<PAGE>

                                                                    EXHIBIT 10.5

                                                                  EXECUTION COPY

                      BAY VIEW AUTO RECEIVABLES OWNER TRUST

                                     ISSUER

                                       AND

                               JPMORGAN CHASE BANK

                                INDENTURE TRUSTEE

                                    INDENTURE

                            DATED AS OF JUNE 5, 2003

                                  $250,000,000

                      BAY VIEW AUTO RECEIVABLES OWNER TRUST

               AUTOMOBILE RECEIVABLES-BACKED NOTES, SERIES 2003-1
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                                Table of Contents

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Article I

           Definitions....................................................................................    2

           Section 1.01. General Definitions..............................................................    2

           Section 1.02. Calculations.....................................................................   25

Article II

           The Notes; Reconveyance........................................................................   25

           Section 2.01. General..........................................................................   25

           Section 2.02. Forms of Notes...................................................................   26

           Section 2.03. Payment of Principal and Interest................................................   26

           Section 2.04. Payments to Noteholders..........................................................   27

           Section 2.05. Execution, Authentication, Delivery and Dating...................................   27

           Section 2.06. Registration, Registration of Transfer and Exchange..............................   28

           Section 2.07. Transfer and Exchange............................................................   29

           Section 2.08. Mutilated, Destroyed, Lost or Stolen Notes.......................................   29

           Section 2.09. Persons Deemed Noteholders.......................................................   30

           Section 2.10. Cancellation of Notes............................................................   30

           Section 2.11. Conditions to Closing............................................................   30

           Section 2.12. Funding Events...................................................................   32

           Section 2.13. Fundings.........................................................................   34

           Section 2.14. Fundings by Noteholders..........................................................   35

           Section 2.15. Access to List of Noteholders' Names and Addresses...............................   36

Article III

           Covenants; Collateral; Representations; Warranties.............................................   36

           Section 3.01. Performance of Obligations.......................................................   36

           Section 3.02. Negative Covenants...............................................................   37
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                                Table of Contents
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           Section 3.03. Money for Note Payments..........................................................   37

           Section 3.04. Restriction of Issuer Activities.................................................   39

           Section 3.05. Protection of Trust Estate.......................................................   40

           Section 3.06. Opinions as to Trust Estate......................................................   42

           Section 3.07. Statement as to Compliance.......................................................   43

           Section 3.08. Limitations on Lien..............................................................   43

           Section 3.09. Recording........................................................................   43

           Section 3.10. Agreements Not to Institute Bankruptcy Proceedings; Additional
                   Covenants..............................................................................   43

           Section 3.11. Providing of Notice..............................................................   46

           Section 3.12. Representations and Warranties of the Issuer.....................................   46

           Section 3.13. Representations and Warranties of the Indenture Trustee..........................   50

           Section 3.14. Performance of Obligation........................................................   50

           Section 3.15. Hedge Agreement Provisions.......................................................   52

Article IV

           Administration and Servicing of Receivables....................................................   52

           Section 4.01. Sale and Servicing Agreement.....................................................   52

Article V

           Accounts, Collections, Payments of Interest and Principal, Releases, Spread
           Account, and Statements to Noteholders.........................................................   53

           Section 5.01. Accounts.........................................................................   53

           Section 5.02. Collection Account and Spread Account............................................   56

           Section 5.03. Distribution of Funds in the Collection Account..................................   56

           Section 5.04. Note Payments....................................................................   58

           Section 5.05. Statements to Noteholders; Tax Returns...........................................   59
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                                       ii

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                                Table of Contents
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           Section 5.06. Reports by Indenture Trustee.....................................................   60

           Section 5.07. Final Balances...................................................................   60

Article VI

           Repayment of Notes.............................................................................   60

           Section 6.01. Optional Repayment...............................................................   60

           Section 6.02. Repayment Payments...............................................................   61

           Section 6.03. Cancellation of Notes............................................................   61

           Section 6.04. Release of Collateral............................................................   62

Article VII

           The Indenture Trustee..........................................................................   63

           Section 7.01. Duties of Indenture Trustee......................................................   63

           Section 7.02. Notice of Termination Event, Default, Servicer Event of Default or
                   Event of Default.......................................................................   65

           Section 7.03. Rights of Indenture Trustee......................................................   65

           Section 7.04. Not Responsible for Recitals, Issuance of Notes or Application of
                   Moneys as Directed.....................................................................   66

           Section 7.05. May Hold Notes...................................................................   66

           Section 7.06. Money Held in Trust..............................................................   66

           Section 7.07. Compensation and Reimbursement...................................................   66

           Section 7.08. Eligibility; Disqualification....................................................   68

           Section 7.09. Indenture Trustee's Capital and Surplus..........................................   68

           Section 7.10. Resignation and Removal; Appointment of Successor................................   68

           Section 7.11. Acceptance of Appointment by Successor...........................................   69

           Section 7.12. Merger, Conversion, Consolidation or Succession to Business of
                   Indenture Trustee......................................................................   70

           Section 7.13. Co-trustees and Separate Indenture Trustees......................................   70
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                                Table of Contents
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           Section 7.14. Books and Records................................................................   71

           Section 7.15. Control..........................................................................   71

           Section 7.16. Suits for Enforcement............................................................   72

Article VIII

           Event of Default...............................................................................   72

           Section 8.01. Events of Default................................................................   72

           Section 8.02. Actions of Indenture Trustee.....................................................   73

           Section 8.03. Indenture Trustee May File Proofs of Claim.......................................   74

           Section 8.04. Indenture Trustee May Enforce Claim Without Possession of Notes..................   75

           Section 8.05. Knowledge of Indenture Trustee...................................................   75

           Section 8.06. Limitation on Suits..............................................................   75

           Section 8.07. Unconditional Right of Noteholders to Receive Principal and
                   Interest...............................................................................   75

           Section 8.08. Restoration of Rights and Remedies...............................................   76

           Section 8.09. Rights and Remedies Cumulative...................................................   76

           Section 8.10. Delay or Omission; Not Waiver....................................................   76

           Section 8.11. Control by Noteholders...........................................................   76

           Section 8.12. Waiver of Certain Events by Less than All Noteholders............................   77

           Section 8.13. Undertaking for Costs............................................................   77

           Section 8.14. Waiver of Stay or Extension Laws.................................................   77

           Section 8.15. Sale of Trust Estate.............................................................   77

           Section 8.16. Action on Notes..................................................................   78

Article IX

           Supplemental Indentures........................................................................   79

           Section 9.01. Supplemental Indentures Without Noteholder Approval..............................   79
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           Section 9.02. Supplemental Indentures with Consent of Noteholders..............................   79

           Section 9.03. Execution of Amendments and Supplemental Indentures..............................   80

           Section 9.04. Effect of Amendments and Supplemental Indentures.................................   81

           Section 9.05. Reference in Notes to Amendments and Supplemental Indentures.....................   81

           Section 9.06. Indenture Trustee to Act on Instructions.........................................   81

Article X

           Miscellaneous..................................................................................   81

           Section 10.01. Compliance Certificates and Opinions; Furnishing of Information.................   81

           Section 10.02. Form of Documents Delivered to Indenture Trustee................................   82

           Section 10.03. Acts of Noteholders.............................................................   83

           Section 10.04. Notices, Etc....................................................................   83

           Section 10.05. Notices and Reports to Noteholders; Waiver of Notices...........................   84

           Section 10.06. Rules by Indenture Trustee......................................................   85

           Section 10.07. Issuer Obligation...............................................................   85

           Section 10.08. Enforcement of Benefits.........................................................   85

           Section 10.09. Effect of Headings and Table of Contents........................................   85

           Section 10.10. Successors and Assigns..........................................................   85

           Section 10.11. Separability....................................................................   85

           Section 10.12. Benefits of Indenture...........................................................   86

           Section 10.13. Legal Holidays..................................................................   86

           Section 10.14. Governing Law...................................................................   86

           Section 10.15. Counterparts....................................................................   86

           Section 10.16. Recording of Indenture..........................................................   86

           Section 10.17. Further Assurances..............................................................   86
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           Section 10.18. No Bankruptcy Petition Against the Issuer.......................................   87

           Section 10.19. Limitation of Liability.........................................................   87

           Section 10.20. Limitation on Recourse..........................................................   87

           Section 10.21. Confidentiality.................................................................   87

Article XI

           Termination....................................................................................   88

           Section 11.01. Termination of Indenture........................................................   88
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Schedule I - Schedule of Initial Receivables
<S>                                                                                                         <C>
Exhibit A  - Form of Funding Certificate..................................................................  A-1
Exhibit B  - [Reserved]...................................................................................  B-1
Exhibit C  - Form of Notice of Funding....................................................................  C-1
Exhibit D  - Form of Note.................................................................................  D-1
Exhibit E  - Form of Transferee Letter....................................................................  E-1
</TABLE>

                                       vi
<PAGE>

      THIS INDENTURE (as amended or supplemented from time to time, the
"Indenture") is dated and made as of June 5, 2003 between Bay View Auto
Receivables Owner Trust, a statutory trust organized under the laws of the State
of Delaware, as issuer (the "Issuer"), and JPMorgan Chase Bank, a New York
banking corporation, as trustee (the "Indenture Trustee").

                              PRELIMINARY STATEMENT

      Pursuant to this Indenture, there is hereby duly authorized the execution
and delivery of the Issuer's Automobile Receivables-Backed Notes, Series 2003-1
(hereinafter called the "Notes"). All covenants and agreements made by the
Issuer herein are for the benefit and security of the Holders of the Notes. The
Issuer is entering into this Indenture, and the Indenture Trustee is accepting
the trusts created hereby, for good and valuable consideration, the receipt and
sufficiency of which are hereby acknowledged.

                                 GRANTING CLAUSE

      The Issuer hereby Grants to the Indenture Trustee, for the benefit of the
Holders of the Notes, the Agent and the Financial Institutions, as their
interests may appear, all of the rights, title, interest and benefits of the
Issuer in and to (a) the Receivables identified on the Schedule of Receivables
acquired by the Issuer on the Closing Date and on each Funding Date and all
moneys received thereon on or after the applicable Cutoff Date; (b) the security
interest of the Issuer in the Financed Vehicles Granted by the Obligors pursuant
to such Receivables and any accessions thereto, and other interests of the
Issuer in the Financed Vehicles and accessions, including, without limitation,
the related Certificates of Title; (c) any service warranties and service
contracts and any physical damage, credit life, risk default, disability, gap or
other insurance policies covering the Financed Vehicles or the related Obligors
and any refunds in connection therewith relating to Receivables (including,
without limitation, State tax refunds) and any proceeds from liquidation of the
Receivables or Financed Vehicles received after the related Cutoff Date; (d) all
property (including the right to receive future Recoveries) that shall secure a
Receivable; (e) the rights that relate to a Receivable under each Dealer
Agreement and the rights under the Contribution Agreement, the Sale and
Servicing Agreement, the Custodian Agreement, each Contributor Assignment and
each Depositor Assignment, including, but not limited to, any recourse against
any Dealer, the Contributor or the Depositor and any rights or benefits of the
Issuer under the Sale and Servicing Agreement and the Custodian Agreement; (f)
rebates or refunds of premiums and other amounts relating to insurance policies
and other items financed under the Receivables or otherwise covering an Obligor
or a Financed Vehicle; (g) amounts from time to time deposited in the Collection
Account and the Spread Account and investments thereof; (h) the original retail
installment contracts and security agreements and any amendments thereof
evidencing the Receivables; (i) all documentation in the Custodian File and
other documents maintained by the Contributor according to its customary
procedures with respect to the Receivables, Financed Vehicles, Accounts or
Obligors; (j) each Hedge Agreement entered into by the Issuer pursuant to the
terms of Section 3.15 hereof and all payments made to the Issuer or the Servicer
by the Hedge Counterparty pursuant to any Hedge Agreement; and (k) the proceeds
of any and all of the foregoing, including all proceeds of the conversion,
voluntary or involuntary, of any of the foregoing into cash or other property
whether now existing or hereinafter arising.

<PAGE>

      Such Grants are made in trust, to secure payments of amounts due with
respect to the Notes ratably and without prejudice, priority or distinction
between the Notes, and to secure (i) the payment of all amounts on the Notes as
such amounts become due in accordance with their terms, (ii) the payment of all
other sums payable in accordance with the provisions of this Indenture, and
(iii) compliance with the provisions of this Indenture, all as provided in this
Indenture.

      The Indenture Trustee acknowledges such Grants, accepts the trusts
hereunder in accordance with the provisions of this Indenture, and agrees to
perform the duties herein required pursuant to the terms and provisions of this
Indenture and subject to the conditions hereof.

      PROVIDED, HOWEVER, that if there shall well and truly be paid the
principal of the Notes and the interest due or to become due on the Notes, at
the times and in the manner mentioned in the Notes, according to the true intent
and meaning thereof, and payments shall be made into the Collection Account as
required under this Indenture and the Issuer shall well and truly keep, perform
and observe all the covenants and conditions pursuant to the terms of this
Indenture to be kept, performed and observed by the Issuer, and the Issuer shall
pay or cause to be paid to the Indenture Trustee and all of its agents for the
registration, authentication, transfer or exchange of Notes all sums of money
due or to become due to it or them in accordance with the terms and provisions
hereof, then this Indenture and the rights hereby Granted shall cease, terminate
and be void; otherwise, except as provided in Article XI hereof, this Indenture
shall be and remain in full force and effect.

                                   ARTICLE I

                                   DEFINITIONS

   Section 1.01. General Definitions. Except as otherwise specified or as the
context may otherwise require, the following terms have the respective meanings
set forth below for all purposes of this Indenture, and the definitions of such
terms are applicable to the singular as well as to the plural forms of such
terms and to the masculine as well as to the feminine and neuter genders of such
terms. Capitalized terms not defined herein shall have the meanings ascribed to
such terms as set forth in the Sale and Servicing Agreement or, if not defined
therein, in the Contribution Agreement.

      "Account Property" means the Accounts and all proceeds of the Accounts,
including, without limitation, all amounts and investments held from time to
time in any Account (whether in the form of deposit accounts, book-entry
securities, uncertificated securities, security entitlements (as defined in
Section 8-102(a)(17) of the UCC as enacted in the State of New York), financial
assets (as defined in Section 8-102(a)(9) of the UCC), or any other investment
property (as defined in Section 9-102(a)(49) of the UCC).

      "Accounts" means, collectively, the Collection Account and the Spread
Account.

      "Acknowledgement" means the Acknowledgement of the Indenture Trustee
substantially in the form of Exhibit B to the Custodian Agreement.

      "Act" has the meaning specified in Section 10.03 hereof.

                                       2

<PAGE>

      "Additional Note Principal Balance" has the meaning set forth in Section
2.13(a).

      "Affiliate" means, with respect to any specified Person, any other Person
controlling or controlled by or under common control with such specified Person.
For the purposes of this definition, a Person shall be deemed to "control"
another Person if the controlling Person owns 5% or more of any class of voting
securities of the controlled Person or possesses, directly or indirectly, the
power to direct or cause the direction of the management or policies of the
controlled Person, whether through ownership of stock, by contract or otherwise;
and the terms "controlling" and "controlled" have meanings correlative to the
foregoing.

      "Agent" means Barclays Bank PLC, in its capacity as agent for certain
Noteholders and Financial Institutions.

      "Aggregate Receivable Balance" means, (i) with respect to the Closing
Date, the aggregate Receivable Balance of the Receivables as of the Initial
Cutoff Date, (ii) with respect to any Funding Date, the aggregate Receivable
Balance of the related Subsequent Receivables as of the related Cutoff Date plus
the aggregate Receivable Balance of all other Receivables as of such Funding
Date and (iii) with respect to any other date of determination, the aggregate
Receivable Balance on such date of determination of all Receivables owned by the
Issuer and Granted to the Indenture Trustee as of such date of determination.

      "Amount Financed" means, with respect to a Receivable the amount advanced
under the Receivable toward the purchase price of the related Financed Vehicle
and any related costs, including but not limited to, service warranties and
service contracts, and physical damage, credit life, risk default, disability or
gap insurance covering the Financed Vehicle.

      "Annual Percentage Rate" or "APR" means, with respect to a Receivable, the
annual rate of finance charges stated in the retail installment contract and
security agreement evidencing such Receivable.

      "Authorized Officer" means, with respect to the Issuer, any officer of the
Owner Trustee or agent acting pursuant to a power of attorney of the Issuer, and
with respect to any other Person, the Chairman, Co-Chairman or Vice Chairman of
the Board of Directors, the President, any Vice President, or the Treasurer of
such Person.

      "Average Default Ratio" means, with respect to any Determination Date, the
arithmetic average of the Default Ratios for each of the three (3) Collection
Periods immediately preceding such Determination Date; provided however, that
(a) for the Determination Date occurring in July 2003, the "Average Default
Ratio" shall be the Default Ratio for the Collection Period immediately
preceding such Determination Date, and (b) for the Determination Date occurring
in August 2003, the "Average Default Ratio" shall be the arithmetic average of
the Default Ratios for each of the two (2) Collection Periods immediately
preceding such Determination Date.

      "Average Delinquency Ratio" means, with respect to any Determination Date,
the arithmetic average of the Delinquency Ratios for each of the three (3)
Collection Periods immediately preceding such Determination Date; provided
however, that (a) for the Determination Date occurring in July 2003, the
"Average Delinquency Ratio" shall be the Delinquency Ratio for the Collection
Period immediately preceding such Determination Date,

                                       3

<PAGE>

and (b) for the Determination Date occurring in August 2003, the "Average
Delinquency Ratio" shall be the arithmetic average of the Delinquency Ratios for
each of the two (2) Collection Periods immediately preceding such Determination
Date.

      "Backup Servicer" means Systems & Services Technologies, Inc. and any
successor Backup Servicer under the Sale and Servicing Agreement.

      "Bank Rate" means, LIBOR or the Prime Rate as determined by the Agent
after consulting with the Issuer and ascertaining the Issuer's preferences
pursuant to the Note Purchase Agreement.

      "Barclays" means Barclays Bank PLC.

      "Bay View Acceptance" means Bay View Acceptance Corporation, a Nevada
corporation.

      "Bay View Capital" means Bay View Capital Corporation, a Delaware
corporation.

      "Benefit Plan" has the meaning specified in Section 2.07(b).

      "Breakage Costs" means the cost, if any, of terminating or adjusting any
Hedge Transaction or Hedge Transactions, as the case may be, incurred in
conjunction with the early repayment of Notes.

      "Broken Funding Costs" means with respect to the early repayment of any
Note, any loss (including loss of profit), cost or expense incurred by the
applicable Noteholder (as reasonably determined by the Agent) as a result of
such repayment, such compensation to be an amount equal to the Note Interest
that would have accrued on the amount so repaid from the date of such repayment
to the date of the scheduled repayment, net of any income received by the
Noteholder over such time period from investing the amount of such early
repayment.

      "Business Day" means any day that is not a Saturday, Sunday or other day
on which commercial banking or federal institutions in New York, New York, San
Francisco, California, Wilmington, Delaware, or in the city in which the
Corporate Trust Office of the Indenture Trustee is located are authorized or
obligated by law or executive order to be closed.

      "Calculation Date" means, with respect to a Payment Date or a Repayment
Date, the last Business Day of the calendar month immediately preceding the
month of such Payment Date or Repayment Date.

      "Certificate of Title" means, with regard to each Financed Vehicle (i) the
original certificate of title relating thereto, or copies of correspondence and
application made in accordance with applicable law to the appropriate State
title registration agency, and all enclosures thereto, for issuance of its
original certificate of title or (ii) if the appropriate State title
registration agency issues a letter or other form of evidence of lien in lieu of
a certificate of title, the original lien entry letter or form or copies of
correspondence and application made in accordance with applicable law to such
State title registration agency, and all enclosures thereto, for issuance of the
original lien entry letter or form.

                                       4

<PAGE>

      "Certificate of Trust" means the certificate of trust of the Issuer
substantially in the form of Exhibit B to the Issuer Trust Agreement.

      "Certification" shall have the meaning ascribed thereto in the Custodian
Agreement.

      "Change of Control" means any event, transaction or occurrence as a result
of which (a) Bay View Capital ceases to own and control, directly or indirectly
through a wholly-owned subsidiary, all of the economic and voting rights
associated with ownership of at least sixty-six and 2/3 percent (66?%) of all
classes of the outstanding capital stock of Bay View Acceptance on a fully
diluted basis, (b) Bay View Acceptance ceases to own and control all of the
economic and voting rights associated with all of the outstanding capital stock
of the Depositor or (c) the Depositor ceases to own and control all of the
beneficial interests in the Issuer.

      "Closing Date" means June 5, 2003.

      "Code" means the Internal Revenue Code of 1986, as amended, including any
successor or amendatory statutes and U.S. Department of the Treasury regulations
promulgated thereunder.

      "Collateral Test" means, as of any Funding Date or Determination Date, the
sum of (a) the product of (i) the Aggregate Receivable Balance (excluding any
Delinquent Receivables and Receivables that are no longer Eligible Receivables)
as of such date times (ii) the Note Percentage plus (b) cash in the Collection
Account (excluding any amounts necessary to pay the amounts required to be paid
pursuant to clause First through Tenth of Section 5.03(b) hereof on the next
Payment Date) is equal to or greater than the Note Principal Balance as of such
date.

      "Collection Account" means the segregated trust account with that name
established with and in the name of the Indenture Trustee pursuant to Section
5.01 hereof.

      "Collection Period" means, with respect to a Payment Date or a Calculation
Date immediately preceding any Payment Date, the period beginning on the first
day of the calendar month immediately preceding such Payment Date and ending on
the last day of such calendar month (each such calendar month and portion
thereof being referred to as the "related" Collection Period with respect to a
Payment Date or Calculation Date); provided, that the initial Collection Period
shall begin on the Initial Cutoff Date and shall end on June 30, 2003.

      "Collections" means all payments received with respect to the Receivables
and other items of the Trust Estate, including, without limitation, Scheduled
Obligor Payments, Repurchase Prices and Recoveries. "Collections" shall not
include Supplemental Servicing Fees.

      "Commercial Paper" means promissory notes of any Noteholder issued by such
Noteholder in the commercial paper market.

      "Contribution Agreement" means the Contribution Agreement, dated as of the
date hereof, between the Contributor and the Depositor relating to the transfer
of Receivables by the Contributor to the Depositor, as amended, modified or
otherwise supplemented from time to time in accordance with the terms thereof.

      "Contributor" means Bay View Acceptance and its successors.

                                       5

<PAGE>

      "Contributor Financing Statement" means a UCC-1 financing statement naming
the Depositor as the secured party and the Contributor as the debtor.

      "Corporate Trust Office" means the office of the Indenture Trustee at
which its corporate trust business shall be administered, which office at the
date of this Indenture shall be 4 New York Plaza, 6th Floor, New York
10004-2477, Attention: ITS Structured Finance, or such other address as shall be
designated by the Indenture Trustee in a written notice to the Issuer, the
Servicer, the Owner Trustee, the Noteholders and the Agent.

      "CP Rate" means, for any day during any Interest Rate Period (or portion
thereof), the per annum rate calculated to yield the "weighted average cost" (as
defined below) for such Interest Rate Period (or portion thereof) in respect of
Commercial Paper issued by the Initial Purchaser as determined by the Agent;
provided, however, that if any component of such rate is a discount rate, in
calculating the CP Rate for such Interest Rate Period (or portion thereof), the
rate resulting from converting such discount rate to an interest bearing
equivalent rate per annum shall be used in calculating such component. As used
in this definition, "weighted average cost" for any Interest Rate Period (or
portion thereof) means the sum of (i) the actual interest accrued during such
Interest Rate Period (or portion thereof) on outstanding Commercial Paper issued
by the Initial Purchaser, (ii) the commissions of placement agents and dealers
in respect of such Commercial Paper and (iii) other borrowings by the Initial
Purchaser (as determined by the Agent), including to fund small or odd dollar
amounts that are not easily accommodated in the commercial paper market.

