)     "Period" shall mean the calendar month; provided that
         as to the month in which the Effective Date occurs, Period shall mean
         the period commencing on the Effective Date and ending on the last day
         of that calendar month, and as to the month in which the Tax
         Partnership terminates, Period shall mean the period beginning on the
         first day of such month and ending on the date of the Tax Partnership's
         termination.

                  (b)      The Tax Partners agree that the Tax Partnership's Net
         Income and Net Loss and each item of income, gain, loss, or deduction
         entering into the computation thereof for any Fiscal Year shall be
         allocated by first allocating the Tax Partnership's Net Income and Net
         Loss (and each item of income, gain, loss, or deduction entering into
         the computation thereof) for each Period within such Fiscal Year (as if
         such Period were a complete fiscal year) and then aggregating the
         allocations for each Period within the Fiscal Year. In the case of the
         transfer of any interest in the Tax Partnership, the items of Net
         Income and Net Loss allocated for any Period with respect to the
         transferred interest shall be allocated to the holder of that interest
         on the first business day of the month following the end of such Period
         (or in the case of the Period in which the Tax Partnership terminates,
         the last day of such Period). If the Tax Matters Partner determines
         that this method of allocation of items of Net Income and Net Loss is
         not consistent with the requirements of the Code and applicable
         Treasury Regulations, it may revise such method of allocation to
         conform with such requirements. The Tax Partnership's Net Income and
         Net Loss for each Period within a Fiscal Year shall be allocated as
         follows in the following order:

                           (i)      Net Income for such Period shall be
                  allocated as follows:

                                   ANNEX A - 3
<PAGE>

                                    (A)      (I)      An amount of Net Income
                           equal to the excess of (x) the sum for such Period
                           and each preceding Period beginning on or after the
                           Effective Date, of (1) the product of the Class A
                           Pass-Through Rate and (2) the Class A Certificate
                           Balance amount for such Period (and each such
                           preceding Period) over (y) all amounts previously
                           allocated to the Class A Certificateholders pursuant
                           to this Paragraph 6(b)(i)(A)(I) shall be allocated
                           100% to the Class A Certificateholders, in proportion
                           to their holdings of Class A Certificates; provided
                           that the product of (1) and (2) in clause (x) shall
                           be computed on the basis of a 360 day year consisting
                           of twelve 30 day months, and that any such product
                           shall be appropriately prorated for any Period that
                           is not a full calendar month in a manner consistent
                           with the computation of cash distributions with
                           respect to such Periods as provided by the Agreement.

                                             (II)     An amount of Net Income
                           equal to the excess of (x) the sum for such Period
                           and each preceding Period beginning on or after the
                           Effective Date, of that portion of any excess of the
                           principal amount of the Class A Certificates over
                           their initial issue price (disregarding accrued
                           interest) that would have accrued with respect to
                           such Periods if the Class A Certificates were
                           indebtedness and such excess were original issue
                           discount over (y) all amounts previously allocated to
                           the Class A Certificateholders pursuant to this
                           Paragraph 6(b)(i)(A)(II) shall be allocated 100% to
                           the Class A Certificateholders, in proportion to
                           their holdings of Class A Certificates.

                                    (B)      (I)      An amount of Net Income
                           equal to the excess of (x) the sum for such Period
                           and each preceding Period beginning on or after the
                           Effective Date, of (1) the product of the Class B
                           Pass-Through Rate and (2) the Class B Certificate
                           Balance amount for such Period (and each such
                           preceding Period) over (y) all amounts previously
                           allocated to the Class B Certificateholders pursuant
                           to this Paragraph 6(b)(i)(B)(I) shall be allocated
                           100% to the Class B Certificateholders, in proportion
                           to their holdings of Class B Certificates; provided
                           that the product of (1) and (2) in clause (x) shall
                           be computed on the basis of a 360 day year consisting
                           of twelve 30 day months, and that any such product
                           shall be appropriately prorated for any Period that
                           is not a full calendar month in a manner consistent
                           with the computation of cash distributions with
                           respect to such Periods as provided by the Agreement.

                                             (II)     An amount of Net Income
                           equal to the excess of (x) the sum for such Period
                           and each preceding Period beginning on or after the
                           Effective Date, of that portion of any excess of the
                           principal amount of the Class B Certificates over
                           their initial issue price (disregarding accrued
                           interest) that would have accrued with respect to
                           such Periods if the Class B Certificates were
                           indebtedness and such excess were original issue
                           discount over (y) all amounts previously allocated to
                           the Class B Certificateholders pursuant to this
                           Paragraph 6(b)(i)(B)(II) shall be

                                   ANNEX A - 4
<PAGE>

                           allocated 100% to the Class B Certificateholders, in
                           proportion to their holdings of Class B Certificates.