      "Cram Down Loss" means, with respect to any Receivable (other than a
Defaulted Receivable) as to which any court in any bankruptcy, insolvency or
other similar proceeding issues an order reducing the principal amount to be
paid on such Receivable or otherwise modifies any payment terms with respect
thereto, an amount equal to (i) the amount of the principal reduction ordered by
such court or (ii) the difference between the principal balance of such
Receivable at the time of such court order and the net present value (using a
discount rate which is the higher of the APR of such Receivable or the rate of
interest specified by such court order) of the then remaining Scheduled Obligor
Payments as modified or restructured. A Cram Down Loss will be deemed to have
occurred on the date of issuance of such court's order.

      "Custodian" means Bay View Acceptance, in its capacity as custodian of the
Custodian Files pursuant to the Custodian Agreement, and its permitted
successors and assigns.

      "Custodian Agreement" means that certain Custodian Agreement, dated as of
the date hereof, among the Custodian, the Indenture Trustee and the Issuer as
the same may be amended, modified or otherwise supplemented from time to time in
accordance with the terms thereof.

      "Cutoff Date" means, with respect to the Closing Date, the Initial Cutoff
Date, and with respect to a Funding Date, the related Subsequent Cutoff Date.

      "Dealer" means an automobile dealer which sold a Financed Vehicle to an
Obligor and through which the respective Receivable was originated by the
Contributor, which Receivable was assigned by such Dealer to the Contributor
pursuant to the related Dealer Agreement and is being assigned by the
Contributor to the Depositor pursuant to the Contribution Agreement, and

                                       6

<PAGE>

assigned to the Issuer by the Depositor pursuant to the Sale and Servicing
Agreement and Granted by the Issuer to the Indenture Trustee hereunder.

      "Dealer Agreement" means an agreement between a Dealer and the Contributor
regarding the terms and conditions of the acquisition by the Contributor from
such Dealer of Receivables, which agreement includes (a) certain
representations, warranties and covenants of such Dealer with respect to the
Receivables sold by such Dealer and (b) the agreement of such Dealer to
repurchase any Receivable with respect to which one or more of such
representations and warranties has been breached.

      "Default" means any event which results, or which with the giving of
notice or the lapse of time or both would result, in an Event of Default or a
Servicer Event of Default.

      "Default Ratio" means, with respect to any Collection Period, a fraction,
expressed as a percentage, equal to (i) the product of (a) 12 times (b) the
aggregate of the Receivable Balances of all Receivables that became Defaulted
Receivables during such Collection Period, divided by (ii) the Aggregate
Receivable Balance as of the first day of such Collection Period.

      "Defaulted Receivable" means any Receivable with respect to which any of
the following shall have occurred: (i) the related Financed Vehicle shall have
been repossessed and 60 days or more shall have elapsed since repossession, (ii)
more than 10% of any Scheduled Obligor Payment remains unpaid for 120 or more
days from the date on which it is due and payable, (iii) the Servicer has
determined in good faith in accordance with its Collection Policy that eventual
payment in full of the Receivable is unlikely, or (iv) the Servicer has "charged
off" the Receivable in accordance with its Collection Policy.

      "Deficiency Claim Amount" means, with respect to any Determination Date,
the amount, if any, by which the amount of the Monthly Available Funds (other
than amounts to be transferred to the Collection Account from the Spread Account
pursuant to Section 5.03(a)) is less than the sum of the amounts payable on the
related Payment Date pursuant to priorities First through Thirteenth in Section
5.03(b) hereof.

      "Delinquency Ratio" means, with respect to any Collection Period, a
fraction, expressed as a percentage, (a) the numerator of which is equal to the
aggregate of the Receivable Balances of all Delinquent Receivables as of the end
of such Collection Period, and (b) the denominator of which is equal to the
Aggregate Receivable Balance as of the end of such Collection Period.

      "Delinquent Receivable" means any Receivable (other than a Defaulted
Receivable) as to which more than 10% of any Scheduled Obligor Payment remains
unpaid for thirty (30) days or more from the date on which it is due and
payable.

      "Delivery" when used with respect to Account Property means:

            (1)(a) with respect to bankers' acceptances, commercial paper,
      negotiable certificates of deposit and other obligations that constitute
      "instruments" within the meaning of Section 9-102(a)(47) of the UCC,
      transfer thereof:

                                       7

<PAGE>

            (i) by physical delivery to the Indenture Trustee, indorsed to, or
      registered in the name of, the Indenture Trustee or its nominee or
      indorsed in blank;

            (ii) by the Indenture Trustee continuously maintaining possession of
      such instrument; and

            (iii) by the Indenture Trustee continuously indicating by book-entry
      that such instrument is credited to the related Account;

      (b) with respect to a "certificated security" (as defined in Section
8-102(a)(4) of the UCC), transfer thereof:

            (i) by physical delivery of such certificated security to the
      Indenture Trustee, provided that if the certificated security is in
      registered form, it shall be indorsed to, or registered in the name of,
      the Indenture Trustee or indorsed in blank;

            (ii) by the Indenture Trustee continuously maintaining possession of
      such certificated security; and

            (iii) by the Indenture Trustee continuously indicating by book-entry
      that such certificated security is credited to the related Account;

      (c) with respect to any security issued by the U.S. Treasury, the Federal
Home Loan Mortgage Corporation or the Federal National Mortgage Association that
is a book-entry security held through the Federal Reserve System pursuant to
Federal book entry regulations, the following procedures, all in accordance with
applicable law, including applicable federal regulations and Articles 8 and 9 of
the UCC, transfer thereof:

            (i) by (x) book-entry registration of such property to an
      appropriate book-entry account maintained with a Federal Reserve Bank by a
      securities intermediary which is also a "depositary" pursuant to
      applicable federal regulations and issuance by such securities
      intermediary of a deposit advice or other written confirmation of such
      book-entry registration to the Indenture Trustee of the purchase by the
      securities intermediary on behalf of the Indenture Trustee of such
      book-entry security; the making by such securities intermediary of entries
      in its books and records identifying such book-entry security held through
      the Federal Reserve System pursuant to Federal book-entry regulations as
      belonging to the Indenture Trustee and continuously indicating that such
      securities intermediary holds such book-entry security solely as agent for
      the Indenture Trustee or (y) continuous book-entry registration of such
      property to a book-entry account maintained by the Indenture Trustee with
      a Federal Reserve Bank; and

            (ii) by the Indenture Trustee continuously indicating by book-entry
      that property is credited to the related Account;

                                       8

<PAGE>

      (d) with respect to any asset in the Accounts that is an "uncertificated
security" (as defined in Section 8-102(a)(18) of the UCC) and that is not
governed by clause (c) above or clause (e) below:

            (i) transfer thereof:

                  (A) by registration to the Indenture Trustee as the registered
            owner thereof, on the books and records of the issuer thereof; or

                  (B) by another Person (not a securities intermediary) who
            either becomes the registered owner of the uncertificated security
            on behalf of the Indenture Trustee, or having become the registered
            owner, acknowledges that it holds for the Indenture Trustee; or

            (ii) the issuer thereof has agreed that it will comply with
      instructions originated by the Indenture Trustee with respect to such
      uncertificated security without further consent of the registered owner
      thereof; or

      (e) in the case of each security in the custody of or maintained on the
books of a clearing corporation (as defined in Section 8-102(a)(5)) or its
nominee, by causing:

            (i) the relevant clearing corporation to credit such security to a
      securities account of the Indenture Trustee at such clearing corporation;
      and

            (ii) the Indenture Trustee to continuously indicate by book-entry
      that such security is credited to the related Account;

      (f) with respect to a "security entitlement" (as defined in Section
8-102(a)(17) of the UCC) to be transferred to or for the benefit of the
Indenture Trustee and not governed by clauses (c) or (e) above: if a securities
intermediary (A) indicates by book entry that the underlying "financial asset"
(as defined in Section 8-102(a)(9) of the UCC) has been credited to be the
Indenture Trustee's "securities account" (as defined in Section 8-501(a) of the
UCC), (B) receives a financial asset from the Indenture Trustee or acquires the
underlying financial asset for the Indenture Trustee, and in either case,
accepts it for credit to the Indenture Trustee's securities account or (C)
becomes obligated under other law, regulation or rule to credit the underlying
financial asset to the Indenture Trustee's securities account, the making by the
securities intermediary of entries on its books and records continuously
identifying such security entitlement as belonging to the Indenture Trustee; and
continuously indicating by book-entry that such securities entitlement is
credited to the Indenture Trustee's securities account; and by the Indenture
Trustee continuously indicating by book-entry that such security entitlement (or
all rights and property of the Indenture Trustee representing such securities
entitlement) is credited to the related Account; and/or

      (2) In the case of any such asset, such additional or alternative
procedures as are now or may hereafter become appropriate to effect the complete
transfer of ownership of, or control over, any such assets in the Accounts to
the Indenture Trustee free and clear

                                       9

<PAGE>

      of any adverse claims, consistent with changes in applicable law or
      regulations or the interpretation thereof.

      In each case of delivery contemplated herein, the Indenture Trustee shall
make appropriate notations on its records, and shall cause the same to be made
on the records of its nominees, indicating that securities are held in trust
pursuant to and as provided in this Indenture.

      "Delivery Date" has the meaning specified in Section 2.12(a)(i) hereof.

      "Depositor" means Bay View Receivables Corporation, a special purpose
Delaware corporation, and its successors.

      "Depositor Financing Statement" means a UCC-1 financing statement naming
the Issuer as the secured party and the Depositor as the debtor.

      "Eligible Account" means either (a) a segregated account or accounts
maintained with an institution whose deposits are insured by the Federal Deposit
Insurance Corporation, the unsecured and uncollateralized long-term debt
obligations of which institution shall be rated "A+" or higher by S&P and "Aa2"
or higher by Moody's and the short-term debt obligations of which have the
highest short term rating by each of the Rating Agencies, and which is (i) a
federal savings and loan association duly organized, validly existing and in
good standing under the federal banking laws, (ii) an institution duly
organized, validly existing and in good standing under the applicable banking
laws of any State, (iii) a national banking association duly organized, validly
existing and in good standing under the federal banking laws or (iv) a
subsidiary of a bank holding company or (b) a segregated trust account or
accounts maintained with the trust department of a federal or State chartered
depository institution acceptable to the Agent, having capital and surplus of
not less than $100,000,000, acting in its fiduciary capacity.

      "Eligible Hedge Counterparty" means a Hedge Counterparty which (a) has a
long-term unsecured debt rating of not less than "AA-" by S&P or "Aa3" by
Moody's ("Long-term Rating Requirement"), (b) has a short-term unsecured debt
rating of not less than "A-1+" by S&P or "P1" by Moody's (the "Short-term Rating
Requirement") and (c) in a Hedge Agreement (i) consents to the assignment of the
Issuer's rights under the Hedge Agreement to the Indenture Trustee for the
ratable benefit of the Noteholders and (ii) agrees that in the event that S&P or
Moody's reduces its long-term unsecured debt rating below the Long-term Rating
Requirement or its short-term unsecured debt rating below the Short-term Rating
Requirement, it shall transfer its rights and obligations under each Hedge
Transaction to another entity that meets the requirements of clauses (a), (b)
and (c) hereof and has entered into a Hedge Agreement with the Issuer on or
prior to the date of such transfer.

      "Eligible Investments" means any one or more of the following obligations
or securities:

            (a) (i) direct interest-bearing obligations of, and interest-bearing
      obligations guaranteed as to payment of principal and interest by, the
      United States or any agency or instrumentality of the United States the
      obligations of which are backed by the full faith and credit of the United
      States; and (ii) direct interest-bearing obligations of, and
      interest-bearing obligations guaranteed as to payment of principal and
      interest by, the Federal National Mortgage Association or the Federal Home
      Loan Mortgage Corporation, but

                                      10

<PAGE>

      only if, at the time of investment, such obligations are assigned the
      highest credit rating by each Rating Agency;

            (b) demand and time deposits in, certificates of deposit of, or
      bankers acceptances issued by, any depository institution or trust company
      (including the Indenture Trustee or any Affiliate of the Indenture
      Trustee, acting in their respective commercial capacities) incorporated
      under the laws of the United States of America or any State thereof and
      subject to supervision and examination by federal or State banking
      authorities, the commercial paper or other short-term debt obligations of
      such depository institution or trust company (or, in the case of a
      depository institution which is the principal subsidiary of a holding
      company, the commercial paper or other short-term debt obligations of such
      holding company) having a rating of no less than "A-1" by Standard &
      Poor's and "P-1" by Moody's;

            (c) 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 thereof which have a rating of no less than "A-1+" by Standard &
      Poor's and "P-1" by Moody's;

            (d) commercial paper (including both non-interest bearing discount
      obligations and interest-bearing obligations payable on demand or on a
      specified date not more than one year after the closing date thereof)
      having the highest commercial paper rating from Standard & Poor's and
      Moody's;

            (e) money market mutual funds registered under the 1940 Act which
      invest only in other Eligible Investments, having a rating, at the time of
      such investment, of no less than "Aaa" by Moody's and "AAAm" by Standard &
      Poor's; or

            (f) any investment approved in writing by the Agent.

The Indenture Trustee may purchase from or sell to itself or an Affiliate, as
principal or agent, the Eligible Investments listed above. All Eligible
Investments in an Account shall be made in the name of the Indenture Trustee for
the benefit of the Noteholders.

      "Eligible Receivable" means a Receivable meeting all of the requirements
specified in Section 3.02(a) of the Contribution Agreement and Section 3.02(a)
of the Sale and Servicing Agreement.

      "ERISA" has the meaning specified in Section 2.07(b) hereof.

      "Event of Default" has the meaning specified in Section 8.01 hereof.

      "Excess Spread" means, with respect to any Determination Date, the
weighted average APR of the Receivables as of the last day of the prior
Collection Period less the sum of (a) the weighted average Note Interest Rate
for such Collection Period, (b) the Program Fee Rate, (c) the Servicing Fee
Rate, and (d) the rate at which the Indenture Trustee Fee is calculated.

      "Excess Spread Trigger" means, with respect to any Determination Date, the
Excess Spread with respect to such Determination Date is less than 1.50% per
annum.

                                      11

<PAGE>

      "Exchange Act" means the Securities Exchange Act of 1934, as amended.

      "Fee Letter" means that certain Fee Letter, dated as of the date hereof,
by the Agent and acknowledged and agreed to by the Issuer and the Servicer.

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

      "Financial Institutions" means the liquidity banks party to the Liquidity
Agreement as "Assignees".

      "Financing Statements" means, collectively, the Contributor Financing
Statement, the Depositor Financing Statement and the Issuer Financing Statement.

      "Funding Certificate" means an Officer's Certificate relating to a
Subsequent Transfer substantially in the form of Exhibit A hereto.

      "Funding Date" means each Business Day on which Subsequent Receivables are
assigned by the Contributor to the Depositor and by the Depositor to the Issuer;
provided, that there may be no more than one (1) Funding Date in any calendar
week, and each Funding Date shall occur on the last Business Day of a calendar
week.

      "Funding Documents" has the meaning specified in Section 3.14(f) hereof.

      "Funding Period" means the period from the Closing Date until the earliest
to occur of (i) June 3, 2004, unless, at the request of the Depositor, the Agent
(in its sole discretion) with the prior written consent of the Noteholders (in
their sole discretion) has extended the Funding Period, (ii) 30 days' written
notice by the Depositor to the Issuer, the Servicer, the Agent and the Indenture
Trustee that the Depositor is directing the end of the Funding Period and (iii)
the day on which a Default, an Event of Default or a Termination Event occurs.

      "Grant" means to pledge, create and grant a security interest in and with
regard to property. A Grant of a Receivable or of any other instrument shall
include all rights, powers and options (but none of the obligations) of the
granting party thereunder, including without limitation the immediate and
continuing right to claim for, collect, receive and give receipts for principal
and interest payments in respect of such collateral and all other moneys payable
thereunder, to give and receive notices and other communications, to make
waivers or other agreements, to exercise all rights and options, to bring
proceedings in the name of the granting party or otherwise, and generally to do
and receive anything which the granting party is or may be entitled to do or
receive thereunder or with respect thereto.

      "Hedge Agreement" means any financial futures contract, option, forward
contract, warrant, swap, swaption, collar, floor, cap or other agreement,
instrument and derivative and other transactions of a similar nature (whether
currency linked, rate linked, index linked, insurance risk linked, credit risk
linked or otherwise) entered into by the Issuer and approved in writing by the
Agent.

                                      12

<PAGE>

      "Hedge Counterparty" means any entity that is an interest rate swap dealer
that is either a Noteholder or an Affiliate of a Noteholder, or has been
approved in writing by the Noteholders and the Required Financial Institutions.

      "Hedge Transaction" means each financial futures contract, option, forward
contract, warrant, swap, swaption, collar, floor, cap or other transaction
between the Issuer and a Hedge Counterparty that is governed by a Hedge
Agreement.

      "Holder" means a Noteholder.

      "Increased Costs" has the meaning specified in Section 3.14(f) hereof.

      "Indenture" or "this Indenture" means this Indenture dated as of the date
hereof, as supplemented or amended by one or more indentures supplemental hereto
entered into pursuant to the applicable provisions hereof. All references in
this Indenture to designated "Articles," "Sections," "Subsections" and other
subdivisions are to the designated Articles, Sections, Subsections and other
subdivisions of this Indenture. The words "herein," "hereof," "hereunder" and
other words of similar import refer to this Indenture as a whole and not to any
particular Article, Section, Subsection or other subdivision.

      "Indenture Trustee" means JPMorgan Chase until a successor Person shall
have become the Indenture Trustee pursuant to the applicable provisions of this
Indenture, and thereafter "Indenture Trustee" means such successor Person.

      "Indenture Trustee Fee" means the fee payable to the Indenture Trustee for
services rendered, determined pursuant to the Indenture Trustee Fee Agreement.

      "Indenture Trustee Fee Agreement" means fee agreement dated as of the date
hereof between the Indenture Trustee and Bay View Acceptance setting forth the
fees payable to the Indenture Trustee.

      "Independent Directors" has the meaning set forth in the certificate of
incorporation of the Depositor.

      "Independent Public Accountants" means any of (a) Deloitte & Touche, (b)
PricewaterhouseCoopers, LLP, (c) Ernst & Young LLP, (d) KPMG Peat Marwick LLP,
(e) any successor to any of the foregoing or (f) any other firm approved by the
Majority Holders; provided, that such firm is independent with respect to the
Servicer within the meaning of the Securities Act.

      "Initial Cutoff Date" means the close of business on June 4, 2003.

      "Initial Purchaser" means Sheffield Receivables Corporation, and its
successors and assigns.

      "Initial Receivables" means the Receivables acquired by the Issuer and
granted to the Indenture Trustee on the Closing Date.

                                      13

<PAGE>

      "Insurance Proceeds" means, with respect to a Financed Vehicle and the
related Receivable, any amount received during the related Collection Period
pursuant to any risk default policy, physical damage policy, gap policy or any
insurance maintained by the Obligor pursuant to the related Receivable, all of
which amounts shall be deposited to the Collection Account.

      "Interest Rate Period" means the period determined by the Agent in
accordance with Section 2.05 of the Note Purchase Agreement.

      "Issuer" means Bay View Auto Receivables Owner Trust, a Delaware statutory
trust, and its successors and assigns.

      "Issuer Financing Statement" means a UCC-1 financing statement naming the
Indenture Trustee as the secured party and the Issuer as the debtor.

      "Issuer Order" means a written order or request signed in the name of the
Issuer by an Authorized Officer and delivered to the Indenture Trustee.

      "Issuer Secured Obligations" means all amounts and obligations which the
Issuer may at any time owe to or on behalf of the Indenture Trustee for the
benefit of the Noteholders and the Agent under this Indenture or the Notes.

      "Issuer Trust Agreement" means the Trust Agreement of the Issuer dated as
of the date hereof between the Depositor and the Owner Trustee, as the same may
be amended, modified or supplemented from time to time in accordance with the
terms thereof.

      "LIBOR" means, with respect to any Interest Rate Period, the London
interbank offered rate for United States dollar deposits determined by the
Indenture Trustee pursuant to Section 2.03(d).

      "LIBOR Determination Date" means the second Business Day prior to the
commencement of each Interest Rate Period.

      "Lien" means any security interest, lien, charge, pledge, preference,
equity or encumbrance of any kind including tax and mechanics' liens and any
other liens that attach by operation of law.

      "Liquidity Agreement" means the liquidity agreement dated as of the
Closing Date by and among the Initial Purchaser, the Financial Institutions and
the Agent, as amended, restated, supplemented or otherwise modified from time to
time.

      "Liquidity Commitment" means, for each Financial Institution, the
commitment of such Financial Institution to purchase an interest in the Notes.

      "Local Bank" means a financial institution acceptable to the Agent holding
one or more collection accounts into which the Servicer deposits Collections
from Obligors. The parties agree that Union Bank of California shall be an
acceptable Local Bank.

                                      14

<PAGE>

      "Local Bank Account" has the meaning set forth in the Sale and Servicing
Agreement.

      "Long-term Rating Requirement" has the meaning specified in the definition
of Eligible Hedge Counterparty.

      "Majority Holders" means (a) when any Financial Institution is a Holder of
a Note with a balance greater than zero, the Agent acting at the direction of
the Required Financial Institutions and (b) at any time when no Financial
Institution is a Holder of a Note with a balance greater than zero, the Persons
(including, without limitation, the "Initial Purchaser") holding (whether
directly or indirectly through the Agent or any other Person) a majority in
principal balance of the Notes Outstanding.

      "Maturity Date" means the Payment Date occurring in the 84th month
following the final Funding Date.

      "Maximum Outstanding Note Amount" means $250,000,000.

      "Monthly Available Funds" means, with respect to the immediately preceding
Collection Period, (a) Collections, (b) earnings on Eligible Investments on
deposit in the Collection Account and the Spread Account, (c) payments remitted
to the Issuer or the Servicer by the Hedge Counterparty under any Hedge
Agreement, (d) Servicer Advances, (e) amounts transferred to the Collection
Account from the Spread Account pursuant to Section 5.03(a) and (f) payments
remitted to the Indenture Trustee by the Depositor to prevent the occurrence of
certain Termination Events.

      "Moody's" means Moody's Investors Service, Inc., and its successors and
assigns.

      "1940 Act" means the Investment Company Act of 1940, as amended.

      "Nonconforming Receivable" means a Receivable with respect to which it is
determined by the Indenture Trustee (acting at the direction of the Agent) or
the Servicer, at any time, that the Contributor, the Depositor or the Issuer
breached one or more of the applicable representations or warranties regarding
eligibility of such Receivable contained in the Contribution Agreement or the
Sale and Servicing Agreement, respectively, at the time of (i) the assignment by
the Contributor to the Depositor under the Contribution Agreement or (ii) the
assignment by the Depositor to the Issuer pursuant to the Sale and Servicing
Agreement or (iii) the Grant by the Issuer to the Indenture Trustee under this
Indenture.

      "Note" or "Notes" means each Automobile Receivables-Backed Note, Series
2003-1, issued in accordance with the provisions of this Indenture.

      "Note Interest" means

            (a) with respect to the initial Payment Date, the product of (x)
      1/360 of the Note Interest Rate in effect from time to time times (y) the
      actual number of days from and including the Closing Date through the day
      immediately preceding the initial Payment Date times (z) the average daily
      outstanding Note Principal Balance for the

                                      15

<PAGE>

      period from and including the Closing Date through the date immediately
      preceding the initial Payment Date, and

            (b) with respect to any subsequent Payment Date, the sum of (i) the
      product of (x) 1/360 of the Note Interest Rate in effect from time to time
      times (y) the actual number of days from and including the previous
      Payment Date through the day immediately preceding such subsequent Payment
      Date times (z) the average daily outstanding Note Principal Balance for
      the period from and including the immediately preceding Payment Date
      (after giving effect to all payments of principal of the Notes on such
      immediately preceding Payment Date) through the date immediately preceding
      such subsequent Payment Date plus (ii) the Overdue Interest, if any.

      "Note Interest Rate": means, with respect to the Notes:

            (a) to the extent the Noteholder funded or maintained its interest
      in the applicable Notes through the issuance of Commercial Paper, a rate
      equal to the CP Rate, or

            (b) otherwise, a rate equal to the Bank Rate.

      "Note Percentage" means 92%.

      "Note Principal Balance" means, with respect to a Note, as of any date of
determination, the original principal balance of such Note, as increased by any
Additional Note Principal Balances previously allocated to such Note pursuant to
Section 2.13(a), and as reduced by all amounts previously paid on such Note in
reduction of the principal balance of such Note which have not been returned to
the Issuer or to any other Person for any reason.

      "Note Purchase Agreement" means that certain Note Purchase Agreement dated
as of the date hereof, among the Issuer, the Contributor, the Initial Purchaser,
and Barclays, as agent for the Initial Purchaser, as amended, modified or
supplemented from time to time in accordance with the terms thereof.

      "Note Register" and "Note Registrar" have the meanings specified in
Section 2.06.

      "Noteholder" means the Person in whose name a Note is registered in the
Note Register.

      "Notice of Funding" means a notice in the form of Exhibit C hereto.

      "Obligor" means, with respect to a Receivable, the purchaser or
co-purchasers of the associated Financed Vehicle and any other Person who owes
payments under such Receivable whether as maker, co-maker, guarantor or
otherwise.

      "Officer's Certificate" means a certificate signed by an Authorized
Officer.

      "Opinion of Counsel" means a written opinion of counsel who may, except as
otherwise expressly provided in this Indenture, be outside counsel for the
Issuer or the Indenture Trustee and who shall be reasonably satisfactory to the
Indenture Trustee and the Agent, which shall

                                      16

<PAGE>

comply with any applicable requirements of Section 10.02 and which shall be in
form and substance satisfactory to the Indenture Trustee and the Agent.

      "Outstanding" means with respect to all Notes as of any date of
determination, all such Notes theretofore authenticated and delivered under this
Indenture except:

            (a) Notes theretofore canceled by the Note Registrar or delivered to
      the Note Registrar for cancellation;

            (b) Notes or portions thereof for whose payment money in the
      necessary amount in repayment thereof has been theretofore deposited with
      the Indenture Trustee in trust for the Holders of such Notes and for which
      there is no further commitment by the Noteholder to make additional
      advances under the Note Purchase Agreement;

            (c) Notes in exchange for or in lieu of which other Notes have been
      authenticated and delivered pursuant to this Indenture; and

            (d) Notes alleged to have been destroyed, lost or stolen for which
      replacement Notes have been issued as provided for in Section 2.08 unless
      proof satisfactory to the Indenture Trustee is presented that any such
      Notes are held by a protected purchaser (as such term is used in Article 8
      of the UCC);

provided, however, that in determining whether the Noteholders of the requisite
percentage of the principal balance of the Notes have given any request, demand,
authorization, direction, notice, consent or waiver hereunder, Notes owned by
the Contributor, the Depositor, the Issuer or any Affiliate thereof shall be
disregarded and deemed not to be Outstanding, except that, in determining
whether the Indenture Trustee shall be protected in relying upon any such
request, demand, authorization, direction, notice, consent, or waiver, only
Notes which the Indenture Trustee actually knows to be so owned shall be so
disregarded. Notes so owned which have been pledged in good faith may be
regarded as Outstanding if the pledgee establishes to the satisfaction of the
Indenture Trustee, in its sole discretion, the pledgee's right so to act with
respect to such Notes and that the pledgee is not the Contributor, the
Depositor, the Issuer or any Affiliate thereof.

      "Overdue Interest" means, with respect to any Payment Date, the
difference, if any, between (a) the amount of Note Interest due on the prior
Payment Date and (b) the amount of Note Interest (from whatever source) actually
paid to Noteholders on the prior Payment Date, plus (to the extent permitted by
law) interest on any such shortfall on the prior Payment Date at the Note
Interest Rate from and including the prior Payment Date through the day
immediately preceding the Payment Date of such calculation.

      "Ownership Interest" means, with respect to any Note, any ownership
interest in such Note, including any interest in such Note as the Noteholder
thereof and any other interest therein, whether direct or indirect, legal or
beneficial.

      "Owner Trustee" means Wilmington Trust Company, not in its individual
capacity, but solely as Owner Trustee of the Issuer, until a successor Person
shall have become the Owner

                                      17

<PAGE>

Trustee pursuant to the applicable provisions of the Issuer Trust Agreement, and
thereafter "Owner Trustee" means such successor Person.

      "Paying Agent" means the Indenture Trustee and any other party appointed
as paying agent pursuant to Section 3.03 hereof.

      "Payment Date" means the 20th day of each month during which any of the
Notes remain Outstanding, beginning in July, 2003 (provided, if any such date is
not a Business Day, then the Payment Date shall be the next succeeding Business
Day).

      "Perfection UCCs" means, with respect to each Receivable and the property
related thereto, (a) the date-stamped original of the filed Contributor
Financing Statement covering such Receivable and the related Contributed Assets
and (b) the date-stamped original of the filed Depositor Financing Statement
covering such Receivable and the related Deposited Assets and (c) the
date-stamped original of the filed Issuer Financing Statement covering the Trust
Estate and (d) the date-stamped original of the filed Termination Statements
releasing the liens held by creditors of the Contributor and any other Person
(other than as expressly contemplated by the Transaction Documents) covering
such Receivable and the related Contributed Assets, or, in the case of (d)
above, a copy of search results performed and certified by a national search
company indicating that such Termination Statements have been filed in the UCC
filing offices of the States in which the Financing Statements being terminated
were originally filed.

      "Permitted Lien" means any tax, mechanics' or other similar Lien arising
from the failure of an Obligor to make a payment with respect to the Financed
Vehicle related to such Obligor's Receivable.

      "Person" means any individual, corporation, partnership, joint venture,
association, limited liability company, limited liability partnership, joint
stock company, trust (including any beneficiary thereof), unincorporated
organization or government or any agency or political subdivision thereof.

      "Pool" means a pool of Eligible Receivables funded or to be funded on a
Funding Date.

      "Predecessor Notes" means, with respect to any particular Note, every
previous Note evidencing all or a portion of the same debt as that evidenced by
such particular Note; and, for the purpose of this definition, any Note
authenticated and delivered under Section 2.08 in lieu of a lost, destroyed or
stolen Note shall be deemed to evidence the same debt as the lost, destroyed or
stolen Note.

      "Prime Rate" means a rate per annum equal to the prime rate of interest
announced from time to time by Barclays or its parent (which is not necessarily
the lowest rate charged to any customer) changing when and as such prime rate
changes.

      "Principal Payment Amount" means, with respect to any Payment Date until
the principal balance of the Notes is reduced to zero, an amount equal to the
positive difference, if any, of (a) the Note Principal Balance of the Notes
Outstanding as of such day before giving effect to any payments thereon minus
(b) the product of (i) the Note Percentage times (ii) the

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<PAGE>

Aggregate Receivable Balance; provided, however, that on and after the Maturity
Date, the Principal Payment Amount shall equal the Note Principal Balance of all
Notes Outstanding.

      "Principal Reduction Amount" means, with respect to any Payment Date, the
sum, without duplication, of: (a) the principal portion of all Scheduled Obligor
Payments collected during the related Collection Period with respect to each
Receivable, (b) the principal portion of all prepayments received during the
related Collection Period, (c) the Receivable Balance of each Receivable that
became a Repurchased Receivable under an obligation that arose during the
related Collection Period, (d) to the extent not included in the foregoing, the
amount of any Cram Down Losses which occurred during the related Collection
Period and (e) the Receivable Balance of all Receivables that became Defaulted
Receivables during the related Collection Period.

      "Proceeding" means any suit in equity, action at law or other judicial or
administrative proceeding.

      "Program Fee" means the Program Fee as defined and set forth in the Fee
Letter.

      "Program Fee Rate" means the Program Fee Rate as defined and set forth in
the Fee Letter.

      "Rating Agencies" means Standard & Poor's and Moody's.

      "Receivable" means the obligation of an Obligor, as evidenced by a retail
installment contract and security agreement substantially in the form of Exhibit
B to the Contribution Agreement, or such other forms as may be added by
amendment or supplement to the Contribution Agreement and approved by the Agent,
which obligation is (i) transferred from the Contributor to the Depositor
pursuant to the Contribution Agreement, (ii) transferred from the Depositor to
the Issuer pursuant to the Sale and Servicing Agreement and (iii) pledged to the
Indenture Trustee pursuant to the Indenture.

      "Receivable Balance" means for any Receivable as of any date of
determination, the Amount Financed minus the sum, without duplication, of (i)
the Principal Reduction Amount with respect to such Receivable on or prior to
such day and (ii) any refunded portion of service warranties and service
contracts, or of State tax refunds or of physical damage, credit life or
disability or gap insurance premiums included in the Amount Financed to the
extent actually deposited to the Collection Account; provided that the
Receivable Balance of any Receivable that has become a Repurchased Receivable,
or has become subject to repurchase pursuant to Section 3.03 of the Sale and
Servicing Agreement, shall be zero.

      "Receivables Advance Amount" means (i) with respect to the Closing Date,
an amount equal to the product of (A) the aggregate Receivable Balance of all
Eligible Receivables times (B) the Note Percentage, and (ii) with respect to
each Funding Date, an amount equal to (y) the product of (A) the aggregate
Receivable Balance of all Eligible Receivables after taking into account the
pledge of the Subsequent Receivables on such Funding Date times (B) the Note
Percentage minus (z) the Note Principal Balance as of such Funding Date (after
taking into account any distributions to be made on such Funding Date).

                                      19

<PAGE>

      "Record Date" means, with respect to a Payment Date or a Repayment Date,
the last day of the calendar month immediately preceding the month of such
Payment Date or Repayment Date.

      "Recoveries" means those funds collected on a Defaulted Receivable from
the Obligor or otherwise, including Insurance Proceeds and all State tax
refunds, but excluding the Repurchase Price actually deposited in the Collection
Account.

      "Repayment Date" has the meaning set forth in Section 6.01(a).

      "Repurchase Price" means the Receivable Balance of a Receivable (without
giving effect to any previous reduction in the Receivable Balance as a result of
such Receivable becoming a Defaulted Receivable) on the date of repurchase plus
accrued and unpaid interest, if any, to the last day of the month of repurchase,
calculated at the APR provided for in the retail installment contract evidencing
such Receivable.

      "Repurchased Receivable" means a Receivable released from the Lien hereof
pursuant to Section 6.04 hereof and, if applicable, transferred to the Depositor
pursuant to the Sale and Servicing Agreement and to the Contributor pursuant to
the Contribution Agreement.

      "Required Financial Institutions" means, at any time, Financial
Institutions with Liquidity Commitments in excess of 50% of the aggregate
Liquidity Commitments at such time.

      "Requisite Amount" means, at any time, an amount equal to the lesser of
(a) aggregate Note Principal Balance of all Notes Outstanding at such time, and
(b) the greater of (i) one and one-half percent (1.5%) times the Aggregate
Receivable Balance at such time and (ii) $1,250,000.

      "Responsible Officer" means when used with respect to the Indenture
Trustee, any officer of the Indenture Trustee assigned by the Indenture Trustee
to administer its corporate trust affairs relating to the Issuer. When used with
respect to any other Person that is not an individual, the President, any
Vice-President or Assistant Vice-President or the Controller of such Person, or
any other officer or employee having similar functions.

      "S&P" or "Standard & Poor's" means Standard & Poor's Rating Services, a
division of The McGraw-Hill Companies, Inc., and its successors and assigns.

      "Sale and Servicing Agreement" means that certain Sale and Servicing
Agreement dated as of the date hereof among the Issuer, the Depositor, the
Indenture Trustee, the Backup Servicer, the Contributor and the Servicer,
relating to the servicing of the Receivables, as the same may be amended,
modified or otherwise supplemented from time to time in accordance with the
terms thereof.

      "Schedule of Receivables" means, as the context may require, (i) the
schedule of Initial Receivables or Subsequent Receivables, as the case may be,
assigned to the Depositor by the Contributor, assigned by the Depositor to the
Issuer and Granted to the Indenture Trustee by the Issuer on the Closing Date or
a Funding Date, as applicable, which schedule is attached hereto as Schedule I
with respect to the Initial Receivables and to a Contributor Assignment and a

                                      20

<PAGE>

Depositor Assignment for any Subsequent Receivables, as such schedule may be
amended from time to time (in accordance with the terms of the Transaction
Documents), or (ii) collectively, the schedules of all Receivables assigned to
the Depositor by the Contributor, assigned by the Depositor to the Issuer and
Granted to the Indenture Trustee by the Issuer as of the date of determination,
as such schedules may be amended from time to time (in accordance with the terms
of the Transaction Documents).

      "Scheduled Obligor Payment" means, with respect to a Receivable, the fixed
payment required to be made by the applicable Obligor during each Collection
Period; provided, however, that "Scheduled Obligor Payment" does not include
late fees or prepayment charges allowed by applicable law.

      "Securities Act" means the Securities Act of 1933, as amended.

      "Servicer" means Bay View Acceptance as the servicer of the Receivables or
any other Eligible Servicer acting as servicer pursuant to the Sale and
Servicing Agreement. Unless the context otherwise requires, "Servicer" also
refers to any successor Servicer appointed pursuant to the Sale and Servicing
Agreement.

      "Servicer Advances" has the meaning specified in Section 7.01(g) of the
Sale and Servicing Agreement.

      "Servicer Event of Default" has the meaning specified in Section 10.01 of
the Sale and Servicing Agreement.

      "Servicing Fee Rate" has the meaning specified in the Sale and Servicing
Agreement.

      "Short-term Rating Requirement" has the meaning specified in the
definition of Eligible Hedge Counterparty.

      "Spread Account" means the segregated trust account by that name
established with and in the name of the Indenture Trustee pursuant to Section
5.01 hereof.

      "State" means any one or more of the states comprising the United States
and the District of Columbia.

      "Subsequent Cutoff Date" means, with respect to any Funding Date, the
close of business two (2) Business Days prior to such Funding Date.

      "Subsequent Receivable" means a Receivable acquired by the Issuer on any
given Funding Date.

      "Subsequent Transfer" means the transfer of Subsequent Receivables from
the Contributor to the Depositor and the simultaneous assignment by the
Depositor to the Issuer on a Funding Date.

                                      21

<PAGE>

      "Supplemental Servicing Fees" means any and all (i) late fees, (ii)
extension fees, (iii) non-sufficient funds charges and (iv) any and all other
administrative fees or similar charges allowed by applicable law with respect to
any Receivable.

      "Tangible Net Worth" means, with respect to Bay View Acceptance and its
subsidiaries on a consolidated basis, the sum of total shareholders' equity (as
calculated in accordance with generally accepted accounting principles) plus
loan loss reserves.

      "Termination Date" means the date on which the Indenture Trustee shall
have received payment and performance of all Issuer Secured Obligations.

      "Termination Event" means the occurrence of any one or more of the
following events:

            (a) (i) any Event of Default hereunder or (ii) any "Event of
      Default" under and as defined in any sale and servicing agreement, pooling
      and servicing agreement, indenture or any similar agreement (including,
      without limitation, each of the Transaction Documents) with respect to any
      revolving or term asset-backed transaction to which Bay View Acceptance or
      any Affiliate of Bay View Acceptance becomes a party after the date of
      this Indenture, unless such "Event of Default" has been permanently cured
      or permanently waived with respect to the particular circumstances leading
      to such "Event of Default", in each case, on terms that do not materially
      change the terms of the agreement under which such "Event of Default"
      arose;

            (b) the occurrence of an Excess Spread Trigger with respect to a
      Determination Date;

            (c) the Average Delinquency Ratio equals or exceeds 1.5% on a
      Determination Date;

            (d) the Average Default Ratio equals or exceeds 2.5% on a
      Determination Date;

            (e) the Spread Account fails to have a balance equal to or greater
      than the Requisite Amount, or on any Payment Date after the Spread Account
      has reached the Requisite Amount, the balance on deposit in immediately
      available funds in the Spread Account has been less than the Requisite
      Amount for 30 days or more;

            (f) Tangible Net Worth is at any time less than $20,000,000;

            (g) the failure of Bay View Acceptance to have paid-in capital of
      $50 million or greater;

            (h) the failure of Bay View Acceptance to maintain monthly "Minimum
      Liquidity" (available cash and borrowing capacity for working capital
      purposes) of $5 million or greater;

            (i) any of the Issuer, the Servicer, the Contributor, the Custodian
      or the Depositor shall have (i) filed a petition or commenced any case or
      proceeding under any

                                      22
<PAGE>

      provision or chapter of the United States Bankruptcy Code or any other
      similar federal or State law relating to insolvency, bankruptcy,
      rehabilitation, liquidation or reorganization, (ii) made a general
      assignment for the benefit of its creditors, or (iii) had an order for
      relief entered against it under the United States Bankruptcy Code or any
      other similar federal or State law relating to insolvency, bankruptcy,
      rehabilitation, liquidation or reorganization which is final and
      nonappealable; or (c) a court of competent jurisdiction, or other
      competent regulatory authority shall have entered an order, judgment or
      decree (i) appointing a custodian, trustee, agent or receiver for the
      Issuer, the Servicer, the Contributor, the Custodian or the Depositor or
      for all or any material portion of any of their property or (ii)
      authorizing the taking of possession by a custodian, trustee, agent or
      receiver of the Issuer, the Servicer, the Contributor, the Custodian or
      the Depositor (or the taking of possession of all or any material portion
      of the property of the Issuer, the Servicer, the Contributor, the
      Custodian or the Depositor);

            (j) any of the Issuer, the Servicer, the Contributor, the Custodian
      or the Depositor becomes an "investment company" within the meaning of the
      Investment Company Act or 1940, as amended;

            (k) any of the Issuer, the Servicer, the Contributor, the Custodian
      or the Depositor, with respect to any outstanding credit agreement (other
      than with respect to the facility contemplated by the Transaction
      Documents) representing a commitment or outstanding indebtedness in excess
      of $1,000,000, defaults in any payment of principal or interest or
      defaults in any other respect, the effect of which is to cause or permit
      the holders of indebtedness pursuant to any such agreement to cause the
      acceleration of such indebtedness (in each case, after giving effect to
      all applicable cure periods in any such credit agreement);

            (l) the filing of any actions or proceedings against Bay View
      Acceptance (or any subsidiary of Bay View Acceptance) that (a) are not
      dismissed within 90 days; and (b) either (i) as to which there is a
      reasonable possibility of an adverse determination and that, if adversely
      determined, could reasonably be expected, individually or in the
      aggregate, to have a material adverse effect on the business, operations
      or financial condition of the Depositor, the Servicer, the Custodian or
      the Issuer, or (ii) involves any of the Transaction Documents and the
      transaction contemplated thereby, or (iii) involves any material portion
      of the Receivables;

            (m) any final rulings or judgments against Bay View Acceptance (or
      any subsidiary of Bay View Acceptance) for damages in excess of $5,000,000
      in the aggregate (which is not fully covered by insurance) that is not
      discharged or stayed within 30 days or any final rulings or judgments
      against or settlements by the Issuer for any damages whatsoever;

            (n) the occurrence of a Servicer Event of Default;

            (o) the Indenture Trustee shall, for any reason, fail to have a
      valid and perfected first priority security interest in (i) the
      Receivables (the aggregate outstanding

                                      23

<PAGE>

      balance of which is in excess of $100,000) and (ii) except to the extent
      of Permitted Liens, other items included in the Trust Estate and the
      proceeds thereof;

            (p) the Issuer, the Servicer, the Custodian or the Depositor shall
      merge or consolidate in whole or in part, or sell all or substantially all
      of its assets, except (i) as permitted in the Transaction Documents, or
      (ii) with the prior written consent of the Majority Holders;

            (q) if the Collateral Test is not satisfied as of any Funding Date
      or Determination Date, the failure of the Depositor to deposit cash into
      the Collection Account or to transfer additional Receivables to the Issuer
      (which are then Granted to the Indenture Trustee) within two (2) Business
      Days such that the Collateral Test is satisfied;

            (r) the Depositor fails to complete a term asset-backed
      securitization, whole loan sale, or combination thereof, for at least 80%
      of the Note Principal Balance (as of the date of closing of such term
      asset-backed securitization) on or before October 1, 2003 and every 12
      months thereafter;

            (s) any Hedge Counterparty ceases to be an Eligible Hedge
      Counterparty and has not been replaced with an Eligible Hedge Counterparty
      within 10 Business Days;

            (t) the Issuer fails to comply with the provisions of Section 3.15
      hereof at any time; or

            (u) a Change of Control.

      "Termination Statement" has the meaning set forth in Section 2.11(h)
hereof.

      "Transaction Documents" means, collectively, the Certificate of Trust,
this Indenture, the Sale and Servicing Agreement, the Contribution Agreement,
the Note Purchase Agreement, each Contributor Assignment, each Depositor
Assignment, each Funding Certificate, the Custodian Agreement, the Issuer Trust
Agreement and the Fee Letter.

      "Transfer Date" means the Business Day immediately preceding each Payment
Date.

      "Transferee Letter" has the meaning set forth in Section 2.07(a) hereof.

      "Trust Estate" means the property and rights Granted to the Indenture
Trustee pursuant to the Granting Clause of this Indenture for the benefit of
Noteholders.

      "UCC" means the Uniform Commercial Code as adopted in the State of New
York, and in any other State having jurisdiction over the assignment, transfer,
pledge of the Receivables and the Contributed Assets from the Contributor to the
Depositor or of the Receivables and the Deposited Assets from the Depositor to
the Issuer or of the Trust Estate from the Issuer to the Indenture Trustee.

      "Unused Fee" means the Unused Fee as defined and set forth in the Fee
Letter.

                                      24

<PAGE>

      "Vice President" means, with respect to the Contributor, the Depositor,
the Servicer or the Indenture Trustee, any vice president, whether or not
designated by a number or a word or words added before or after the title "vice
president."

   Section 1.02. Calculations. Calculations required to be made pursuant to this
Indenture shall be made on the basis of information or accountings as to
payments on each Note furnished by the Servicer. Except to the extent they are
incorrect on their face, such information or accountings may be conclusively
relied upon in making such calculations, but to the extent that it is later
determined that any such information or accountings are incorrect, appropriate
corrections or adjustments will be made.

                                   ARTICLE II

                             THE NOTES; RECONVEYANCE

   Section 2.01. General.

      (a) All payments of principal and interest with respect to the Notes shall
be made only from the Trust Estate on the terms and conditions specified herein.
Each Noteholder, by its acceptance of the Notes, agrees that, subject to the
repurchase obligations of the Contributor, the Depositor and the Issuer and the
indemnification obligations provided for herein, in the Sale and Servicing
Agreement and in the Contribution Agreement, it will have recourse solely
against such Trust Estate and such repurchase and indemnification obligations.

      (b) Except as otherwise provided herein, all Notes shall be substantially
identical in all respects. Except as specifically provided herein, all Notes
issued, authenticated and delivered under this Indenture shall be in all
respects equally and ratably entitled to the benefits hereof without preference,
priority or distinction on account of the actual time or times of authentication
and delivery, all in accordance with the terms and provisions of this Indenture.

      (c) The aggregate stated principal balance of the Notes that may be
executed on behalf of the Issuer by an Authorized Officer of the Owner Trustee
and authenticated and delivered by the Indenture Trustee and Outstanding at any
given time under this Indenture is limited to $250,000,000.

      Holders of the Notes shall be entitled to payments of interest as provided
herein. The Notes shall have a final maturity on the Maturity Date. All Notes
shall be secured on a parity with one another, with no Outstanding Note having
any priority over any other Outstanding Note.

      (d) The Notes that are authenticated and delivered to the Noteholders by
the Indenture Trustee to or upon an Issuer Order on the Closing Date shall be
dated as of the Closing Date. Any Note issued later in exchange for, or in
replacement of, any Note issued on the Closing Date shall be dated the date of
its authentication.