                                    (C)      Any remaining Net Income shall be
                           allocated 100% to the Class IC Certificateholder.

                           (ii)     Net Losses for such Periods shall be
                  allocated as follows:

                                    (A)      100% to the Class IC
                           Certificateholder until the Adjusted Capital Account
                           (as hereinafter defined) balance of the Class IC
                           Certificateholders equals zero.

                                    (B)      100% pro rata according to their
                           Adjusted Capital Account Balances to the Class A
                           Certificateholders and Class B Certificateholders, in
                           proportion to their holdings of Class A Certificates
                           and Class B Certificates, until the Adjusted Capital
                           Account balances of the Class A Certificateholders
                           equal zero.

                                    (C)      Any remaining Net Losses shall be
                           allocated 100% to the Class IC Certificateholder.

                           (iii)    Any provision of this Agreement to the
                  contrary notwithstanding, any payment of amounts due and owing
                  the Insurer from time to time or in connection with an
                  optional purchase of all Receivables pursuant to Section 16.02
                  of the Agreement shall be treated as a loss of the Tax
                  Partnership and shall be allocated in the same manner as the
                  Net Loss would be allocated under paragraph 6(b)(ii).

                  (c)      (i)      Any deductions attributable to (w) the
         amortization of premium on the Receivables, (x) payments to the Trustee
         and (y) payments to the Servicer shall be specially allocated to the
         Class IC Certificateholder.

                           (ii)     If there is a net decrease in "partnership
         minimum gain" (within the meaning of Treasury Regulation Section
         1.704-2(d)) for a Fiscal Year, then there shall be allocated to each
         Tax Partner items of income and gain for that year equal to that Tax
         Partner's share of the net decrease in partnership minimum gain (within
         the meaning of Treasury Regulation Section 1.704-2(g)(2)), subject to
         the exceptions set forth in Treasury Regulation Sections 1.704-2(f)(2),
         (3) and (5), provided, that if the Tax Partnership has any discretion
         as to an exception set forth pursuant to Treasury Regulation Section
         1.704-2(f)(5), the Tax Matters Partner may exercise such discretion on
         behalf of the Tax Partnership. In the event the application of the
         minimum gain chargeback requirement would cause a distortion in the
         economic arrangement among the Tax Partners, the Tax Matters Partner
         may request the Commissioner to waive the minimum gain chargeback
         requirement pursuant to Treasury Regulation Section 1.704-2(f)(4). The
         foregoing is intended to be a "minimum gain chargeback" provision as
         described in Treasury Regulation Section 1.704-2(f) and shall be
         interpreted and applied in all respects in accordance with that
         Treasury Regulation. If during a Fiscal Year there

                                   ANNEX A - 5
<PAGE>

         is a net decrease in partner nonrecourse debt minimum gain (as
         determined in accordance with Treasury Regulation Section
         1.704-2(i)(3)), then, in addition to the amounts, if any, allocated
         pursuant to the preceding paragraph, any Tax Partner with a share of
         that partner's nonrecourse debt minimum gain (determined in accordance
         with Treasury Regulation Section 1.704-2(i)(5)) as of the beginning of
         the Fiscal Year shall, subject to the exceptions set forth in Treasury
         Regulation Section 1.704-2(i)(4), including exceptions analogous to
         those provided pursuant to Treasury Regulation Sections 1.704-2(f)(2),
         (3) and (5) (provided, that if the Tax Partnership has any discretion
         as to an exception set forth pursuant to Treasury Regulation Section
         1.704-2(f)(5) as made applicable by Treasury Regulation Section
         1.704-2(i)(4), the Tax Matters Partner may exercise such discretion on
         behalf of the Tax Partnership) be allocated items of income and gain
         for the year (and, if necessary, for succeeding years) equal to that
         Tax Partner's share of the net decrease in the partner nonrecourse
         minimum gain. In the event the application of the minimum gain
         chargeback requirement would cause a distortion in the economic
         arrangement among the Tax Partners, the Tax Matters Partner may request
         the Commissioner to waive the minimum gain chargeback requirement
         pursuant to Treasury Regulation Sections 1.704-2(i)(4) and
         1.704-2(f)(4). The foregoing is intended to be the "chargeback of
         partner nonrecourse debt minimum gain" required by Treasury Regulation
         Section 1.704-2(i)(4) and shall be interpreted and applied in all
         respects in accordance with that Treasury Regulation.