      (e) Each Note is issuable in the minimum denomination of $1,000,000 and
integral multiples of $1,000 in excess thereof; provided that one Note may be
issued in an additional

                                      25

<PAGE>

amount equal to any remaining portion of the aggregate original stated principal
balance of the Notes.

   Section 2.02. Forms of Notes. The Notes shall be designated as the "Bay View
Auto Receivables Owner Trust Automobile Receivables-Backed Notes, Series
2003-1." The Notes shall be in substantially the form set forth in Exhibit D
with such appropriate insertions, omissions, substitutions and other variations
as are required or permitted by this Indenture, and may have such letters,
numbers or other marks of identification and such legends or endorsements placed
thereon as may, consistently herewith, be determined by the Issuer, as evidenced
by its execution thereof.

      The Notes shall be typewritten, printed, lithographed or engraved or
produced by any combination of these methods, all as determined by the officers
executing such Notes, as evidenced by their execution of such Notes.

      Each Note shall be dated the date of its authentication. The terms of the
Notes are set forth in Exhibit D, and are part of the terms of this Indenture.

   Section 2.03. Payment of Principal and Interest. (a) Principal payments on
the Notes will be made on each Payment Date in an amount at least equal to the
Principal Payment Amount. Any outstanding Note Principal Balance shall be
payable on the Maturity Date. The amount of principal payments on the Notes
shall be made pursuant to the provisions of Section 5.03(b) hereof.

      (b) Holders of Notes shall be entitled to receive payments of interest on
their respective Note Principal Balances as provided herein at the Note Interest
Rate from the Closing Date until the Note Principal Balance is reduced to zero
or until payment is provided therefor as set forth in Article VI hereof. After
the initial Payment Date, payments of interest accrued on Notes will be
calculated on the average daily outstanding Note Principal Balance for the
period from and including the Payment Date immediately preceding the applicable
Payment Date after giving effect to any payments of principal on such
immediately preceding Payment Date, to but excluding the applicable Payment
Date. With respect to the initial Payment Date, interest will be calculated on
the average daily outstanding Note Principal Balance from the Closing Date
through the day preceding the initial Payment Date. All other computations of
interest accrued on any Note shall be made on the basis of a 360-day year and
the actual days elapsed as set forth in the Note Purchase Agreement.

      (c) If the entire amount of the Note Interest that is due on any Payment
Date shall not have been punctually made or duly provided for when and as due
(after giving effect to any applicable cure or grace period), then interest on
the applicable Overdue Interest shall accrue, from the date such amount was due
until paid, at the Note Interest Rate.

      (d) On each LIBOR Determination Date, the Indenture Trustee will determine
LIBOR on the basis of the offered rates for deposits in United States dollars
having a maturity of a time period equal to the applicable Interest Rate Period,
commencing on such LIBOR Determination Date as reported by any
generally-recognized financial information service. With the consent of all of
the Noteholders, the Indenture Trustee may use another method to determine

                                      26

<PAGE>

LIBOR. If LIBOR cannot be reasonably determined, the Indenture Trustee may
select an alternative but substantially equivalent index rate with the consent
of all of the Noteholders. On each LIBOR Determination Date prior to 3:00 p.m.,
New York City time, the Indenture Trustee shall send to the Servicer by
facsimile transmission notification of LIBOR.

   Section 2.04. Payments to Noteholders. (a) Noteholders shall, subject to the
priorities and conditions set forth in Section 5.03(b), be entitled to receive
payments of interest and principal on each Payment Date (including any Overdue
Interest). Any payment of interest or principal payable with respect to the
Notes on the applicable Payment Date shall be made to the Person in whose name
such Note is registered at the close of business on the Record Date for such
Payment Date in the manner provided in Section 5.04 hereof.

      (b) All reductions in the principal balance of a Note (or one or more
Predecessor Notes) effected by payments of principal made on any Payment Date
shall be binding upon all Holders of such Note and of any Note issued upon the
registration of transfer thereof or in exchange therefor or in lieu thereof,
whether or not such payment is noted on such Note.

   Section 2.05. Execution, Authentication, Delivery and Dating. (a) The Notes
shall be executed on behalf of the Issuer by an Authorized Officer of the Owner
Trustee. The signature of such Authorized Officer on the Notes may be manual or
facsimile. Notes bearing the manual or facsimile signature of any individual who
was, at the time of execution thereof, an Authorized Officer of the Issuer,
shall bind the Issuer, notwithstanding the fact that such individual ceased to
hold such office prior to the authentication and delivery of such Notes or did
not hold such office at the date of issuance of such Notes.

      (b) At any time and from time to time after the execution and delivery of
this Indenture, the Issuer may deliver Notes executed on behalf of the Issuer by
an Authorized Officer of the Owner Trustee to the Indenture Trustee for
authentication, and the Indenture Trustee, upon receipt of the Notes and of an
Issuer Order, shall authenticate and deliver such Notes; provided, however, that
the Indenture Trustee shall not authenticate the Notes on the Closing Date
unless and until it shall have received the documents listed in Section 2.11
hereof.

      (c) Each Note authenticated and delivered by the Indenture Trustee to or
upon Issuer Order on or prior to the Closing Date shall be dated the Closing
Date. All other Notes that are authenticated after the Closing Date for any
other purposes under the Indenture shall be dated the date of their
authentication.

      (d) Notes issued upon transfer, exchange or replacement of other Notes
shall be issued in authorized denominations reflecting the Note Principal
Balance so transferred, exchanged or replaced, but shall represent only the
principal balance of the Notes so transferred, exchanged or replaced. In the
event that any Note is divided into more than one Note in accordance with this
Article II, such Note Principal Balance shall be divided among the Notes
delivered in exchange therefor.

      (e) No Note shall be entitled to any benefit under this Indenture or be
valid or obligatory for any purpose unless there appears on such Note a
certificate of authentication, substantially in the form provided for herein,
executed by the Indenture Trustee by the manual

                                      27

<PAGE>

signature of a Responsible Officer of the Indenture Trustee, and such executed
certificate upon any Note shall be conclusive evidence, and the only evidence,
that such Note has been duly authenticated and delivered.

   Section 2.06. Registration, Registration of Transfer and Exchange. (a) The
Indenture Trustee (the "Note Registrar") shall cause to be kept at its Corporate
Trust Office a register (the "Note Register"), in which, subject to such
reasonable regulations as it may prescribe, the Indenture Trustee shall provide
for the registration of Notes and the registration of transfers of Notes.

      If a Person other than the Indenture Trustee is appointed by the Issuer as
Note Registrar, the Issuer will give each of the Indenture Trustee, the Owner
Trustee and the Agent prompt written notice of the appointment of such Note
Registrar and of the location, and any change in the location, of the Note
Register. The Indenture Trustee, the Owner Trustee, the Agent, each Noteholder
and each Financial Institution shall have the right to inspect the Note Register
at all reasonable times and to obtain copies thereof. The Indenture Trustee, the
Owner Trustee, the Agent, each Noteholder and each Financial Institution shall
have the right to rely upon a certificate executed on behalf of the Note
Registrar by a Responsible Officer thereof as to the names and addresses of the
Noteholders and the principal amounts and the amounts and number of such Notes.

      (b) Only upon surrender for registration of transfer of any Note at the
Corporate Trust Office and subject to the conditions set forth in Section 2.05
hereof, an Authorized Officer of the Owner Trustee, on behalf of the Issuer,
shall execute, and the Indenture Trustee or its agent shall authenticate and
deliver, in the name of the designated transferee or transferees, one or more
new Notes of any authorized denominations, and of a like aggregate principal
amount and Maturity Date.

      (c) At the option of the Holder, a Note may be exchanged for other Notes
of any authorized denominations and of a like aggregate principal amount and
Maturity Date, upon surrender of the Notes to be exchanged at such office or
agency. Whenever any Notes are so surrendered for exchange, an Authorized
Officer of the Owner Trustee, on behalf of the Issuer, shall execute, and the
Indenture Trustee or its agent shall authenticate and deliver, the Notes which
the Noteholder making the exchange is entitled to receive.

      (d) All Notes issued upon any registration of transfer or exchange of
Notes shall be the valid obligations of the Issuer, evidencing the same debt and
entitled to the same benefits under this Agreement, as the Notes surrendered
upon such registration of such transfer or exchange.

      Every Note presented or surrendered for registration of transfer or
exchange shall (if so required by the Issuer or the Note Registrar) be duly
endorsed or be accompanied by a written instrument of transfer in form
reasonably satisfactory to the Issuer and the Indenture Trustee duly executed,
by the Holder thereof or his attorney duly authorized in writing.

      No service charge shall be made to a Holder for any registration of
transfer or exchange of Notes, but the Issuer may require payment of a sum
sufficient to cover any tax or other

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<PAGE>

governmental charge that may be imposed in connection with any registration of
transfer or exchange of Notes.

   Section 2.07. Transfer and Exchange. (a) The Notes have not been registered
or qualified under the Securities Act or the securities laws of any State. No
transfer of any Note shall be made unless that transfer is made in a transaction
which does not require registration or qualification under the Securities Act or
under applicable State securities or "Blue Sky" laws. In the event that a
transfer is to be made without registration or qualification, such Noteholder's
prospective transferee shall either (i) deliver to the Indenture Trustee a
Transferee Letter in the form attached hereto as Exhibit E (the "Transferee
Letter"), or (ii) deliver to the Indenture Trustee an Opinion of Counsel that
the transfer is exempt from such registration or qualification (which opinion
shall not be at the expense of the Issuer, the Indenture Trustee or the
Servicer, and which may be an opinion of in-house counsel to the transferor or
the transferee of the Note). Neither the Issuer nor the Indenture Trustee is
obligated to register or qualify the Notes under the Securities Act or any other
securities law. Any such Holder desiring to effect such transfer shall, and does
hereby agree to, indemnify the Indenture Trustee, the Owner Trustee (as such and
in its individual capacity), the Agent and the Issuer against any liability,
cost or expense (including attorneys' fees) that may result if the transfer is
not so exempt or is not made in accordance with such federal and State laws.

      (b) No acquisition or transfer of a Note or any interest therein may be
made unless the Indenture Trustee is provided with evidence that establishes to
the satisfaction of the Indenture Trustee that one of the following is true:
either (a) that it will not acquire the Notes with the assets of any "employee
benefit plan" as defined in Section 3(3) of the Employee Retirement Income
Security Act of 1974, as amended ("ERISA") which is subject to Title I of ERISA
or any "plan" as defined in Section 4975 of the Code (each such entity, a
"Benefit Plan") or (b) no non-exempt "prohibited transaction" under Section 406
of ERISA or Section 4975 of the Code will occur in connection with its
acquisition or holding of the Notes.

      (c) The Indenture Trustee shall have no liability to the Issuer or any
Noteholder arising from a transfer of any such Note in accordance with Section
2.07(a).

   Section 2.08. Mutilated, Destroyed, Lost or Stolen Notes. (a) If (i) any
mutilated Note is surrendered to the Indenture Trustee or the Indenture Trustee
receives evidence to its satisfaction of the destruction, loss or theft of any
Note, and (ii) there is delivered to the Indenture Trustee such security or
indemnity as may be required by the Indenture Trustee to hold each of the Issuer
and the Indenture Trustee harmless, then, in the absence of actual notice to the
Issuer or the Indenture Trustee that such Note has been acquired by a protected
purchaser, the Issuer shall execute, and the Indenture Trustee shall
authenticate and deliver upon Issuer Order, in exchange for or in lieu of any
such mutilated, destroyed, lost or stolen Note, a new Note or Notes of the same
tenor and principal balance bearing a number not contemporaneously outstanding;
provided, however, that if any such mutilated, destroyed, lost or stolen Note
shall have become subject to receipt of payment in full, instead of issuing a
new Note, the Indenture Trustee may make a payment with respect to such Note
without surrender thereof, except that any mutilated Note shall be surrendered.
If, after the delivery of such new Note or payment with respect to a destroyed,
lost or stolen Note pursuant to the proviso to the preceding sentence, a
protected purchaser of the original Note in lieu of which such new Note was
issued presents for

                                      29

<PAGE>

receipt of payments such original Note, the Issuer and the Indenture Trustee
shall be entitled to recover such new Note (or such payment) from the Person to
whom it was delivered or any Person taking such new Note from such Person,
except a protected purchaser, and each of the Issuer and the Indenture Trustee
shall be entitled to recover upon the security or indemnity provided therefor to
the extent of any loss, damage or cost incurred by the Issuer or the Indenture
Trustee in connection therewith.

      (b) Upon the issuance of any new Note under this Section, the Issuer or
the Indenture Trustee may require the payment of a sum sufficient to cover any
tax or other governmental charge that may be imposed in relation thereto.

      (c) Every new Note issued pursuant to this Section 2.08 in lieu of any
destroyed, lost or stolen Note shall constitute an original additional
contractual obligation of the Issuer, whether or not the destroyed, lost or
stolen Note shall be at any time enforceable by anyone, and shall be entitled to
all the benefits of this Indenture equally and proportionately with any and all
other Notes duly issued hereunder.

      (d) The provisions of this Section 2.08 are exclusive and shall preclude
(to the extent lawful) all other rights and remedies with respect to the
replacement or payment with respect to mutilated, destroyed, lost or stolen
Notes.

   Section 2.09. Persons Deemed Noteholders. Before due presentment for
registration of transfer of any Note, the Issuer or the Indenture Trustee, and
any agent of the Issuer or the Indenture Trustee, may treat the Person in whose
name any Note is registered as the owner of such Note (a) on the applicable
Record Date for the purpose of receiving payments with respect to principal and
interest on such Note and (b) on any date for all other purposes whatsoever,
whether or not such Note be overdue, and neither the Issuer, the Indenture
Trustee nor any agent of the Issuer or the Indenture Trustee shall be affected
by any notice to the contrary.

   Section 2.10. Cancellation of Notes. All certificated Notes surrendered for
payment, registration of transfer, exchange or prepayment shall, if surrendered
to any Person other than the Indenture Trustee, be delivered to the Indenture
Trustee and shall be promptly canceled by it. The Issuer may at any time deliver
to the Indenture Trustee for cancellation any Note previously authenticated and
delivered hereunder which the Issuer may have acquired in any manner whatsoever,
and all Notes so delivered shall be promptly canceled by the Indenture Trustee.
No Notes shall be authenticated in lieu of or in exchange for any Notes canceled
as provided in this Section 2.10 except as expressly permitted by this
Indenture. All canceled Notes shall be held and disposed of by the Indenture
Trustee in accordance with its standard retention and disposal policy.

   Section 2.11. Conditions to Closing. The Notes shall be executed,
authenticated and delivered on the Closing Date in accordance with Section 2.05
and, upon receipt by the Indenture Trustee and the Agent, on behalf of the
Noteholders, of the following:

            (a) an Issuer Order authorizing the authentication and delivery of
      such Notes by the Indenture Trustee;

            (b) fully executed originals of the Transaction Documents;

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<PAGE>

            (c) Opinions of Counsel addressed to the Indenture Trustee and the
      Agent, on behalf of the Noteholders in form and substance satisfactory to
      the Indenture Trustee and the Agent, on behalf of the Noteholders,
      addressing corporate, security interest, bankruptcy and other matters;

            (d) an Officer's Certificate of an Authorized Officer of the Issuer,
      stating that:

                  (i) all representations and warranties of the Issuer contained
            in the Transaction Documents are true and correct and no defaults
            exist under the Transaction Documents;

                  (ii) the issuance of the Notes will not result in any breach
            of any of the terms, conditions or provisions of, or constitute a
            default under, this Indenture or any other Transaction Document, the
            organizational documents or any other constituting documents of the
            Issuer or any indenture, mortgage, deed of trust or other agreement
            or instrument to which the Issuer is a party or by which it is
            bound, or any order of any court or administrative agency entered in
            any proceeding to which the Issuer is a party or by which it may be
            bound or to which it may be subject, and that all conditions
            precedent provided in this Indenture relating to the authentication
            and delivery of the Notes have been fully satisfied; and

                  (iii) all conditions precedent in this Indenture and in the
            other Transaction Documents have been satisfied;

            (e) an Officer's Certificate dated as of the Closing Date, of an
      Authorized Officer of each of the Depositor and Bay View Acceptance that:

                  (i) such Person is not in default under any of the Transaction
            Documents to which it is a party, and the transfer of the
            Receivables to the Depositor and the Issuer and the simultaneous
            Grant of the Receivables to the Indenture Trustee will not result in
            any breach of any of the terms, conditions or provisions of, or
            constitute a material default under, the organizational documents or
            any other constituent documents of such Person or any indenture,
            mortgage, deed of trust or other agreement or instrument to which
            such Person is a party or by which it is bound, or any order of any
            court or administrative agency entered in any proceeding to which
            such Person is a party or by which it may be bound or to which it
            may be subject;

                  (ii) all representations and warranties of such Person
            contained in each of the Transaction Documents to which it is a
            party are true and correct; and

                  (iii) all conditions precedent in this Indenture and in the
            other Transaction Documents have been satisfied;

            (f) a Secretary's Certificate dated as of the Closing Date of each
      of the Depositor and Bay View Acceptance regarding certain organizational
      matters and the incumbency of the signatures of the Depositor and Bay View
      Acceptance;

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<PAGE>

            (g) the Contributor Assignment to the Depositor by the Contributor
      of its rights under the Initial Receivables and the related Contributed
      Assets, duly executed by the Contributor and the Depositor and the
      Depositor Assignment to the Issuer by the Depositor of its rights under
      the Initial Receivables and the related Deposited Assets, duly executed by
      the Depositor and the Issuer;

            (h) evidence of execution and filing of the Financing Statements
      with respect to the Trust Estate and all applicable UCC termination
      statements or partial releases (collectively, the "Termination
      Statements") terminating the liens of creditors of the Contributor or any
      other Person with respect to the Trust Estate (except as expressly
      contemplated by the Transaction Documents) and presentment of the
      Financing Statements and Termination Statements (which shall constitute
      all of the Perfection UCCs with respect to the Closing Date) to the proper
      Person for recording to perfect the Indenture Trustee's first priority
      security interest in such Trust Estate Granted on the Closing Date
      registered in the name of the Indenture Trustee or its nominee and agent
      (a copy of the file stamped Financing Statements and Termination
      Statements shall be delivered by the Servicer to the Indenture Trustee);

            (i) evidence that the Indenture Trustee has established the
      Collection Account and the Spread Account;

            (j) delivery by the Custodian to the Issuer and the Indenture
      Trustee of an executed Certification and delivery by the Indenture Trustee
      to the Servicer, the Issuer, the Agent and the Custodian of an executed
      Acknowledgement;

            (k) the Servicer shall have deposited in the Collection Account all
      Collections received by the Servicer in respect of the Initial Receivables
      since the Initial Cutoff Date;

            (l) the Spread Account shall have been funded to an amount equal to
      the Requisite Amount;

            (m) a consolidated balance sheet of Bay View Acceptance and its
      subsidiaries as at the end of its fiscal year ending December 31, 2002,
      and the related consolidated statements of income or operations,
      shareholders' equity and cash flows for such fiscal year, all in
      reasonable detail and prepared in accordance with GAAP, audited and
      accompanied by a report and opinion of an independent certified public
      accountant of nationally recognized standing reasonably acceptable to the
      Agent, which report and opinion shall be prepared in accordance with
      generally accepted auditing standards and shall not be subject to any
      "going concern" or like qualification or exception or any qualification or
      exception as to the scope of such audit;

            (n) a form of Monthly Servicer Report; and

            (o) any other certificate, document or instrument reasonably
      requested by the Agent, the Noteholders or the Indenture Trustee.

   Section 2.12. Funding Events. (a) A Subsequent Transfer shall occur upon a
Funding Date only upon the satisfaction of the following conditions:

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<PAGE>

            (i) The Contributor shall have forwarded or caused to be forwarded
      to the Custodian for receipt at least two (2) Business Days preceding such
      Funding Date (each, a "Delivery Date"), the Custodian Files related to the
      Subsequent Receivables to be acquired and Granted on such Funding Date,
      the Custodian shall have delivered to the Issuer, the Indenture Trustee
      and the Agent an executed Certification for such Custodian Files and the
      Indenture Trustee shall have delivered to the Servicer, the Issuer, the
      Agent and the Custodian an executed Acknowledgement.

            (ii) On or prior to such Funding Date, the Issuer shall have
      delivered, or caused to be delivered, to the Indenture Trustee, the Agent
      and the Custodian, the following:

                  (A) a duly executed Contributor Assignment and a duly executed
            Depositor Assignment with respect to the related Subsequent
            Receivables;

                  (B) an executed Notice of Funding relating to such Subsequent
            Transfer together with an electronic transmission of the information
            on the related Subsequent Receivables in a format acceptable to each
            of the Indenture Trustee, and the Agent and any other information
            reasonably requested by the Indenture Trustee or the Agent with
            respect to the Subsequent Receivables shall have been delivered at
            least two (2) Business Days prior to the Funding Date;

                  (C) an executed Funding Certificate relating to such
            Subsequent Transfer together with a Schedule of Receivables; and

                  (D) Opinions of Counsel in form and substance satisfactory to
            the Indenture Trustee and the Agent, with respect to certain
            corporate, security interest and bankruptcy matters with respect to
            the Subsequent Receivables; provided, however, that if the opinions
            delivered on the Closing Date cover such matters with respect to the
            Subsequent Receivables, then no such Opinions of Counsel need be
            delivered on such Funding Date.

            (iii) After the acquisition by the Issuer of the related Subsequent
      Receivables (with each Receivable Balance or APR for any Receivable
      measured as of its related Cutoff Date) the Collateral Test shall have
      been satisfied, and each of the representations and warranties set forth
      in Section 3.02(a)(xxv) of the Sale and Servicing Agreement shall be true
      and correct on the Cutoff Date related to such Funding Date.

            (iv) No Default, Event of Default, Servicer Event of Default or
      Termination Event shall have occurred.

            (v) The Servicer shall have deposited in the Collection Account all
      Collections received by the Servicer in respect of the related Subsequent
      Receivables since the related Cutoff Date.

            (vi) Each of the Issuer, the Contributor and the Depositor shall
      have certified that as of such Funding Date, (A) no such Person shall be
      insolvent or become insolvent as a result of the transfer of Subsequent
      Receivables on such Funding Date, (B) no such

                                      33

<PAGE>

      Person shall intend to incur or believe that it shall incur debts that
      would be beyond its ability to pay as such debts mature, (C) such
      Subsequent Transfer shall not have been made with actual intent to hinder,
      delay or defraud any Person, (D) the assets of each such Person shall not
      constitute unreasonably small capital to carry out its respective business
      as conducted and (E) no such Person received less than a reasonably
      equivalent value in exchange for the conveyance of the Subsequent
      Receivables by the Contributor to the Depositor and the conveyance by the
      Depositor to the Issuer and the Grant of such Subsequent Receivables to
      the Indenture Trustee on the related Funding Date.

            (vii) The Funding Period shall not have terminated.

            (viii) Each of the Contributor and the Depositor shall, at its own
      expense, on or prior to the Funding Date indicate in its computer files
      that the related Subsequent Receivables have been sold to the Issuer
      pursuant to the Sale and Servicing Agreement and the related Contributor
      Assignment and Depositor Assignment and Granted to the Indenture Trustee
      pursuant to this Indenture.

            (ix) No selection procedures adverse to the interests of the
      Noteholders shall have been utilized in selecting the Subsequent
      Receivables.

            (x) The related Subsequent Transfer shall not result in a material
      adverse tax consequence to the Issuer or the Noteholders.

            (xi) Each of the Contributor and the Depositor shall have taken any
      action required to maintain the first priority perfected ownership
      interest of the Issuer and the Indenture Trustee in the Trust Estate.

            (xii) On or before such Funding Date (other than any Funding Date
      occurring prior to the delivery of the Hedge Agreement(s) as required by
      Section 3.15 hereof), the Issuer shall have executed one or more Hedge
      Agreements with an aggregate notional amount equal to the Note Principal
      Balance after taking into consideration the Additional Note Principal
      Balance to be advanced by the Noteholders on such Funding Date.