                           (iii)    If during any Fiscal Year of the Tax
         Partnership a Tax Partner unexpectedly receives an adjustment,
         allocation or distribution described in Treasury Regulation Sections
         1.704-1(b)(2)(ii)(d)(4), (5) or (6), which causes or increases a
         deficit balance in the Tax Partner's Adjusted Capital Account (as
         defined below), there shall be allocated to the Tax Partner items of
         income and gain (consisting of a pro rata portion of each item of Tax
         Partnership income, including gross income, and gain for such year) in
         an amount and manner sufficient to eliminate such deficit as quickly as
         possible. The foregoing is intended to be a" qualified income offset"
         provision as described in Treasury Regulation Section
         1.704-1(b)(2)(ii)(d) and shall be interpreted and applied in all
         respects in accordance with the Treasury Regulation. A Tax Partner's
         "Adjusted Capital Account", at any time, shall equal the Tax Partner's
         Capital Account at such time (x) increased by the sum of (A) the amount
         of the Tax Partner's share of partnership minimum gain (as defined in
         Treasury Regulation Section 1.704-2(g)(1) and (3)), (B) the amount of
         the Tax Partner's share of partner nonrecourse debt minimum gain (as
         defined in Treasury Regulation Section 1.704-2(i)(5)), and (C) any
         amount of the deficit balance in its Capital Account and Tax Partner is
         obligated to restore on liquidation of the Tax Partnership and (y)
         decreased by reasonably expected adjustments, allocations and
         distributions described in Treasury Regulation Sections
         1.704-1(b)(2)(ii)(d)(4), (5) and (6).

                           (iv)     Notwithstanding anything to the contrary in
         this Paragraph 6, Tax Partnership losses, deductions, or Code Section
         705(a)(2)(B) expenditures that are attributable to a particular partner
         nonrecourse liability shall be allocated to the Tax Partner that bears
         the economic risk of loss for the liability in accordance with the
         rules of Treasury Regulation Section 1.704-2(i).

                                   ANNEX A - 6
<PAGE>

                           (v)      Notwithstanding any provision of Paragraphs
         6(b) and 6(c)(i), no allocation of items of loss or deduction shall be
         made to a Tax Partner if it would cause the Tax Partner to have a
         negative balance in its Adjusted Capital Account. Allocations of items
         of loss or deduction that would be made to a Tax Partner but for this
         Paragraph 6(c)(v) shall instead be made first to the Class IC
         Certificateholder to the extent not inconsistent with this Paragraph
         6(c)(v), and second, to the Class A Certificateholders in proportion to
         the amounts distributable for the related Period pursuant to Sections
         9.04(a)(iii) of the Agreement. To the extent allocations of items of
         loss or deduction cannot be made to any Tax Partner because of this
         Paragraph 6(c)(v), such allocations shall be made to the Tax Partners
         in accordance with Paragraphs 6(b) and 6(c)(i) notwithstanding this
         Paragraph 6(c)(v).

                           (vi)     To the extent that any item of income, gain,
         loss or deduction has been specially allocated pursuant to Paragraphs
         6(c)(iii) and (v) and such allocation is inconsistent with the way in
         which the same amount otherwise would have been allocated under
         Paragraphs 6(b) and 6(c)(i), subsequent allocations under Paragraph
         6(b) and 6(c)(i) shall be made, to the extent possible and without
         duplication, in a manner consistent with Paragraphs 6(c)(ii), (iii),
         (iv) and (v) which negate as rapidly as possible the effect of all such
         inconsistent allocations. Further to the foregoing, allocations of
         income made pursuant to this Paragraph 6(c) shall be treated as made
         pursuant to clauses (A)(I), (A)(II), (B)(I) or (B)(II) of Paragraph
         6(b)(i) to the extent necessary or appropriate for the allocation rules
         of Paragraph 6(b)(i) to properly reflect the respective economic
         interests of the Tax Partners in the income of the Tax Partnership.

                           (vii)    Any allocations made pursuant to this
         Paragraph 6(c) shall be made in the following order:

                                    (A)      Paragraph 6(c)(ii)

                                    (B)      Paragraph 6(c)(iii)

                                    (C)      Paragraph 6(c)(iv)

                                    (D)      Paragraph 6(c)(vi), and

                                    (E)      Paragraph 6(c)(i).