            (xiii) On or before such Funding Date, each of the Contributor, the
      Depositor and the Issuer shall have provided any other information
      reasonably requested by the Agent, the Noteholders or the Indenture
      Trustee with respect to any Subsequent Receivables.

   Section 2.13. Fundings. (a) Subject to satisfaction of the conditions
precedent set forth in Sections 2.11 or 2.12 hereof, as applicable, and Eligible
Receivables being available to be acquired pursuant to the Contribution
Agreement, during the Funding Period the Issuer may, at its sole option, from
time to time request that the Holders of the Notes advance on any Funding Date
additional amounts (such amounts, the "Additional Note Principal Balance"), and
the Noteholders which are making such advances shall remit the Additional Note
Principal Balance in accordance with the terms of the Note Purchase Agreement.

      Each Noteholder shall record, on the schedule attached to such
Noteholder's Note, the date and amount of any Additional Note Principal Balance
advanced by it, and each repayment

                                      34

<PAGE>

thereof; provided that failure to make such recordation on such schedule or any
error in such schedule shall not adversely affect any Noteholder's rights with
respect to its Note Principal Balance and its right to receive interest payments
in respect of the Note Principal Balance held by such Noteholder.

      The Indenture Trustee shall keep a written record of the Note Principal
Balance of each Note. Absent manifest error, the Note Principal Balance of each
Note as set forth in the Noteholder's records shall be binding upon all
applicable parties, notwithstanding any other records; provided that failure by
any Noteholder to make such recordation on such Noteholder's records shall not
adversely affect any Noteholder's rights with respect to its Note Principal
Balance and its right to receive interest payments in respect of the Note
Principal Balance held by such Noteholder.

      (b) The aggregate of the Receivable Balances for a Pool of Receivables
(and the Aggregate Receivable Balance, including such Pool of Receivables) shall
be determined by the Servicer on behalf of the Issuer and shall be reflected in
the Funding Certificate with respect to Receivables identified on the related
Schedule of Receivables attached to the Funding Certificate for such Funding.
Each Pool shall become subject to this Indenture.

      (c) The Issuer may acquire funds equal to the applicable Receivables
Advance Amount on the Closing Date or any subsequent Funding Date throughout the
Funding Period as follows:

            (i) on the Closing Date, the Issuer will issue the Notes and the
      Issuer may receive funds from the sale of such Notes in an amount not to
      exceed the Maximum Outstanding Note Amount; and

            (ii) the Noteholder making an advance on any subsequent Funding Date
      during the Funding Period in accordance with the Note Purchase Agreement
      shall, upon the request of the Issuer, advance an Additional Note
      Principal Amount in an integral multiples of $1,000 in an amount equal to
      or greater than $1,000,000; provided, however, that the conditions in
      Section 2.12 are satisfied and that after such Funding the outstanding
      principal balance of Notes Outstanding shall not be greater than the
      Maximum Outstanding Note Amount.

   Section 2.14. Fundings by Noteholders. Subject to the terms hereof and the
Note Purchase Agreement, each Noteholder which is making an advance will use its
best efforts to initiate a wire transfer to the Indenture Trustee of the
Receivables Advance Amount that is specified in the Funding Certificate (which
shall be an amount equal to such Noteholder's share of the Receivables Advance
Amount determined by the terms of the Note Purchase Agreement) at JPMorgan Chase
Bank, ABA 021-000-021, Account # 507947541, REF: Bay View, by 3:00 p.m. (New
York City time) on the applicable Funding Date in immediately available funds.
The Indenture Trustee shall, subject to the satisfaction of the conditions
precedent set forth in Section 2.11 or Section 2.12, as applicable,
simultaneously transfer such Receivables Advance Amount to the Issuer in
accordance with the written instructions of the Issuer. Such amounts received by
the Indenture Trustee from the Noteholders shall be held by the Indenture
Trustee as

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<PAGE>

part of the Trust Estate until disbursed to the Issuer. Such amounts shall not
be commingled with any other monies held by the Indenture Trustee.

   Section 2.15. Access to List of Noteholders' Names and Addresses. The
Indenture Trustee shall furnish or cause to be furnished to the Servicer, the
Agent, any Noteholder or any Financial Institution within 15 days after receipt
by the Indenture Trustee of a request therefor from the Servicer in writing, a
list, in such form as the Servicer may reasonably require, of the names and
addresses of the Noteholders as of the most recent Record Date.

                                  ARTICLE III

               COVENANTS; COLLATERAL; REPRESENTATIONS; WARRANTIES

   Section 3.01. Performance of Obligations. (a) The Issuer will not take any
action or permit any action to be taken by others which would release any Person
from any of such Person's covenants or obligations under any instrument included
in the Trust Estate, or which would result in the amendment, hypothecation,
subordination, termination or discharge of, or impair the validity or
effectiveness of, any such instrument, except as expressly provided in this
Indenture.

      (b) To the extent consistent with its organizational documents, the Issuer
may contract with other Persons to assist it in performing its duties hereunder,
and any performance of such duties shall be deemed to be action taken by the
Issuer. To the extent that the Issuer contracts with other Persons which include
or may include the furnishing of reports, notices or correspondence to the
Indenture Trustee, the Issuer shall identify such Persons in a written notice to
the Indenture Trustee, each Noteholder and the Agent.

      (c) The Issuer, the Contributor and the Depositor will characterize (i)
the transfer of the Receivables by the Contributor to the Depositor pursuant to
the Contribution Agreement as a contribution for financial accounting purposes
and for federal income tax purposes, (ii) the transfer of the Receivables by the
Depositor to the Issuer pursuant to the Sale and Servicing Agreement as an
absolute transfer for legal purposes, (iii) the Grant of the Receivables by the
Issuer under this Indenture as a pledge for federal income tax purposes and for
financial accounting purposes, (iv) the Issuer as the owner of the Receivables
for financial accounting purposes and for federal income tax purposes, (v) the
Notes as indebtedness of the Depositor for federal income tax purposes and (vi)
the Notes as indebtedness of the Contributor and its consolidated subsidiaries
for financial accounting purposes. In this regard, the financial statements of
the Contributor and its consolidated subsidiaries will show the Receivables as
owned by the consolidated group and the Notes as indebtedness of the
consolidated group (and will contain appropriate footnotes describing the
transfers to the Depositor and the Issuer and the pledge to the Indenture
Trustee), and the federal tax returns of the Contributor and its consolidated
subsidiaries will indicate that the Notes are indebtedness of such consolidated
group. The Issuer will cause the Servicer to file all required tax returns and
associated forms, reports, schedules and supplements thereto in a manner
consistent with such characterizations.

      (d) The Issuer covenants to pay all taxes or other similar charges levied
by any governmental authority with regard to the Trust Estate (which shall
include paying any Affiliate

                                      36

<PAGE>

of the Issuer who pays such taxes for any affiliated group of which the Issuer
is a member), except to the extent that the validity or amount of such taxes is
contested in good faith, via appropriate proceedings and with adequate reserves
established and maintained therefor in accordance with generally accepted
accounting principles.

      (e) The Issuer hereby assumes liability for all liabilities associated
with the Trust Estate or created under this Indenture, including but not limited
to any obligation arising from the breach or inaccuracy of any representation,
warranty or covenant of the Issuer set forth herein. Notwithstanding the
foregoing, the Issuer has and shall have no liability with respect to the
payment of principal and interest on the Notes, except as otherwise provided in
this Indenture.

   Section 3.02. Negative Covenants The Issuer will not: (a) sell, transfer,
exchange or otherwise dispose of any portion of its interest in the Trust Estate
except as expressly permitted by this Indenture;

      (b) claim any credit on, or make any deduction from, the principal of or
interest on any of the Notes by reason of the payment of any taxes levied or
assessed upon any portion of the Trust Estate;

      (c) merge or consolidate in whole or in part, except (i) as permitted in
paragraph (ii) of Section 3.10(b) or (ii) with the prior written consent of the
Majority Holders;

      (d) permit the validity or effectiveness of this Indenture or any Grant
hereunder to be impaired, or permit the Lien of this Indenture to be amended,
hypothecated, subordinated, terminated or discharged, or permit any Person to be
released from any covenants or obligations under this Indenture, except as may
be expressly permitted hereby;

      (e) permit any Lien (other than the Lien of this Indenture or any
Permitted Lien) to be created on or extend to or otherwise arise upon or burden
the Trust Estate or any part thereof or any interest therein or the proceeds
thereof;

      (f) permit the Lien of this Indenture not to constitute a valid first
priority, perfected security interest in the Trust Estate;

      (g) incur, assume or guarantee any indebtedness of any Person secured by
any Receivables pledged under this Indenture, except (i) for such obligations as
may be incurred by the Issuer in connection with the issuance of the Notes
pursuant to this Indenture and (ii) as otherwise expressly permitted herein;

      (h) amend or otherwise modify any Transaction Document unless such
amendment is consented to in writing by the Majority HOLDERS and the Indenture
Trustee; or

      (i) act in violation of its Certificate of Trust or the Issuer Trust
Agreement.

   Section 3.03. Money for Note Payments. (a) All payments with respect to any
Notes which are to be made from amounts withdrawn from the Collection Account
pursuant to Section 5.03 hereof shall be punctually made on behalf of the Issuer
by the Indenture Trustee or by a

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<PAGE>

Paying Agent, and no amounts so withdrawn from an Account for payments with
respect to Notes shall be paid over to the Issuer under any circumstances except
as provided in this Section 3.03 and Article V hereof.

      (b) When there shall be a Paying Agent that is not also the Note
Registrar, the Issuer shall furnish, or cause the Note Registrar to furnish, no
later than the fifth calendar day after each Record Date, a list, in such form
as such Paying Agent may reasonably require, of the names and addresses of the
Noteholders and of the number of individual Notes and the Note Principal Balance
of such Notes held by each such Noteholder.

      (c) Whenever there shall be a Paying Agent other than the Indenture
Trustee, the Issuer will, on or before the Business Day immediately preceding
each Payment Date, direct the Indenture Trustee to deposit with such Paying
Agent an aggregate sum sufficient to distribute the amounts then becoming due
(to the extent funds are then available for such purpose in the Collection
Account), such sums to be held in trust for the benefit of the Persons entitled
thereto pursuant to this Indenture. Any moneys deposited with a Paying Agent in
excess of an amount sufficient to distribute the amounts then becoming due on
the Notes with respect to which such deposit was made shall, upon Issuer Order,
be paid over by such Paying Agent to the Indenture Trustee for application in
accordance with Article V hereof.

      (d) The initial Paying Agent shall be the Indenture Trustee. Any
additional or successor Paying Agent shall be appointed by Issuer Order with the
prior written consent of the Majority Holders. The Issuer shall not appoint any
Paying Agent that is not, at the time of such appointment, a depository
institution or trust company incorporated under the laws of the United States of
America or any State thereof and subject to supervision and examination by
federal or State banking authorities.

      (e) The Issuer will cause each Paying Agent other than the Indenture
Trustee to execute and deliver to the Indenture Trustee an instrument in which
such Paying Agent shall agree with the Indenture Trustee, and if the Indenture
Trustee acts as Paying Agent, it hereby so agrees, subject to the provisions of
this Section 3.03, that such Paying Agent will:

            (i) allocate all sums received for payment to the Holders for which
      it is acting as Paying Agent on each Payment Date among such Holders in
      the proportion specified in the applicable Monthly Servicer Report;

            (ii) hold all sums held by it for the payment of amounts due with
      respect to the Notes in trust for the benefit of the Persons entitled
      thereto until such sums shall be distributed to such Persons or otherwise
      disposed of as herein provided and distribute such sums to such Persons as
      herein provided;

            (iii) if such Paying Agent is not the Indenture Trustee, immediately
      resign as a Paying Agent and forthwith pay to the Indenture Trustee all
      sums held by it in trust for payment with respect to the Notes if at any
      time it ceases to meet the standards set forth in clause (d) above
      required to be met by a Paying Agent at the time of its appointment;

            (iv) if such Paying Agent is not the Indenture Trustee, give the
      Indenture Trustee, the Noteholders, each Financial Institution and the
      Agent notice of any

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<PAGE>

      Termination Event, Default, Event of Default or Servicer Event of Default
      coming to its attention in the making of any payments required to be made
      with respect to the Notes for which it is acting as Paying Agent;

            (v) if such Paying Agent is not the Indenture Trustee, at any time
      during the continuance of any such Termination Event, Default, Event of
      Default or Servicer Event of Default, upon the written request of the
      Indenture Trustee, forthwith pay to the Indenture Trustee all sums so held
      in trust by such Paying Agent; and

            (vi) comply with all requirements of the Code and all regulations
      thereunder, with respect to the withholding from any payment made by it on
      any Notes of any applicable withholding taxes imposed thereon and with
      respect to any applicable reporting requirements in connection therewith;
      provided, however, that with respect to withholding and reporting
      requirements applicable to original issue discount (if any) on the Notes,
      the Paying Agent shall have first provided the calculations pertaining
      thereto to the Indenture Trustee.

      (f) The Issuer may at any time, for the purpose of obtaining the
satisfaction and discharge of this Indenture or for any other purpose, by Issuer
Order direct any Paying Agent, if other than the Indenture Trustee, to pay to
the Indenture Trustee all sums held in trust by such Paying Agent, such sums to
be held by the Indenture Trustee upon the same terms as those upon which such
sums were held by such Paying Agent; and upon such payment by any Paying Agent
to the Indenture Trustee, such Paying Agent shall be released from all further
liability with respect to such money.

      (g) Any money held by the Indenture Trustee or any Paying Agent in trust
for the payment of any amount distributable but unclaimed with respect to any
Note shall be held in a non-interest bearing trust account, and if the same
remains unclaimed for two years after such amount has become due to the
Noteholder, it shall be discharged from such trust and paid to the Issuer upon
an Issuer Order, without any further action by any Person; and the Holder of
such Note shall thereafter, as an unsecured general creditor, look only to the
Issuer for payment thereof (but only to the extent of the amounts so paid to the
Issuer), and all liability of the Indenture Trustee or such Paying Agent with
respect to such trust money shall thereupon cease. The Indenture Trustee may
adopt and employ, at the expense of the Issuer, any reasonable means of
notification of such payment (including, but not limited to, mailing notice of
such payment to Noteholders whose Notes have been called but have not been
surrendered for prepayment or whose right to or interest in moneys due and
payable but not claimed is determinable from the records of the Indenture
Trustee or any Paying Agent, at the last address of record for each such
Noteholder).

   Section 3.04. Restriction of Issuer Activities. Until the date that is 365
days after the payment by the Issuer in full of all payments on the Notes, the
Issuer will not on or after the date of execution of this Indenture: (i) engage
in any business or investment activities other than those necessary for,
incident to, connected with or arising out of, owning and Granting the Trust
Estate to the Indenture Trustee for the benefit of the Noteholders, or
contemplated hereby, in the Certificate of Trust, the Issuer Trust Agreement,
the Contribution Agreement and the Sale and Servicing Agreement; (ii) incur any
indebtedness secured in any manner by, or having any claim

                                      39

<PAGE>

against, the Trust Estate or the Issuer other than indebtedness arising under
the Sale and Servicing Agreement, the Insurance Agreement or the letter
agreement relating to the Indenture Trustee Fee; (iii) incur any other
indebtedness except as permitted in the Certificate of Trust or Issuer Trust
Agreement; (iv) amend, or propose to the shareholders of the Depositor for their
consent any amendment of, the Issuer Trust Agreement at the date of this
Indenture (or, if the Issuer shall be a successor to the Person named as the
Issuer in the first paragraph of this Indenture, amend, consent to amendment or
propose any amendment of, the governing instruments of such successor), without
giving notice thereof in writing, 90 days prior to the date on which such
amendment is to become effective, to the Agent and obtaining the prior written
consent thereto of the Majority Holders; (v) except as expressly permitted by
this Indenture or the Transaction Documents, sell, transfer, exchange or
otherwise dispose of any of the properties or assets of the Issuer, including
those included in the Trust Estate; (vi) claim any credit on, or make any
deduction from the principal or interest payable in respect of, the Notes (other
than amounts properly withheld from such payments under the Code) or assert any
claim against any present or former Noteholder by reason of the payment of the
taxes levied or assessed upon any part of the Trust Estate; (vii) permit the
validity or effectiveness of this Indenture to be impaired, or permit the Lien
in favor of the Indenture Trustee created by this Indenture to be amended,
hypothecated, subordinated, terminated or discharged, or permit any Person to be
released from any covenants or obligations with respect to the Notes under this
Indenture except as may be expressly permitted hereby; (viii) permit the Lien of
this Indenture not to constitute a valid perfected first priority (other than
with respect to any Permitted Lien) security interest in the Trust Estate; (ix)
amend, modify or fail to comply with the provisions of the Transaction Documents
without the prior written consent of the Majority Holders; or (x) dissolve or
liquidate in whole or in part or merge or consolidate with any other Person,
other than in compliance with Section 3.10.

   Section 3.05. Protection of Trust Estate. (a) The Issuer intends the security
interest Granted pursuant to this Indenture in favor of the Indenture Trustee,
for the benefit of the Noteholders, the Agent and the Financial Institutions, to
be prior to all other liens in respect of the Trust Estate, and the Issuer shall
take all actions necessary to obtain and maintain, in favor of the Indenture
Trustee, for the benefit of the Noteholders, the Agent and the Financial
Institutions, a first lien on and a first priority, perfected security interest
in the Trust Estate. The Issuer will from time to time prepare, execute and
deliver all such supplements and amendments hereto and all such financing
statements, continuation statements, instruments of further assurance, and other
instruments (all as presented to it in final execution form), and will take such
other action as may be necessary or advisable to:

            (i) provide further assurance with respect to such Grant and/or
      Grant more effectively all or any portion of the Trust Estate,

            (ii) maintain, preserve or enforce (a) the lien and security
      interest (and the priority thereof) in favor of the Indenture Trustee
      created by this Indenture and (b) the terms and provisions of this
      Indenture or carry out more effectively the purposes hereof,

            (iii) perfect, publish notice of, or protect the validity of, any
      Grant made or to be made by this Indenture,

                                      40
<PAGE>

            (iv) enforce any of the Trust Estate,

            (v) preserve and defend title to any Receivable or other item
      included in the Trust Estate and the rights of the Indenture Trustee and
      of the Noteholders in such Receivable or other item against the claims of
      all Persons, or

            (vi)  pay all taxes or assessments levied or assessed upon the Trust
      Estate when due.

      The Issuer shall deliver or cause to be delivered to the Indenture Trustee
file-stamped copies of, or filing receipts for, any document recorded,
registered or filed as provided above, as soon as available following such
recording, registration or filing. The Issuer shall cooperate fully with the
Indenture Trustee and the Agent in connection with the obligations set forth
above and will execute any and all documents reasonably required to fulfill the
intent of this Section 3.05.

      (b) The Issuer hereby irrevocably appoints the Indenture Trustee as its
agent and attorney-in-fact (such appointment being coupled with an interest) to
execute, or authorize the filing of, upon the Issuer's failure to do so, any
financing statement, continuation statement or other instrument, document,
certificate or agreement required pursuant to this Section 3.05; provided,
however, that such designation shall not be deemed to create any duty in the
Indenture Trustee to monitor the compliance of the Issuer with the foregoing
covenants or to execute, or authorize the filing of, any instrument. The Issuer
shall cooperate with the Indenture Trustee and provide to the Indenture Trustee
any information, documents or instruments with respect to such financing
statement, continuation statement or other instrument that the Indenture Trustee
may reasonably require. For purposes of this Section 3.05(b), the Indenture
Trustee will not be deemed to have actual knowledge of any such default if the
Indenture Trustee has not, but should have, received an Opinion of Counsel
pursuant to Section 3.06 addressing the facts surrounding such default.

      (c) Except as necessary or advisable in connection with the fulfillment by
the Indenture Trustee of its duties and obligations described herein or in the
Sale and Servicing Agreement, the Indenture Trustee shall not remove any portion
of the Trust Estate that consists of money or is evidenced by an instrument,
certificate or other writing from the jurisdiction in which it was held as
described in the most recent Opinion of Counsel that was delivered pursuant to
Section 3.06 (or from the jurisdiction in which it was held as described in the
Opinion of Counsel delivered at the Closing Date pursuant to Section 2.11(c), if
no Opinion of Counsel has yet been delivered pursuant to Section 3.06) unless
the Indenture Trustee shall have first received an Opinion of Counsel to the
effect that the Lien created by this Indenture with respect to such property
will continue to be maintained after giving effect to such action or actions.

      (d) No later than sixty (60) days prior to any of the Contributor, the
Depositor or the Issuer making any change in its or their name, identity,
jurisdiction of organization or structure which would make any financing
statement or continuation statement filed in accordance with paragraph (a) above
seriously misleading within the meaning of Section 9-506 of the UCC as in effect
in New York or wherever else necessary or appropriate under applicable law, or
otherwise impair the perfection of the security interest referred to in Article
II hereof, the Issuer shall give

                                       41
<PAGE>

or cause to be given to the Indenture Trustee, the Noteholders and the Agent
written notice of any such change and shall file such financing statements or
amendments as may be necessary to continue the perfection of the Indenture
Trustee's security interest in the Trust Estate. None of the Contributor, the
Depositor or the Issuer shall become or seek to become organized under the laws
of more than one jurisdiction.

      (e) The Issuer shall give the Indenture Trustee, the Noteholders and the
Agent written notice at least sixty (60) days prior to any relocation of the
Contributor's, the Depositor's or the Issuer's respective principal executive
office or jurisdiction of organization and whether, as a result of such
relocation, the applicable provisions of relevant law or the UCC would require
the filing of any amendment of any previously filed financing or continuation
statement or of any new financing statement and shall file such financing
statements or amendments as may be necessary to continue the perfection of the
Indenture Trustee's security interest in the Trust Estate. The Issuer shall at
all times maintain its principal executive office and jurisdiction of
organization within the United States of America.

   Section 3.06. Opinions as to Trust Estate. (a) On the Closing Date and on the
date of each indenture supplement hereto, if any, the Issuer shall furnish to
the Indenture Trustee an Opinion of Counsel either stating that, in the opinion
of such counsel, such action has been taken with respect to the recording and
filing of this Indenture, and indentures supplemental hereto and other requisite
documents and with respect to the execution and filing of any financing
statements and continuation statements, as are necessary to perfect and make
effective the first priority Lien and security interest in favor of the
Indenture Trustee for the benefit of the Noteholders, created by this Indenture
and reciting the details of such action, or stating that, in the opinion of such
counsel, no such action is necessary to make such lien and security interest
effective.

      (b) Within 30 days after the beginning of each calendar year, beginning
with the first calendar year beginning more than three months after the Closing
Date, the Issuer shall furnish to the Indenture Trustee and the Agent an Opinion
of Counsel either stating that, in the opinion of such counsel, such action has
been taken with respect to the recording, filing, re-recording and re-filing of
this Indenture, any indentures supplemental hereto and any other requisite
documents and with respect to the execution and filing of any financing
statements and continuation statements as is necessary to maintain the Lien
created by this Indenture with respect to the Trust Estate and reciting the
details of such action or stating that in the opinion of such counsel no such
action is necessary to maintain such lien and security interest. The Issuer
shall also provide the Indenture Trustee and the Agent with a file stamped copy
of any document or instrument filed as described in such Opinion of Counsel
contemporaneously with the delivery of such Opinion of Counsel. Such Opinion of
Counsel shall also describe the recording, filing, re-recording and re-filing of
this Indenture, any indentures supplemental hereto and any other requisite
documents and the execution and filing of any financing statements and
continuation statements that will, in the opinion of such counsel, be required
to maintain the Lien of this Indenture with respect to the Trust Estate. If the
Opinion of Counsel delivered to the Indenture Trustee and the Agent hereunder
specifies future action to be taken by the Issuer, the Issuer shall furnish a
further Opinion of Counsel no later than the time so specified in such former
Opinion of Counsel to the effect required hereby.

                                       42
<PAGE>

   Section 3.07. Statement as to Compliance. The Issuer will deliver to the
Indenture Trustee, the Agent and the Initial Purchaser, within 90 days after the
end of each fiscal year, an Officer's Certificate stating, as to the signer
thereof, that, (a) a diligent review of the activities of the Issuer during the
preceding calendar year and of its performance under this Indenture has been
made under such officer's supervision, (b) to the best of such officer's
knowledge, based on such review, the Issuer has fulfilled all its obligations
under this Indenture 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 and remedies therefor being
pursued, and (c) no event has occurred and is continuing which is, or after
notice or lapse of time or both would become, an Event of Default hereunder or,
if such an event has occurred and is continuing, specifying each such event
known to him or her and the nature and status thereof and remedies therefor
being pursued.

   Section 3.08. Limitations on Lien. Except for the Lien created by this
Indenture, the Issuer will not create, incur or suffer, or permit to be created
or incurred or to exist, any Lien on any of the Trust Estate.

   Section 3.09. Recording. The Issuer will, upon the Closing Date and
thereafter from time to time, cause financing statements and such other
instruments as may be required with respect thereto, including without
limitation, the Financing Statements to be filed, registered and recorded as may
be required by present or future law (with file stamped copies thereof delivered
to the Indenture Trustee and the Agent), publish notice thereof and create,
perfect and protect the lien hereof upon the Receivables and the other items of
the Trust Estate, and publish notice of and protect the validity of this
Indenture. The Issuer will, from time to time, perform or cause to be performed
any other act as required by law and will execute or cause to be executed any
and all further instruments (including financing statements, continuation
statements and similar statements with respect to any of said documents with
file stamped copies thereof delivered to the Indenture Trustee and the Agent)
that are necessary or reasonably requested by the Indenture Trustee or the Agent
for such creation, perfection, publication and protection. The Issuer shall pay,
or shall cause to be paid, all filing, registration and recording taxes and fees
incident thereto, and all expenses, taxes and other governmental charges
incident to or in connection with the preparation, execution, delivery or
acknowledgment of the recordable documents, any instruments of further
assurance, and the Notes. The Issuer shall deliver (or cause to be delivered) to
the Indenture Trustee and the Agent file stamped copies of, or filing receipts
for any document filed as provided above, as soon as available following such
filing.

   Section 3.10. Agreements Not to Institute Bankruptcy Proceedings; Additional
Covenants. (a) The Issuer shall not, without the unanimous consent of the board
of directors of the Depositor (including each of its Independent Directors),
voluntarily institute any proceedings to adjudicate the Issuer a bankrupt or
insolvent, consent to the institution of bankruptcy or insolvency proceedings
against the Issuer, file a petition seeking or consenting to reorganization or
relief under any applicable federal or State law relating to bankruptcy, consent
to the appointment of a receiver, liquidator, assignee, trustee, sequestrator
(or other similar official) of the Issuer or a substantial part of its property
or admit its inability to pay its debts generally as they become due or
authorize any of the foregoing to be done or taken on behalf of the Issuer.

      (b)   So long as any of the Notes are Outstanding:

                                       43
<PAGE>

            (i) The Issuer will keep in full effect its existence, rights and
      franchises as a statutory trust under the laws of the State of Delaware
      and will obtain and preserve its qualification to do business in each
      jurisdiction in which such qualification is or shall be necessary to
      protect the validity and enforceability of this Indenture, the Notes and
      each asset included in the Trust Estate.

            (ii) The Issuer shall not consolidate or merge with or into any
      other entity or convey or transfer its properties and assets substantially
      as an entirety to any entity unless (A) the entity (if other than the
      Issuer) formed or surviving such consolidation or merger, or that acquires
      by conveyance or transfer the properties and assets of the Issuer
      substantially as an entirety, shall be organized and existing under the
      laws of the United States of America or any State thereof or the District
      of Columbia as a special purpose bankruptcy remote entity, and shall
      expressly assume in form satisfactory to the Majority Holders the
      obligation to make due and punctual payments of principal and interest on
      the Notes then Outstanding and the performance of every covenant on the
      part of the Issuer to be performed or observed pursuant to the Indenture,
      (B) immediately after giving effect to such transaction, no Default or
      Event of Default under this Indenture shall have occurred and be
      continuing, (C) the Issuer shall have delivered to the Noteholders, the
      Agent and the Indenture Trustee an Officer's Certificate and an Opinion of
      Counsel, each stating that such consolidation, merger, conveyance or
      transfer complies with this Indenture, and (D) the Majority Holders shall
      have given their prior written consent.

            (iii) The funds and other assets of the Issuer shall not be
      commingled with those of any other Person except to the extent expressly
      permitted under the Transaction Documents.

            (iv) The Issuer shall not be, become or hold itself out as being
      liable for the debts of any other Person.

            (v) The Issuer shall not form, or cause to be formed, any
      subsidiaries.

            (vi) The Issuer shall not change its name and shall act solely in
      its own name and through its duly authorized officers or agents in the
      conduct of its business, and shall conduct its business so as not to
      mislead others as to the identity of the entity with which they are
      concerned. The Issuer shall not have any employees.

            (vii) The Issuer shall maintain its records and books of account and
      shall not commingle its records and books of account with the records and
      books of account of any other Person. The books of the Issuer may be kept
      (subject to any provision contained in the applicable statutes) inside or
      outside the State of Delaware at such place or places as may be designated
      from time to time by the Certificate of Trust or Issuer Trust Agreement.

            (viii) All actions of the Issuer shall be taken by an Authorized
      Officer of the Issuer (or any Person acting on behalf of the Issuer).

                                       44
<PAGE>

            (ix) The Issuer shall not amend, alter, change or repeal any
      provision contained in this Section 3.10(b) without the prior written
      consent of the Majority Holders, in their sole and absolute discretion.

            (x) The Issuer shall not amend its Certificate of Trust (except as
      required under the Delaware Statutory Trust Act, 12 Del. C., ss.3801 et
      seq.) or the Issuer Trust Agreement, without first obtaining the prior
      written consent of the Majority Holders, in their sole and absolute
      discretion.

            (xi) The Issuer shall not dissolve or liquidate, in whole or in
      part, except with the prior written consent of the Majority Holders, in
      their sole and absolute discretion.

            (xii) The Issuer maintains and will maintain separate records and
      books of account from the Depositor and the Contributor and the
      formalities of the form of its organization.

            (xiii) The annual financial statements (if any) of a beneficial
      owner of the Issuer and the annual financial statements of the Depositor
      and the Contributor will disclose the effects of these transactions in
      accordance with generally accepted accounting principles. Any consolidated
      financial statements which consolidate the assets and earnings of the
      Depositor and the Contributor with those of the Issuer will contain a
      footnote stating that the assets of the Issuer will not be available to
      creditors of the Contributor or the Depositor. The financial statements of
      the Issuer, if any, will disclose that the assets of the Depositor and the
      Contributor are not available to pay creditors of the Issuer.

            (xiv) Other than certain costs and expenses related to the issuance
      of the Notes, neither the Depositor nor the Contributor shall pay the
      Issuer's expenses, guarantee the Issuer's obligations or advance funds to
      the Issuer for payment of expenses except for costs and expenses for which
      either the Depositor or the Contributor is required to make payments, in
      which case the Issuer will reimburse such Person for such payment.

            (xv) All business correspondences of the Issuer are and will be
      conducted in the Issuer's own name and using its own stationary.

            (xvi) The Depositor and the Contributor do not act and will not act
      as agent of the Issuer and the Issuer does not and will not act as agent
      of the Depositor or the Contributor.

            (xvii) Except during the Funding Period, the Issuer shall not fund
      the acquisition of any additional Receivables.

            (xviii) The Issuer shall not make any expenditure (by long-term or
      operating lease or otherwise) for capital assets (either realty or
      personalty).

            (xix) The Issuer shall comply with the requirements of all
      applicable laws, the non-compliance with which would, individually or in
      the aggregate, materially and adversely affect the ability of the Issuer
      to perform its obligations under the Notes, this Indenture or any other
      Transaction Document.

                                       45
<PAGE>

            (xx) The Issuer shall not, directly or indirectly, (i) pay any
      dividend or make any distribution (by reduction of capital or otherwise),
      whether in cash, property, securities or a combination thereof, to the
      Owner Trustee or any owner of a beneficial interest in the Issuer or
      otherwise with respect to any ownership or equity interest or security in
      or of the Issuer or to the Servicer or the Backup Servicer, (ii) redeem,
      purchase, retire or otherwise acquire for value any such ownership or
      equity interest or security or (iii) set aside or otherwise segregate any
      amounts for any such purpose; provided, however, that the Issuer may make,
      or cause to be made, distributions to the Servicer, the Backup Servicer,
      the Owner Trustee and the Indenture Trustee as permitted by, and to the
      extent funds are available for such purpose under, the Sale and Servicing
      Agreement and the Issuer Trust Agreement. The Issuer will not, directly or
      indirectly, make payments to or distributions from the Collection Account
      or any other Account except in accordance with this Indenture and the
      Transaction Documents.

   Section 3.11. Providing of Notice. The Issuer, upon learning of any failure
on its part to observe or perform in any material respect any covenant,
representation or warranty of the Issuer set forth in this Indenture, the Sale
and Servicing Agreement or any other Transaction Document to which it is a
party, or of any failure on the part of the Contributor or the Depositor to
observe or perform in any material respect any covenant, representation or
warranty of the Contributor or the Depositor, as applicable, set forth in the
Contribution Agreement, the Sale and Servicing Agreement or any other
Transaction Document to which it is a party, as applicable, or upon learning of
any Default, Event of Default, Servicer Event of Default or Termination Event,
shall promptly notify, in writing, the Indenture Trustee, the Noteholders, and
the Contributor of such failure or Default, Event of Default, Servicer Event of
Default or Termination Event.

   Section 3.12. Representations and Warranties of the Issuer. The Issuer hereby
reaffirms all of its representations, warranties and covenants made in each of
the other Transaction Documents and represents, warrants and covenants to the
Indenture Trustee, the Noteholders and the Agent that as of the Closing Date and
each Funding Date:

            (a) The Issuer is duly formed and is validly existing as a statutory
      trust in good standing under the laws of the State of Delaware with full
      power and authority to execute and deliver this Indenture, the Sale and
      Servicing Agreement, the Custodian Agreement and each other Transaction
      Document to which it is a party and to perform the terms and provisions
      hereof and thereof; the Issuer is duly qualified to do business as a
      foreign business entity in good standing, and has obtained all required
      licenses and approvals, if any, in all jurisdictions in which the
      ownership or lease of property or the conduct of its business requires
      such qualifications except those jurisdictions in which failure to be so
      qualified would not have a material adverse effect on the business or
      operations of the Issuer, the Trust Estate, the Noteholders, the Agent or
      any Receivable;

            (b) All necessary action has been taken by the Issuer to authorize
      and empower the Issuer, and the Issuer has full power and authority to
      execute, deliver and perform its obligations under this Indenture, the
      Sale and Servicing Agreement, the Custodian Agreement and each other
      Transaction Document to which it is a party, and the Issuer has full power
      and is duly authorized to execute, deliver and perform its obligations
      under this Indenture, the Sale and Servicing Agreement, the Custodian

                                       46
<PAGE>

      Agreement and each other Transaction Document to which it is a party, and
      no consent or approval of any Person is required for the execution,
      delivery or performance by the Issuer of this Indenture, the Sale and
      Servicing Agreement, the Custodian Agreement and each other Transaction
      Document to which it is a party;

            (c) This Indenture, the Sale and Servicing Agreement, the Custodian
      Agreement and each other Transaction Document to which it is a party have
      been duly executed and delivered, and the execution and delivery of this
      Indenture, the Sale and Servicing Agreement, the Custodian Agreement and
      each other Transaction Document to which it is a party by the Issuer and
      its performance and compliance with the terms hereof and thereof will not
      violate the Certificate of Trust or the Issuer Trust Agreement or
      constitute a default (or an event which, with notice or lapse of time, or
      both, would constitute a default) under, or result in the breach of, any
      material contract, indenture, loan, credit agreement or any other
      agreement or instrument (including, without limitation, the Transaction
      Documents) to which the Issuer is a party or which may be applicable to
      the Issuer or any of its assets;

            (d) This Indenture, the Sale and Servicing Agreement, the Custodian
      Agreement and each other Transaction Document to which it is a party
      constitute valid, legal and binding obligations of the Issuer, enforceable
      against it in accordance with their respective terms, subject to
      applicable bankruptcy, insolvency, reorganization, moratorium and other
      similar laws affecting the enforcement of creditors' rights generally and
      to general principles of equity;

            (e) The Issuer is not in violation of, and the execution, delivery
      and performance of this Indenture, the Sale and Servicing Agreement, the
      Custodian Agreement and each other Transaction Document to which it is a
      party by the Issuer will not constitute a violation with respect to, any
      order or decree of any court or any order, regulation or demand of any
      federal, State, municipal or governmental agency, which violation might
      have consequences that would materially and adversely affect the condition
      (financial or other) or operations of the Issuer or its properties or
      might have consequences that would materially affect the performance of
      its duties hereunder or thereunder;

            (f) No proceeding of any kind, including but not limited to
      litigation, arbitration, judicial or administrative, is pending or, to the
      Issuer's knowledge, threatened against or contemplated by the Issuer which
      would under any circumstance have an adverse effect on the execution,
      delivery, performance or enforceability of this Indenture, the Notes or
      any other Transaction Document;

            (g) Each of the representations and warranties of the Issuer set
      forth in the Sale and Servicing Agreement, the Issuer Trust Agreement and
      each other Transaction Document to which it is a party is, as of the
      Closing Date, and will be, as of each Funding Date, true and correct in
      all material respects and each such representation and warranty is hereby
      incorporated in this Indenture as if set forth herein in full.

                                       47
<PAGE>

            (h) The Issuer has not incurred debt or engaged in activities not
      related to the transactions contemplated hereunder except as permitted by
      the Issuer Trust Agreement or Section 3.04 hereof.

            (i) The Issuer is not insolvent and did not become insolvent as a
      result of the Grant pursuant to this Indenture; the Issuer is not engaged
      and is not about to engage in any business or transaction for which any
      property remaining with the Issuer is unreasonably small capital or for
      which the remaining assets of the Issuer are unreasonably small in
      relation to the business of the Issuer or the transaction; the Issuer does
      not intend to incur, and does not believe or reasonably should not have
      believed that it would incur, debts beyond its ability to pay as they
      become due; and the Issuer has not made a transfer or incurred an
      obligation and does not intend to make such a transfer or incur such an
      obligation with actual intent to hinder, delay or defraud any entity to
      which the Issuer was or became, on or after the date that such transfer
      was made or such obligation was incurred, indebted.

            (j) (i) The transfer of the Receivables by the Contributor to the
      Depositor pursuant to the Contribution Agreement is a contribution for
      financial accounting purposes and federal income tax purposes, (ii) the
      transfer of the Receivables by the Depositor to the Issuer pursuant to the
      Sale and Servicing Agreement is an absolute transfer for legal purposes,
      (iii) the Grant of the Receivables by the Issuer pursuant to the terms of
      this Indenture is a pledge for financial accounting purposes and federal
      income tax purposes, (iv) the Issuer is the owner of the Receivables for
      financial accounting purposes and federal income tax purposes, and (v) the
      Notes will be treated by the Issuer as indebtedness of the Depositor for
      federal income tax purposes. In this regard, the financial statements of
      the Contributor and its consolidated subsidiaries will show that the
      Receivables are owned by such consolidated group and the Notes as
      indebtedness of the consolidated group (and will contain footnotes
      describing the transfers to the Depositor and the Issuer and the pledge to
      the Indenture Trustee), and the federal tax returns of the Contributor and
      its consolidated subsidiaries will indicate that the Notes are
      indebtedness of such consolidated group.

            (k) As of the Initial Cutoff Date, the Aggregate Receivable Balance
      is $15,011,005.53.

            (l) The legal name of the Issuer is as set forth in this Indenture;
      the Issuer has no trade names, fictitious names, assumed names or "doing
      business as" names.

            (m) Upon the delivery to the Custodian of the Custodian Files and
      receipt from the Custodian of a Certification and the filing of the
      Perfection UCCs in accordance with applicable law, the Indenture Trustee,
      for the benefit of the Noteholders, shall have a first priority perfected
      security interest in the Receivables and in the proceeds thereof, limited
      with respect to proceeds to the extent set forth in Section 9-315 of the
      UCC as in effect in the applicable jurisdiction. Other than with respect
      to the Financed Vehicles, all filings (including, without limitation, UCC
      filings) and other actions as are necessary in any jurisdiction to perfect
      the ownership, security interest, or other interest of the Indenture
      Trustee in the related Trust Estate, including delivery of the Receivables
      and the

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<PAGE>

      Custodian Files to the Custodian, and the payment of any fees, have been
      made or, with respect to Termination Statements, will be made within two
      (2) Business Days of the Closing Date.

            (n) None of the absolute transfer of the Receivables and security
      interest in the Financed Vehicles by the Contributor to the Depositor
      pursuant to the Contribution Agreement, the absolute transfer of the
      Receivables and security interest in the Financed Vehicles by the
      Depositor to the Issuer pursuant to the Sale and Servicing Agreement, or
      the Grant by the Issuer to the Indenture Trustee pursuant to this
      Indenture is subject to the bulk transfer or any similar statutory
      provisions in effect in any applicable jurisdiction.

            (o) The Issuer is not an "investment company" as such term is
      defined in the 1940 Act.

            (p) The principal place of business of the Issuer is located in the
      State of California and the chief executive office and the jurisdiction of
      organization of the Issuer are located in the State of Delaware, and there
      are no other such locations.

            (q) All tax returns or extensions required to be filed by the Issuer
      in any jurisdiction (other than jurisdictions in which the failure to file
      would not have a material adverse effect on the Issuer, the Issuer's
      ability to perform its obligations under the Transaction Documents, any
      Noteholder or any Receivable or any other part of the Trust Estate) have
      in fact been filed, and all taxes, assessments, fees and other
      governmental charges upon the Issuer, or upon any of the properties,
      income or franchises shown to be due and payable on such returns have
      been, or will be, paid or are being contested in good faith by appropriate
      proceedings with respect to which the Agent has received written notice.
      To the knowledge of the Issuer, all such tax returns are true and correct
      and the Issuer has no knowledge of any proposed additional tax assessment
      against it in any material amount nor of any basis therefor.

            (r) All information heretofore furnished by the Issuer for purposes
      of or in connection with any of the Transaction Documents or any
      transaction contemplated hereby or thereby is, and all such information
      hereafter furnished by the Issuer will be, true and accurate in every
      material respect on the date such information is stated or certified and
      does not and will not contain any material misstatement of fact or omit to
      state a material fact or any fact necessary to make the statements
      contained therein not misleading.

            (s) Since March 31, 2003, no event has occurred that would have a
      material adverse effect on (i) the financial condition or operations of
      Issuer, (ii) the ability of Issuer to perform its obligations under the
      Transaction Documents, or (iii) the collectibility of the Receivables
      generally or any material portion of the Receivables.

            (t) The Issuer has complied in all respects with all applicable
      laws, rules, regulations, orders, writs, judgments, injunctions, decrees
      or awards to which it may be subject, except where the failure to so
      comply could not reasonably be expected to have a

                                       49
<PAGE>

      material adverse effect on the Issuer, any Noteholder, any Receivable or
      other part of the Trust Estate.

   Section 3.13. Representations and Warranties of the Indenture Trustee. The
Indenture Trustee hereby represents and warrants to the Noteholders that as of
the Closing Date and each Funding Date:

            (a) The Indenture Trustee has been duly organized and is validly
      existing as a banking corporation under the laws of the State of New York;

            (b) The Indenture Trustee has full power and authority and legal
      right to execute, deliver and perform its obligations under this
      Indenture, the Sale and Servicing Agreement and each other Transaction
      Document to which it is a party and has taken all necessary action to
      authorize the execution, delivery and performance by it of this Indenture,
      the Sale and Servicing Agreement and each other Transaction Document to
      which it is a party;

            (c) This Indenture, the Sale and Servicing Agreement and each other
      Transaction Document to which it is a party have been duly executed and
      delivered by the Indenture Trustee and constitute the legal, valid, and
      binding obligations of the Indenture Trustee, enforceable against the
      Indenture Trustee in accordance with their respective terms, except as
      such enforceability may be limited by applicable bankruptcy,
      reorganization, insolvency, liquidation, moratorium, fraudulent
      conveyance, or similar laws affecting creditors' or creditors of banks'
      rights and/or remedies generally or by general principles of equity
      (regardless of whether such enforcement is sought in a proceeding in
      equity or at law);

            (d) The execution, delivery and performance this Indenture, the Sale
      and Servicing Agreement and each other Transaction Document to which it is
      a party by the Indenture Trustee will not constitute a violation with
      respect to any order or decree of any court or any order, regulation or
      demand of any federal, State, municipal or governmental agency binding on
      the Indenture Trustee, which violation might have consequences that would
      materially and adversely affect the performance of its duties under this
      Indenture; and

            (e) The execution, delivery and performance of this Indenture, the
      Sale and Servicing Agreement and each other Transaction Document to which
      it is a party by the Indenture Trustee do not require any approval or
      consent of any Person, do not conflict with the articles of incorporation
      or bylaws of the Indenture Trustee.

   Section 3.14. Performance of Obligation. (a) The Issuer will not take any
action and will use its best efforts not to permit any action to be taken by
others that would release any Person from any of such Person's material
covenants or obligations in any Transaction Document or under any instrument or
agreement included in the Trust Estate or that would result in the amendment,
hypothecation, subordination, termination or discharge of, or impair the
validity or effectiveness of, any such instrument or agreement, except as
ordered by any

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<PAGE>

bankruptcy or other court or as expressly provided in this Indenture, the
Transaction Documents or such other instrument or agreement.

      (b) The Issuer may contract with other Persons acceptable to the Majority
Holders to assist it in performing its duties under this Indenture, and any
performance of such duties by a Person identified to the Indenture Trustee in an
Officer's Certificate of the Issuer shall be deemed to be action taken by the
Issuer.

      (c) The Issuer will punctually perform and observe all of its obligations
and agreements contained in this Indenture, the Transaction Documents and in the
instruments and agreements included in the Trust Estate, including, but not
limited to, preparing (or causing to be prepared) and filing (or causing to be
filed) all UCC financing statements and continuation statements required to be
filed by the terms of this Indenture and the other Transaction Documents in
accordance with and within the time periods provided for herein and therein.
Except as otherwise expressly provided therein, the Issuer shall not waive,
amend, modify, supplement or terminate any Transaction Document or any provision
thereof without the consent of the Majority Holders.

      (d) If an Event of Default, Servicer Event of Default or a Termination
Event shall arise from the failure of the Servicer to perform any of its duties
or obligations under the Sale and Servicing Agreement with respect to the
Receivables, the Issuer shall take all reasonable steps available to it to
remedy such failure.

      (e) The Issuer agrees that it will not waive timely performance or
observance by the Servicer, the Contributor or the Depositor of their respective
duties under the Transaction Documents, without the prior written consent of the
Majority Holders and each Noteholder that may be adversely affected thereby.