These provisions shall be applied as if all distributions and allocations were
made at the end of the Fiscal Year. Where any provision depends on the Capital
Account of any Partner, that Capital Account shall be determined after the
operation of all preceding provisions for the year. These allocations shall be
made consistently with the requirements of Treasury Regulation Section
1.704-2(j).

                  (d)      The income, gains, losses, deductions and credits of
         the Tax Partnership for Federal, state and local income tax purposes
         shall be allocated in the same manner as the corresponding items
         entering into the computation of Net Income and Net Losses were
         allocated pursuant to Paragraphs 6(b) and (c) provided that solely for
         Federal, local and state income and franchise tax purposes and not for
         book or Capital Account purposes, income, gain, loss and deduction with
         respect to property properly carried on the Tax Partnership's books at
         a value other than its tax basis shall be allocated (i) in the case of
         property contributed in kind, in accordance with the requirements of
         Code

                                   ANNEX A - 7
<PAGE>

         Section 704(c) and such Treasury Regulations as may be promulgated
         thereunder from time to time, and (ii) in the case of other property,
         in accordance with the principles of Code Section 704(c) and the
         Treasury Regulations thereunder as incorporated among the requirements
         of the relevant provisions of the Treasury Regulations under Code
         Section 704(b).

                  (e)      The Tax Partnership shall comply with all withholding
         requirements under Federal, state and local law and shall remit amounts
         withheld to and file required forms with the applicable jurisdictions.
         To the extent the Tax Partnership is required to withhold and pay over
         any amounts with respect to distributions or allocations to any Tax
         Partner, the amount withheld shall be treated as a distribution to that
         Tax Partner. In the event of any claimed over withholding, Tax Partners
         shall have no claim for recovery against the Tax Partnership or other
         Tax Partners. If the amount withheld was not withheld from actual
         distributions, the Tax Partnership, may at its option, (i) require the
         Tax Partner to reimburse the Tax Partnership for such withholding (and
         each Tax Partner agrees to reimburse the Tax Partnership promptly
         following such request) or (ii) reduce any subsequent distributions by
         the amount of such withholding. If there is a possibility that
         withholding tax is payable with respect to a distribution (such as a
         distribution to a non-U.S. Tax Partner), the Tax Partnership may in its
         sole discretion withhold such amounts in accordance with this Paragraph
         6(e). Each Tax Partner agrees to furnish the Tax Partnership with any
         representations and forms as shall reasonably be requested by the Tax
         Partnership to assist it in determining the extent of, and in
         fulfilling, its withholding obligations. If a Tax Partner wishes to
         apply for a refund of any such withholding tax, the Trustee shall
         reasonably cooperate with such Tax Partner in making such claim as long
         as the Tax Partner agrees to reimburse the Tax Partnership for any
         out-of-pocket expenses incurred.

         7.       Sale of Interests. The Tax Partners agree that any sale by a
         Tax Partner of any ownership interest in a Certificate shall be deemed
         to be a sale of all or a portion of such Tax Partner's interest in the
         Tax Partnership.

         8.       Distributions upon Technical Termination. If it is necessary
to determine the tax consequences of a termination of the Tax Partnership
pursuant to the Code Section 708 (other than a termination caused by final
payments to all Class A Certificateholders and all Class B Certificatesholders),
then the following shall apply:

                  (a)      The Tax Partners' Capital Accounts shall be adjusted
         by:

                           (i)      assuming the sale of all remaining assets at
                  their fair market values as of the date of termination of the
                  Agreement; and

                           (ii)     debiting or crediting each Tax Partner's
                  Capital Account with the Tax Partner's respective share of the
                  hypothetical gains or losses resulting from such assumed sales
                  in the same manner as such Tax Partner's Capital Account would
                  be debited or credited under Paragraph 6 above for gains or
                  losses on actual sales of such properties.

                                   ANNEX A - 8
<PAGE>

                  (b)      All Tax Partnership assets shall be deemed
         distributed to the Tax Partners in accordance with their respective
         Capital Account balances as so adjusted.

This Paragraph 8 shall not affect in any way payments or distributions to which
Tax Partners are entitled under the terms of the Agreement (determined without
regard to this Annex) or their certificates.

         9.       Interpretation. This Annex A is intended to allocate income
and losses in a manner consistent with the economic interests of the Tax
Partners as described in the Agreement and shall be interpreted in a manner
consistent with that intention.

                                   ANNEX A - 9