      (f) If the adoption after the date hereof of any applicable law, rule or
regulation (including any applicable law, rule or regulation regarding capital
adequacy), any accounting principles, or any change in any of the foregoing, or
any change in the interpretation or administration thereof by any governmental
authority charged with the interpretation or administration thereof, or by the
Financial Accounting Standards Board ("FASB"), or compliance by any Noteholder
with any request or directive (whether or not having the force of law) after the
date hereof of any such governmental authority or FASB (a) subjects such
Noteholder to any charge or withholding on or in connection with this Note, the
Note Purchase Agreement, the Liquidity Agreement, the Indenture, or any other
Transaction Document (collectively, the "Funding Documents") or any amounts
outstanding hereunder or thereunder, (b) changes the basis of taxation of
payments to such Noteholder of any amounts payable under any of the Funding
Documents (except for changes in the rate of tax on the overall net income of
the Noteholder), (c) imposes, modifies or deems applicable any reserve,
assessment, insurance charge, special deposit or similar requirement against
assets of, deposits with or for the account of, or any credit extended by, such
Noteholder, (d) has the effect of reducing the rate of return on such
Noteholder's capital to a level below that which such Noteholder could have
achieved but for such adoption, change or compliance (taking into consideration
the Noteholder's policies concerning capital adequacy) or (e) imposes any other
condition, and the result of any of the foregoing is (i) to impose a cost on, or
increase the cost to, such Noteholder of its commitment

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<PAGE>

under any Funding Document or of purchasing, maintaining or funding any interest
acquired under any Funding Document, or (ii) to reduce the amount of any sum
received or receivable by, or to reduce the rate of return of, such Noteholder
under any Funding Document (collectively, the "Increased Costs"), then, upon
demand by such Noteholder with written notice to the Indenture Trustee of the
amount claimed hereunder, the Issuer promises to pay to such Noteholder such
additional amounts as will compensate such Noteholder for such increased cost or
reduction. Without limiting the foregoing, the Issuer acknowledges and agrees
that the fees and other amounts payable by the Issuer to the Noteholders have
been negotiated on the basis that the unused portion of the Noteholders'
commitments under the Note Purchase Agreement and Liquidity Agreement are
treated as "short term commitments" for which there is no regulatory capital
requirement. If any Noteholder determines it is required to maintain capital
against its unused commitment, such Noteholder shall be entitled to compensation
hereunder. Further, for the avoidance of doubt, if the issuance of FASB
Interpretation No. 46, or any other change in accounting standards or the
issuance of any other pronouncement, release or interpretation, causes or
requires the consolidation of all or a portion of the assets and liabilities of
the Issuer or the Initial Purchaser with the assets and liabilities of Barclays
or any Financial Institution, such event shall constitute a circumstance on
which such Barclays or such Financial Institution may base a claim for
reimbursement under this Section.

   Section 3.15. Hedge Agreement Provisions. No later than July 31, 2003, the
Issuer shall enter into, and shall at all times thereafter until the Termination
Date maintain in effect, one or more Hedge Agreements with an aggregate notional
amount equal to the Note Principal Balance, each executed by an Eligible Hedge
Counterparty, relating to the Notes and containing such terms and conditions as
required by the Majority Holders. The benefits of each such Hedge Agreement
shall be assigned to the Indenture Trustee for the benefit of the Holders of the
Notes, the Agent and the Financial Institutions and each such Hedge Agreement
shall be included in the Trust Estate. The Issuer shall pay all acquisition
costs associated with the Hedge Agreements. Any amounts paid under any such
Hedge Agreement to or for the benefit of the Issuer shall be deposited into the
Collection Account immediately upon receipt by the Issuer or the Servicer for
application pursuant to Section 5.03(b).

                                   ARTICLE IV

                   ADMINISTRATION AND SERVICING OF RECEIVABLES

   Section 4.01. Sale and Servicing Agreement. (a) The Sale and Servicing
Agreement, duly executed counterparts of which have been filed with the
Indenture Trustee, sets forth the covenants and obligations of the Servicer with
respect to the Trust Estate and other matters addressed in the Sale and
Servicing Agreement, and reference is hereby made to the Sale and Servicing
Agreement for a detailed statement of said covenants and obligations of the
Servicer thereunder. The Issuer agrees that the Indenture Trustee, in its name
or (to the extent required by law) in the name of the Issuer, may (but is not,
unless so directed by the Majority Holders, required to) enforce all rights of
the Issuer under the Sale and Servicing Agreement for and on behalf of the
Noteholders whether or not the Issuer is in default hereunder.

      (b) Promptly following a request from the Indenture Trustee to do so, the
Issuer shall take all such lawful action as the Indenture Trustee may request to
compel or secure the

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<PAGE>

performance and observance by the Servicer of each of its obligations to the
Issuer and with respect to the Trust Estate under or in connection with the Sale
and Servicing Agreement, in accordance with the terms thereof, and in effecting
such request shall exercise any and all rights, remedies, powers and privileges
lawfully available to the Issuer under or in connection with the Sale and
Servicing Agreement to the extent and in the manner directed by the Indenture
Trustee, including, without limitation, the transmission of notices of default
on the part of the Servicer thereunder and the institution of legal or
administrative actions or proceedings to compel or secure performance by the
Servicer of each of its obligations under the Sale and Servicing Agreement.

      (c) The Issuer shall not waive any default by the Servicer under the Sale
and Servicing Agreement without the written consent of the Majority Holders.

      (d) The Indenture Trustee does not assume any duty or obligation of the
Issuer under the Sale and Servicing Agreement, and the rights given to the
Indenture Trustee thereunder are subject to the provisions of Article VII
hereof.

      (e) The Issuer has not and will not provide any payment instructions to
any Obligor that are inconsistent with the provisions of Section 7.01 of the
Sale and Servicing Agreement.

                                   ARTICLE V

   ACCOUNTS, COLLECTIONS, PAYMENTS OF INTEREST AND PRINCIPAL, RELEASES, SPREAD
                     ACCOUNT, AND STATEMENTS TO NOTEHOLDERS

   Section 5.01. Accounts. (a)(i) The Indenture Trustee, on behalf of the
Noteholders, shall establish and maintain in the name of the Issuer an Eligible
Account (the "Collection Account"), bearing a designation clearly indicating
that the funds deposited therein are held for the benefit of the Indenture
Trustee on behalf of the Noteholders. The Collection Account shall initially be
established with the Indenture Trustee.

      (ii) The Indenture Trustee, on behalf of the Noteholders, shall establish
and maintain in the name of the Issuer an Eligible Account (the "Spread
Account"), bearing a designation clearly indicating that the funds deposited
therein are held for the benefit of the Indenture Trustee on behalf of the
Noteholders. The Spread Account shall initially be established with the
Indenture Trustee.

      (b) Funds on deposit in the Accounts shall be invested by the Indenture
Trustee (or any custodian with respect to funds on deposit in such account) in
Eligible Investments selected in writing by the Servicer (pursuant to standing
instructions or otherwise). All such Eligible Investments shall be held by or on
behalf of the Indenture Trustee for the benefit of the Noteholders. Other than
as permitted by the Majority Holders, funds on deposit in the Accounts shall be
invested in Eligible Investments that will mature so that such funds will be
available at the close of business on the Business Day immediately preceding the
following Payment Date. All Eligible Investments will be held to maturity.

      (c) All investment earnings of moneys deposited in an Account shall be
deposited (or caused to be deposited) by the Indenture Trustee in such Account,
and any loss resulting from

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<PAGE>

such investments shall be charged to such Account. The Servicer will not direct
the Indenture Trustee to make any investment of any funds held in the Accounts
unless the security interest Granted and perfected in such account will continue
to be perfected in such investment, in either case without any further action by
any Person, and, in connection with any direction to the Indenture Trustee to
make any such investment, if requested by the Indenture Trustee, the Servicer
shall deliver to the Indenture Trustee an Opinion of Counsel, acceptable to the
Indenture Trustee, to such effect.

      (d) The Indenture Trustee shall not in any way be held liable by reason of
any insufficiency in the Accounts resulting from any loss on any Eligible
Investment included therein except for losses attributable to the Indenture
Trustee's gross negligence or bad faith or its failure to make payments on such
Eligible Investments issued by the Indenture Trustee, in its commercial capacity
as principal obligor and not as Indenture Trustee, in accordance with their
terms.

      (e) If (i) the Servicer shall have failed to give investment directions in
writing for any funds on deposit in the Accounts to the Indenture Trustee by
3:00 p.m. New York City time (or such other time as may be agreed by the
Servicer and Indenture Trustee) on any Business Day; or (ii) a Default or Event
of Default shall have occurred and be continuing with respect to the Notes but
the Notes shall not have been declared due and payable, or, if such Notes shall
have been declared due and payable following an Event of Default, amounts
collected or receivable from the Trust Property are being applied as if there
had not been such a declaration; then the Indenture Trustee shall, to the
fullest extent practicable, invest and reinvest funds in the Accounts in the
investment described in clause (e) of the definition of Eligible Investments.

      (f) (i) The Indenture Trustee shall possess all right, title and interest
in all funds on deposit from time to time in the Accounts and in all proceeds
thereof (including all investment earnings on the Accounts) and all such funds,
investments, proceeds and income shall be part of the Trust Estate. Except as
otherwise provided herein, the Accounts shall be under the control (as defined
in Section 8-106 of the UCC) of the Indenture Trustee for the benefit of the
Noteholders. If, at any time, any of the Accounts ceases to be an Eligible
Account, the Indenture Trustee (or the Servicer on its behalf) shall within five
Business Days (or such longer period as to which the Agent may consent)
establish a new Account as an Eligible Account and shall transfer any cash
and/or any investments to such new Account. In connection with the foregoing,
the Servicer agrees that, in the event that any of the Accounts are not accounts
with the Indenture Trustee, the Servicer shall notify the Indenture Trustee in
writing promptly upon any of such Accounts ceasing to be an Eligible Account.

      (ii) With respect to the Account Property, the Indenture Trustee agrees
that:

                  (A) any Account Property that is held in deposit accounts
            shall be held solely in Eligible Accounts; and, except as otherwise
            provided herein, each such Eligible Account shall be subject to the
            exclusive custody and control of the Indenture Trustee, and the
            Indenture Trustee shall have sole signature authority with respect
            thereto;

                                       54
<PAGE>

                  (B) any Account Property that constitutes physical property
            shall be delivered to the Indenture Trustee in accordance with
            paragraph (1)(a) or (1)(b), as applicable, of the definition of
            "Delivery" and shall be held, pending maturity or disposition,
            solely by the Indenture Trustee or a securities intermediary (as
            such term is defined in Section 8-102(a)(14) of the UCC) acting
            solely for the Indenture Trustee;

                  (C) any Account Property that is a book-entry security held
            through the Federal Reserve System pursuant to Federal book-entry
            regulations shall be delivered in accordance with paragraph (1)(c)
            or (1)(e), as applicable, of the definition of "Delivery" and shall
            be maintained by the Indenture Trustee, pending maturity or
            disposition, through continued book-entry registration of such
            Account Property as described in such paragraph;

                  (D) any Account Property that is an "uncertificated security"
            under Article 8 of the UCC and that is not governed by clause (C)
            above shall be delivered to the Indenture Trustee in accordance with
            paragraph (1)(d) of the definition of "Delivery" and shall be
            maintained by the Indenture Trustee, pending maturity or
            disposition, through continued registration of the Indenture
            Trustee's (or its nominee's) ownership of such security;

                  (E) the Servicer shall have the power, revocable by the
            Indenture Trustee, to instruct the Indenture Trustee to make
            withdrawals and payments from the Accounts for the purpose of
            permitting the Servicer and the Indenture Trustee to carry out their
            respective duties hereunder; and

                  (F) any Account held by it hereunder shall be maintained as a
            "securities account" as defined in the Uniform Commercial Code as in
            effect in New York (the "New York UCC"), and that it shall be acting
            as a "securities intermediary" for the Indenture Trustee itself as
            the "entitlement holder" (as defined in Section 8-102(a)(7) of the
            New York UCC) with respect to each such Account. The parties hereto
            agree that each Account shall be governed by the laws of the State
            of New York, and regardless of any provision in any other agreement,
            the "securities intermediary's jurisdiction" (within the meaning of
            Section 8-110 of the New York UCC) shall be the State of New York.
            The Indenture Trustee acknowledges and agrees that (a) each item of
            property (whether investment property, financial asset, security,
            instrument or cash) credited to the Accounts shall be treated as a
            "financial asset" within the meaning of Section 8-102(a)(9) of the
            New York UCC and (b) notwithstanding anything to the contrary, if at
            any time the Indenture Trustee shall receive any order from the
            Servicer directing transfer or redemption of any financial asset
            relating to the Accounts, the Indenture Trustee shall comply with
            such entitlement order without further consent by the Issuer, the
            Depositor or any other person. In the event of any conflict of any
            provision of this Section 5.01(f)(ii)(F) with any other provision of
            this Indenture or any other agreement or document, the provisions of
            this Section 5.01(f)(ii)(F) shall prevail.

                                       55
<PAGE>

   Section 5.02. Collection Account and Spread Account. (a) On or prior to the
Closing Date, the Indenture Trustee shall establish and maintain the Collection
Account as the account into which all amounts received by the Local Bank from or
on behalf of Obligors under the terms of the Receivables, and all other amounts
required to be deposited therein pursuant to the Transaction Documents, will be
deposited within two (2) Business Days of receipt thereof. The Indenture Trustee
shall provide or make available electronically (or upon written request, by
first class mail or facsimile) monthly statements on all amounts received in the
Collection Account to the Agent, the Issuer and the Servicer.

      (b) The Servicer will be entitled to be reimbursed from amounts on deposit
in the Collection Account with respect to a Collection Period for amounts
previously deposited in the Collection Account but later determined by the
Servicer to have resulted from mistaken deposits or postings or checks returned
for insufficient funds. The amount to be reimbursed hereunder shall be paid to
the Servicer on the related Payment Date pursuant to Section 5.03(b) upon
certification by the Servicer of such amounts and the provision of such
information to the Indenture Trustee and the Agent as may be necessary in the
opinion of the Agent to verify the accuracy of such certification; provided,
however, that the Servicer must provide such certification within three months
of such mistaken deposit, posting or returned check. In the event that the Agent
has not received evidence satisfactory to it of the Servicer's entitlement to
reimbursement pursuant to this Section, the Agent shall give the Indenture
Trustee notice in writing to such effect, following receipt of which the
Indenture Trustee shall not make a distribution to the Servicer in respect of
such amount pursuant to Section 5.03, or if the Servicer prior thereto has been
reimbursed pursuant to Section 5.03, the Indenture Trustee shall withhold such
amounts from amounts otherwise distributable to the Servicer on the next
succeeding Payment Date.

      (c) On or prior to the Closing Date, the Indenture Trustee shall establish
and maintain the Spread Account. On the Closing Date, the Issuer shall make an
initial deposit into the Spread Account in an amount equal to 0.75% of the
Aggregate Receivable Balance on the Closing Date. The Indenture Trustee shall
provide or make available electronically (or upon written request, by first
class mail or facsimile) monthly statements on all amounts received in the
Spread Account to the Agent, the Issuer and the Servicer.

      (d) On the Transfer Date relating to each Payment Date, the Indenture
Trustee shall transfer to the Collection Account the amount specified by the
Servicer in the related Monthly Servicer Report representing investment earnings
on amounts held in the Spread Account as of the related Determination Date.

   Section 5.03. Distribution of Funds in the Collection Account. (a) On the
Transfer Date relating to each Payment Date, the Indenture Trustee shall
transfer, based on the information set forth in the Monthly Servicer Report, the
Deficiency Claim Amount, if any, from the Spread Account into the Collection
Account.

      (b) On each Payment Date, the Indenture Trustee shall, based on the
information set forth in the related Monthly Servicer Report, (i) allocate funds
for payment from the Collection Account out of Monthly Available Funds in the
following manner and order of priority and

                                       56
<PAGE>

(ii) on the Payment Date, apply amounts on deposit in the Collection Account
specified below in the following manner and order of priority:

            First, to reimburse unreimbursed Servicer Advances in respect of
      prior Payment Dates; provided, however, that unreimbursed Servicer
      Advances shall not be paid with amounts transferred from the Spread
      Account pursuant to Section 5.03(a);

            Second, to pay the Indenture Trustee any amounts owing to the
      Indenture Trustee pursuant to Section 7.07 (including any prior unpaid
      Indenture Trustee Fees and any reasonable attorney's fees and expenses of
      the Indenture Trustee); provided, however, that unless an Event of Default
      shall have occurred and be continuing, scheduled fees and expenses payable
      to the Indenture Trustee in accordance with the Indenture Trustee Fee
      Agreement pursuant to this clause Second shall be limited to an aggregate
      amount of $10,000 per annum, together with any amounts accrued and owing
      under this clause Second and not paid on a prior Payment Date;

            Third, to pay each Hedge Counterparty the net amounts owing, if
      any, by the Issuer under the related Hedge Agreement, other than amounts
      constituting Breakage Costs.

            Fourth, to pay the Servicer the amount necessary to reimburse the
      Servicer for any mistaken deposits or postings or checks returned for
      insufficient funds in accordance with Section 5.02(b);

            Fifth, to the extent not paid by the Servicer, to pay, pro rata, to
      (i) the Local Bank and (ii) the Custodian any unpaid fees and reasonable
      out-of-pocket costs and expenses incurred by each of them;

            Sixth, pro rata, to pay the initial Servicer and the Backup
      Servicer (so long as Bay View Acceptance is acting in its role as initial
      Servicer), the Servicing Fee (less the total of fees and expenses to be
      paid to the Custodian, the Local Bank, and the Back-up Servicer to the
      extent that such amounts have not been previously paid by the Servicer),
      together with any amounts accrued and owing under this clause Sixth and
      not paid on a prior Payment Date;

            Seventh, to pay the Back-up Servicer, upon becoming successor
      Servicer, the Servicing Fee and expenses of the Back-up Servicer permitted
      under the Sale and Servicing Agreement, including any costs incurred in
      connection with any required re-titling or re-liening of the Financed
      Vehicles, to the extent such costs have not been reimbursed by the
      terminated Servicer, and including any Boarding Fees incurred by the
      Backup Servicer at the rate set forth in Schedule II to the Sale and
      Servicing Agreement, together with any amounts accrued and owing under
      this clause Seventh and not paid on a prior Payment Date;

            Eighth, pro rata, to pay the Agent, the Noteholders, Indenture
      Trustee, the Owner Trustee and the Backup Servicer any indemnity amounts
      due and owing to such party under the Transaction Documents; provided,
      however, that indemnity amounts paid to any single claimant pursuant to
      this priority Eighth shall not exceed $100,000 per annum

                                       57
<PAGE>

      (it being understood that all Noteholders shall constitute a single
      claimant and that each indemnified party and any Person claiming by or
      through such indemnified party, including officers, directors, employees
      and agents of such indemnified party, shall constitute a single claimant),
      together with any amounts accrued and owing under this clause Eighth and
      not paid on a prior Payment Date;

            Ninth, to pay to the Agent the Unused Fee and the Program Fee;

            Tenth, to the Noteholders, any Broken Funding Costs and the Note
      Interest;

            Eleventh, to the Noteholders, an amount equal to the Principal
      Payment Amount;

            Twelfth, to pay to the Back-up Servicer, upon the replacement of
      the Servicer, any reasonable expenses of the Back-up Servicer in
      connection with the transition of servicing duties, to the extent not paid
      pursuant to clause Seventh, including reasonable attorneys' fees and
      expenses, in each case, to the extent such costs have not been reimbursed
      by the terminated Servicer, together with any amounts accrued and owing
      under this clause Twelfth and not paid on a prior Payment Date;

            Thirteenth, on each Payment Date prior to the end of the Funding
      Period or the occurrence and continuance of a Termination Event, to
      deposit into the Spread Account an amount such that the balance in the
      Spread Account shall equal the Requisite Amount;

            Fourteenth, to pay to the Noteholders, any Increased Costs;

            Fifteenth, on each Payment Date following the end of the Funding
      Period or the occurrence and continuance of a Termination Event, to pay to
      the Noteholders any remaining amounts as a payment of principal until the
      Note Principal Balance is reduced to zero;

            Sixteenth, pro rata, to pay to the Agent, the Noteholders, the
      Indenture Trustee, the Owner Trustee and the Backup Servicer, any
      indemnity amounts due and owing to such parties under the Transaction
      Documents and not paid to it pursuant to clause Eighth;

            Seventeenth, to pay to the Hedge Counterparty any Breakage Costs
      due and payable under any Hedge Agreement;

            Eighteenth, to pay to the Agent and the Noteholders any other
      amounts due to the Agent and the Noteholders as expressly provided in the
      Transaction Documents; and

            Nineteenth, to pay any amounts due and owing to the Indenture
      Trustee and not paid pursuant to clause Second; and

            Twentieth, to remit any excess funds to the Issuer.

   Section 5.04. Note Payments. (a) The Indenture Trustee shall pay to each
Noteholder of record as of the related Record Date either (i) by wire transfer,
in immediately available funds to

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the account of such Noteholder at a bank or other entity having appropriate
facilities therefor, if such Noteholder shall have provided to the Indenture
Trustee appropriate written instructions at least five (5) Business Days prior
to related Payment Date (which instructions may remain in effect for subsequent
Payment Dates unless revoked by such Noteholder), or (ii) if not, by check
mailed to such Noteholder at the address of such Noteholder appearing in the
Note Register, the amounts to be paid to such Noteholder pursuant to such
Noteholder's Notes.

      (b) In the event that any withholding tax is imposed on the Issuer's
payment (or allocations of income) to a Noteholder, such withholding tax shall
reduce the amount otherwise distributable to the Noteholder in accordance with
this Section. The Indenture Trustee is hereby authorized and directed to retain
from amounts otherwise distributable to the Noteholders sufficient funds for the
payment of any withholding tax that is legally owed by the Issuer as instructed
by the Servicer, in writing in a Monthly Servicer Report (but such authorization
shall not prevent the Indenture Trustee from contesting at the expense of the
Depositor any such withholding tax in appropriate proceedings, and withholding
payment of such withholding tax, if permitted by law, pending the outcome of
such proceedings). The amount of any withholding tax imposed with respect to a
Noteholder shall be treated as cash distributed to such Noteholder at the time
it is withheld by the Trust and remitted to the appropriate taxing authority. If
there is a possibility that withholding tax is payable with respect to a
distribution (such as a distribution to a non-US Noteholder), the Indenture
Trustee may in its sole discretion withhold such amounts in accordance with this
clause (b). In the event that a Noteholder wishes to apply for a refund of any
such withholding tax, the Indenture Trustee shall reasonably cooperate with such
Noteholder in making such claim so long as such Noteholder agrees to reimburse
the Indenture Trustee for any out-of-pocket expenses incurred.

      (c) Each Noteholder, by its acceptance of its Note, will be deemed to have
consented to the provisions of Section 5.03(b) relating to the priority of
payments, and will be further deemed to have acknowledged that no property
rights in any amount or the proceeds of any such amount shall vest in such
Noteholder until such amounts have been distributed to such Noteholder pursuant
to such provisions; provided, that the foregoing shall not restrict the right of
any Noteholder, upon compliance with the provisions hereof, from seeking to
compel the performance of the provisions hereof by the parties hereto.

      (d) For purposes of federal income, State and local income and franchise
and any other income taxes, each Noteholder, by its acceptance of its Note, will
be deemed to have agreed to, and hereby instructs the Indenture Trustee to, (i)
treat the Notes as indebtedness of the Contributor and its consolidated
subsidiaries, (ii) treat the transfer of the Receivables by the Contributor to
the Depositor pursuant to the Contribution Agreement as a contribution, (iii)
treat the Grant of the Receivables by the Issuer to the Indenture Trustee
pursuant to the Indenture as a pledge and (iv) treat the Issuer as the owner of
the Receivables.

   Section 5.05. Statements to Noteholders; Tax Returns. Within thirty (30) days
after the end of each calendar year, the Issuer shall cause the Indenture
Trustee to furnish to each Person who at any time during such calendar year was
a Noteholder of record and received any payment thereon (a) a report as to the
aggregate of amounts paid during such calendar year to each such Noteholder
allocable to principal and allocable to interest for such calendar year or
applicable portion thereof during which such Person was a Noteholder and (b)
such information required by

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<PAGE>

the Code, to enable such Noteholders to prepare their federal and State income
tax returns. The obligation of the Indenture Trustee set forth in this paragraph
shall be deemed to have been satisfied to the extent that information shall be
provided by the Indenture Trustee, in the form of Form 1099 or other comparable
form, pursuant to any requirements of the Code.

      The Issuer shall cause the Servicer, at the Servicer's expense, to cause a
firm of Independent Public Accountants to prepare any tax returns required to be
filed by the Issuer. The Indenture Trustee, upon reasonable written request,
shall furnish the Issuer with all such information in the possession of the
Indenture Trustee as may be reasonably required in connection with the
preparation of all tax returns of the Issuer.

   Section 5.06. Reports by Indenture Trustee. Within five (5) Business Days
after the end of each Collection Period, the Indenture Trustee shall provide or
make available electronically (or upon written request, by first class mail or
facsimile) to the Contributor, the Depositor, the Agent, each Noteholder and the
Servicer a written report setting forth the amount in the Collection Account and
the Spread Account, and the identity of the investments included therein.
Without limiting the generality of the foregoing, the Indenture Trustee shall,
upon the written request of the Contributor, the Depositor or the Agent,
promptly transmit to the Contributor, the Depositor or the Agent, as the case
may be, copies of all accountings of, and information with respect to, the
Collection Account and the Spread Account and payments thereto and therefrom.

   Section 5.07. Final Balances. Upon payment of all principal and interest with
regard to the Notes, all other amounts due to the Agent and the Noteholders as
expressly provided for in the Transaction Documents (including, without
limitation, Increased Costs) and payment of all reasonable fees, charges and
other expenses, such as fees and expenses of the Indenture Trustee, all moneys
remaining in all Accounts, except moneys necessary to make payments equal to
such amounts and payments of principal and interest with respect to the Notes,
which moneys shall be held and disbursed by the Indenture Trustee pursuant to
this Article V, shall be remitted to the Issuer.

                                   ARTICLE VI

                               REPAYMENT OF NOTES

   Section 6.01. Optional Repayment. (a) The Notes are subject to full or
partial repayment prior to the Termination Date, at the option of the Issuer, at
any time (the "Repayment Date") upon (i) delivery to the Indenture Trustee, the
Noteholders and the Agent not less than three (3) Business Days prior to the
date fixed for repayment, of an Officer's Certificate from the Issuer stating
the Issuer's election to repay all or a portion of the Notes, (ii) the deposit
by the Issuer into the Collection Account, to the extent of any shortfall
therein, in the following order of priority, an amount equal to the sum of (A)
the Note Interest due on the outstanding principal balance of the Notes being
repaid, (B) the principal balance of the Notes being repaid, (C) all other
amounts of the type specified in clauses First through Seventeenth of Section
5.03(b) accrued and unpaid through the Repayment Date and (D) an amount
sufficient to pay all costs and expenses related to the repayment, including the
release of any collateral and re-liening of any collateral. Such repayment shall
be in connection with a term securitization or whole loan

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sale of the Receivables by the Issuer (or a combination thereof), or in
connection with other refinancing of the Receivables by the Issuer.

      (b) If such repayment is in connection with a term securitization, whole
loan sale, or combination thereof, then the amount of the repayment shall be not
less than 80% of the Note Principal Balance Outstanding as of the Calculation
Date immediately preceding such term securitization.

      (c) In connection with any repayment which does not constitute repayment
of 100% of the then outstanding Note Principal Balance, the Receivables to be
securitized or refinanced, as the case may be, will be selected and released
from the lien hereof only so long as: (i) no selection criteria adverse to the
Noteholders shall have been used in selecting the Receivables to be securitized
or refinanced, as the case may be, and the Servicer shall have described the
selection criteria to the Agent's reasonable satisfaction, (ii) after giving
effect to the repayment, the representations set forth in Section 2.12(a)(iii)
remain true and correct, (iii) after giving effect to the repayment, the Note
Principal Balance must not exceed the applicable Note Percentage times the
Aggregate Receivable Balance (excluding any Delinquent Receivables and
Receivables that are no longer Eligible Receivables), (iv) all remaining
Receivables must be Eligible Receivables and (v) the Servicer shall have
certified the satisfaction of each of the foregoing clauses (i) through (iv) to
each of the Noteholders and the Agent.

      (d) On the Repayment Date, provided that the Indenture Trustee has
received such amounts, the Indenture Trustee shall (w) as directed by the
Servicer in writing, pay to the Noteholders the principal balance of the Notes
being repaid and the Note Interest due thereon and all other amounts due to such
Noteholders, (x) pay all other Persons the amounts specified in clauses First
through Seventeenth of Section 5.03(b) accrued and unpaid through the Repayment
Date, (y) as directed by the Servicer in writing, release any Collections being
held in the Collection Account which are attributable solely to the Receivables
being repaid to, or at the direction of, the Servicer, and (z) if such repayment
is the final repayment in full of the principal balance and all other amounts
due to the Noteholders, release any remaining assets in the Trust Estate to the
Issuer.

   Section 6.02. Repayment Payments. Prior to the date fixed for repayment, any
additional funds required to pay Note Interest and to reduce the Note Principal
Balance and to pay all other amounts of the type specified in clauses First
through Seventeenth of Section 5.03(b) through the date of such repayment shall
be deposited in the Collection Account with the Indenture Trustee to pay, and
the Indenture Trustee is hereby authorized and directed to apply such funds to
the repayment of, the Notes to be so repaid, together with accrued payments of
interest thereon to the Repayment Date and all other amounts in accordance with
the payment priority provisions contained in Section 5.03(b). Upon the deposit
of funds in full for repayment and payment thereof pursuant to Section 5.04,
payments of interest on the Notes or portions thereof thus repaid shall no
longer accrue interest on and after the date fixed for such final repayment.

   Section 6.03. Cancellation of Notes. After the expiration of the facility
provided for hereunder, all Notes which have been fully repaid, paid in full or
retired or received by the

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Indenture Trustee for exchange shall not be reissued but shall be canceled and
destroyed in accordance with its customary procedures.

   Section 6.04. Release of Collateral. (a) The Indenture Trustee shall, on or
after the Termination Date, release any remaining portion of the Trust Estate
from the lien created by this Indenture and shall deposit in the Collection
Account any funds then on deposit in any other Account. The Indenture Trustee
shall release property from the lien created by this Indenture pursuant to this
Section only upon receipt by the Indenture Trustee and the Agent of an Issuer
Order accompanied by an Officer's Certificate and an Opinion of Counsel
described in Section 314(c)(2) of the Trust Indenture Act of 1939, as amended,
and meeting the applicable requirements of Section 10.02.

      (b) The Issuer shall be entitled to obtain a release from the lien of this
Indenture for any Receivable at any time (i) after a payment by the Depositor,
the Contributor or the Issuer of the Repurchase Price of the Receivable and the
deposit of such payment into the Collection Account, or (ii) if the Servicer, in
accordance with the terms of the Transaction Documents, delivers to the
Indenture Trustee and the Agent an Officer's Certificate in the form of Exhibit
C to the Custodian Agreement, (A) identifying the Receivables to be released,
(B) requesting the release thereof, (C) setting forth the amount deposited in
the Collection Account with respect thereto, and (D) certifying that the amount
deposited in the Collection Account (x) equals the Repurchase Price of the
Receivable, in the event a Receivable is being released from the lien of this
Indenture pursuant to (i) above or (y) equals the entire amount of Insurance
Proceeds and Recoveries received or expected to be received with respect to such
Receivable and related Financed Vehicle and is being released from the lien of
this Indenture in accordance with the terms of the Transaction Documents
pursuant to (ii) above; provided, however, the Issuer shall only be entitled to
any such release purported to be allowed pursuant to (i) or (ii) above if all
other provisions of the Transaction Documents are met.

      (c) Upon satisfaction of the conditions specified in subsection (b), the
Indenture Trustee shall release from the lien of this Indenture and deliver to
or upon the order of the Issuer (or to or upon the order of the Depositor or the
Contributor if it has satisfied its obligations under Section 3.03 of the
Servicing Agreement and Section 3.03 of the Contribution Agreement with respect
to a Receivable) the Receivable and the related Custodian File. Upon the order
of the Issuer, the Indenture Trustee shall authorize a UCC financing statement
prepared by the Servicer evidencing such release. The Servicer shall file any
such authorized UCC financing statements.

      (d) So long as the Indenture Trustee has neither received notice, nor has
actual knowledge, that any Default, Event of Default, Termination Event or
Servicer Event of Default shall have occurred and be continuing or shall result
from such release, the Indenture Trustee shall release its interest in certain
Receivables and collateral related thereto from time to time following its
receipt from the Servicer of a request for release in the form of Exhibit C to
the Custodian Agreement and upon written notification from the Issuer to the
Holders (with a copy to the Indenture Trustee) of the Issuer's request for
release of Receivables. Upon the execution and delivery of a request for release
and the satisfaction of such conditions precedent, the applicable Receivables
and collateral related thereto shall be released by the Indenture Trustee from
the lien of this Indenture. Upon such release, the Issuer shall have the power
to direct the

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<PAGE>

disposition of, or enter into agreements relating to, its rights, title and
interest in the released Receivables including, but not limited to, a sale
thereof to a third party.

                                  ARTICLE VII

                              THE INDENTURE TRUSTEE

   Section 7.01. Duties of Indenture Trustee. (a) If the Indenture Trustee has
received notice pursuant to Section 7.02, or a Responsible Officer of the
Indenture Trustee shall otherwise have actual knowledge that an Event of Default
has occurred and is continuing, the Indenture Trustee shall, at the written
direction of the Majority Holders, exercise such of the rights and powers vested
in it by this Indenture, and use the same degree of care and skill in its
exercise, as a prudent man would exercise or use under the circumstances in the
conduct of his own affairs.

      (b) Except during the occurrence and continuance of such an Event of
Default:

            (i) The Indenture Trustee need perform only those duties that are
      specifically set forth in this Indenture and no others and no implied
      covenants or obligations of the Indenture Trustee shall be read into this
      Indenture.

            (ii) In the absence of gross negligence or bad faith on its part,
      the Indenture Trustee may conclusively rely, and shall be fully protected
      from acting or refraining from acting, as to the truth of the statements
      and the correctness of the opinions expressed therein, upon certificates,
      opinions, resolutions, reports, notices, requests, consents, orders,
      approvals or other instruments furnished to the Indenture Trustee and
      conforming to the requirements of this Indenture. The Indenture Trustee
      shall, however, examine such certificates and opinions to determine
      whether they conform on their face to the requirements of this Indenture
      but the Indenture Trustee shall not be required to determine, confirm or
      recalculate information contained in such certificates or opinions.

      (c) No provision of this Indenture shall be construed to relieve the
Indenture Trustee from liability for its own grossly negligent action, its own
grossly negligent failure to act, or its own willful misconduct, except that:

            (i) This paragraph does not limit the effect of subsection (b) of
      this Section 7.01.

            (ii) The Indenture Trustee shall not be liable for any error of
      judgment made in good faith by a Responsible Officer of the Indenture
      Trustee, unless it is proved that the Indenture Trustee was negligent in
      ascertaining the pertinent facts.

            (iii) The Indenture Trustee shall not be liable with respect to any
      action it takes or omits to take in good faith in accordance with a
      direction received by it from the Noteholders in accordance with this
      Indenture or 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 Indenture.

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<PAGE>

            (iv) Except in connection with the performance of its obligations
      under Section 3.05(b) hereof, the Indenture Trustee shall have no
      responsibility for filing any financing or continuation statement in any
      public office at any time or otherwise to perfect or to maintain the
      perfection of any security interest in any Receivable.

      (d) No provision of this Indenture shall require the Indenture Trustee to
expend or risk its own funds or otherwise incur any financial or other liability
in the performance of any of its duties hereunder, or in the exercise of any of
its rights or powers, if it shall have reasonable grounds for believing that
repayment of such funds or adequate indemnity against such risk or liability is
not assured to it. In having reasonable grounds for believing that such
repayment or indemnity is not assured to it, the Indenture Trustee must consider
not only the likelihood of repayment or indemnity by or on behalf of the Issuer
but also the likelihood of repayment or indemnity from amounts payable to it
from the Trust Estate pursuant to Sections 7.07 and 5.03(b) hereof.

      (e) Every provision of this Indenture that in any way relates to the
Indenture Trustee is subject to the provisions of this Section 7.01.

      (f) The provisions of subsections (a), (b), (c) and (d) of this Section
7.01 shall apply to any co-trustee or separate trustee appointed by the Issuer
and the Indenture Trustee pursuant to Section 7.13 hereof.

      (g) Money held in trust by the Indenture Trustee need not be segregated
from other trust funds held by the Indenture Trustee except to the extent
required by law.

      (h) The permissive right of the Indenture Trustee to take actions
enumerated in this Indenture shall not be construed as a duty, and the Indenture
Trustee shall not be answerable for other than its negligence or willful
misconduct.

      (i) The Indenture Trustee shall not in any way be held liable by reason of
any insufficiency in any account held by the Indenture Trustee resulting from
any loss experienced on any Receivables.

      (j) In no event shall the Indenture Trustee be required to take any action
that conflicts with any of the provisions of this Indenture or with the
Indenture Trustee's fiduciary duties or that adversely affect its rights and
immunities hereunder.

      (k) Upon discovery by the Indenture Trustee of the occurrence of a
Termination Event, Default, Servicer Event of Default or Event of Default or
receipt of notice thereof, the Indenture Trustee shall provide notice thereof to
the Noteholders, the Servicer, the Agent and the Issuer. In the event the
Servicer does not make available to the Agent all reports of the Servicer and
all reports to the Noteholders, upon request of any of the Agent or one of the
Rating Agencies, the Indenture Trustee shall make available promptly after such
request, copies of such Servicer reports as are in Indenture Trustee's
possession to the Agent and the Noteholders.

      (l) In no event shall the Indenture Trustee have any obligations or duties
under or have any liabilities whatsoever to Noteholders under ERISA.

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<PAGE>

      (m) With respect to all Receivables and any related part of the Trust
Estate released from the Lien of this Indenture, the Indenture Trustee shall
assign, without recourse, representation or warranty, to the appropriate Person
as directed by the Issuer, prior to the Termination Date, with the consent of
the Majority Holders, all the Indenture Trustee's right, title and interest in
and to such assets, such assignment being in the form as prepared by the
Servicer or the Issuer and acceptable to the Indenture Trustee. Such Person will
thereupon own such Receivable and related rights appurtenant thereto free of any
further obligation to the Indenture Trustee or the Noteholders with respect
thereto. The Indenture Trustee shall also execute and deliver all such other
instruments or documents as shall be reasonably requested by any such Person to
be required or appropriate to effect a valid transfer of title to a Receivable
and the related assets.

      (n) The Indenture Trustee shall, upon reasonable prior notice to the
Indenture Trustee by the Agent, permit any representative of the Agent, during
the Indenture Trustee's normal business hours, to examine all books of account,
records, reports and other papers of the Indenture Trustee relating to the
Notes, to make copies and extracts therefrom and to discuss the Indenture
Trustee's affairs and actions, as such affairs and actions relate to the
Indenture Trustee's duties with respect to the Notes, with the Indenture
Trustee's officers and employees responsible for carrying out the Indenture
Trustee's duties with respect to the Notes.

      (o) Promptly (but in any event within two Business Days after its receipt
thereof) the Indenture Trustee will furnish to each Noteholder and the Agent a
copy of each certificate, opinion, report, statement, notice or other
communication furnished by or on behalf of the Issuer, the Contributor, the
Depositor, the Servicer or the Custodian to the Indenture Trustee (but not to
the Noteholders or the Agent) pursuant to the Transaction Documents.

   Section 7.02. Notice of Termination Event, Default, Servicer Event of Default
or Event of Default. The Indenture Trustee shall not be required to take notice
of or be deemed to have notice or knowledge of any Termination Event, Default,
Servicer Event of Default or Event of Default, unless specifically notified in
writing at the address set forth in Section 11.04 or until a Responsible Officer
of the Indenture Trustee shall have acquired actual knowledge of any Termination
Event, Default, Servicer Event of Default or Event of Default. If written notice
of the existence of a Termination Event, Default, Event of Default or Servicer
Event of Default has been delivered to a Responsible Officer of the Indenture
Trustee or a Responsible Officer of the Indenture Trustee has actual knowledge
thereof, the Indenture Trustee shall promptly mail to the Agent and each
Noteholder notice thereof, but in any event, no later than 5 days after such
knowledge or notice occurs.

   Section 7.03. Rights of Indenture Trustee. (a) The Indenture Trustee may rely
on any document believed by it to be genuine and to have been signed or
presented by the proper Person. The Indenture Trustee need not investigate any
fact or matter stated in any document.

      (b) Before the Indenture Trustee acts or refrains from acting, it may
require an Officers' Certificate or an Opinion of Counsel. The Indenture Trustee
shall not be liable for any action it takes or omits to take in good faith in
reliance on such Officer's Certificate or Opinion of Counsel.

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<PAGE>

      (c) The Indenture Trustee shall not be liable for any action it takes or
omits to take or any action or inaction it believes in good faith to be
authorized or within its rights or powers.

      (d) Except as provided in Section 7.01(b) hereof, the Indenture Trustee
shall not be bound to make any investigation into the facts of matters stated in
any reports, certificates, payment instructions, opinion, notice, order or other
paper or document unless the Indenture Trustee has actual knowledge to the
contrary.

      (e) The Indenture Trustee may execute any of the trusts or powers
hereunder or perform any duties hereunder either directly or by or through
agents or attorneys or a custodian or nominee, but the Indenture Trustee shall
be responsible for any willful misconduct or negligence on the part of, and for
the supervision of, any such agent, attorney, custodian or nominee appointed by
it hereunder. The Indenture Trustee may consult with counsel, and the advice or
opinion of counsel with respect to legal matters relating to this Indenture and
the Notes shall be full and complete authorization and protection from liability
in respect of any action taken, omitted or suffered by it hereunder in good
faith and in accordance with the advice or opinion of such counsel.

   Section 7.04. Not Responsible for Recitals, Issuance of Notes or Application
of Moneys as Directed. The recitals contained herein and in the Notes, except
the certificates of authentication on the Notes, shall be taken as the
statements of the Issuer, and the Indenture Trustee assumes no responsibility
for their correctness. The Indenture Trustee makes no representations with
respect to the Trust Estate or as to the validity or sufficiency of the Trust
Estate or this Indenture or of the Notes. The Indenture Trustee shall not be
accountable for the use or application by the Issuer of the proceeds of the
Notes. Subject to Section 7.01(b), the Indenture Trustee shall not be liable to
any Person for any money paid to the Issuer upon Issuer Order, Servicer
instruction or order or direction provided in a Monthly Servicer Report
contemplated by this Indenture.

   Section 7.05. May Hold Notes. The Indenture Trustee or any agent of the
Issuer, in its individual or any other capacity, may become the owner or pledgee
of Notes and may otherwise deal with the Issuer or any Affiliate of the Issuer
with the same rights it would have if it were not Indenture Trustee or other
agent.

   Section 7.06. Money Held in Trust. The Indenture Trustee shall be under no
liability for interest on any money received by it hereunder except as otherwise
agreed with the Issuer and except to the extent of income or other gain on
investments which are obligations of the Indenture Trustee.

   Section 7.07. Compensation and Reimbursement. (a) The Issuer agrees:

            (i) to pay the Indenture Trustee from time to time the Indenture
      Trustee Fee. The Indenture Trustee's compensation shall not be limited by
      any law with respect to compensation of a trustee of an express trust and
      the payments to the Indenture Trustee provided by Article V hereto shall
      constitute payment due with respect to the applicable fee agreement or
      letter;

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<PAGE>

            (ii) to reimburse the Indenture Trustee upon request for all
      reasonable expenses, disbursements and advances incurred or made by the
      Indenture Trustee in accordance with any provision of this Indenture
      (including, but not limited to, the reasonable compensation, expenses and
      disbursements of its agents and counsel and allocable costs of in-house
      counsel); provided, however, in no event shall the Issuer pay or reimburse
      the Indenture Trustee or the agents or counsel, including in-house counsel
      of either, for any expenses, disbursements and advances incurred or made
      by the Indenture Trustee in connection with any negligent action or
      inaction on the part of the Indenture Trustee;

            (iii) to indemnify the Indenture Trustee and its officers,
      directors, employees and agents for, and to hold them harmless against,
      any loss, liability or expense incurred without negligence or bad faith on
      the part of the Indenture Trustee arising out of, or in connection with,
      the acceptance or administration of this trust, including the costs and
      expenses of defending itself against any claim of whatever kind or nature,
      regardless of its merit, demanded, asserted or claimed against the
      Indenture Trustee, directly or indirectly, in connection with the exercise
      or performance of any of its powers or duties hereunder, including,
      without limitation all reasonable attorneys' and consultants' fees and
      expenses and court costs; provided, however, that:

                  (A) with respect to any such claim the Indenture Trustee shall
            have given the Issuer, the Contributor, the Agent and the Servicer
            written notice thereof promptly after the Indenture Trustee shall
            have actual knowledge thereof, provided, that failure to notify
            shall not relieve the parties of their obligations hereunder;

                  (B) notwithstanding anything to the contrary in this Section
            7.07(a)(iii), none of the Issuer, the Contributor, the Depositor or
            the Servicer shall be liable for settlement of any such claim by the
            Indenture Trustee entered into without the prior consent of the
            Issuer, the Contributor, the Depositor or the Servicer, as the case
            may be, which consent shall not be unreasonably withheld or delayed;
            and

                  (C) the Indenture Trustee, its officers, directors, employees
            and agents, as a group, shall be entitled to counsel separate from
            the Issuer, the Contributor, the Depositor and the Servicer; to the
            extent the Issuer's, the Contributor's, the Depositor's or the
            Servicer's interests are not (in the determination of the Indenture
            Trustee) adverse to the interests of the Indenture Trustee, its
            officers, directors, employees or agents, the Indenture Trustee may
            agree to be represented by the same counsel as the Issuer, the
            Contributor, the Depositor or the Servicer.

Such payment obligations and indemnification shall survive the termination of
this Indenture and the earlier resignation or removal of the Indenture Trustee.
The Indenture Trustee's expenses are intended as expenses of administration.

      (b) The Indenture Trustee shall, on each Payment Date, in accordance with
the priority of payment set forth in Section 5.03(b), deduct payment of its fees
and expenses

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hereunder from moneys in the Collection Account to the extent not otherwise paid
by the Servicer or any other Person.

      (c) The Issuer agrees to assume and to pay, and to indemnify, defend and
hold harmless the Indenture Trustee and the Noteholders from any taxes which may
at any time be asserted with respect to, and as of the date of, the Grant of the
Trust Estate to the Indenture Trustee, including, without limitation, any sales,
gross receipts, general corporation, personal property, privilege or license
taxes (but with respect to the Noteholders only, not including any federal,
State or other taxes arising out of the creation or the issuance of the Notes or
payments with respect thereto) and costs, expenses and reasonable counsel fees
in defending against the same.

      (d) When the Indenture Trustee incurs expenses after the occurrence of a
Default specified in Section 8.01 with respect to the Issuer, if the surviving
entity has failed to honor such obligation the expenses are intended to
constitute expenses of administration under any insolvency law or under Title 11
of the United States Code.

   Section 7.08. Eligibility; Disqualification. The Indenture Trustee shall
always have a combined capital and surplus as stated in Section 7.09, and shall
always be a bank or trust company with corporate trust powers organized under
the laws of the United States or any State thereof which is a member of the
Federal Reserve System and shall be rated at least "Aa2" by Moody's and "A+" by
S&P. Except as set forth in Section 7.10(d)(ii), each successor Indenture
Trustee must be approved in writing by the Majority Holders.

   Section 7.09. Indenture Trustee's Capital and Surplus. The Indenture Trustee
and/or its parent shall at all times have a combined capital and surplus of at
least $100,000,000. If the Indenture Trustee publishes annual reports of
condition of the type described in Section 310(a)(2) of the Trust Indenture Act
of 1939, as amended, its combined capital and surplus for purposes of this
Section 7.09 shall be as set forth in the latest such report.

   Section 7.10. Resignation and Removal; Appointment of Successor. (a) No
resignation or removal of the Indenture Trustee and no appointment of a
successor Indenture Trustee pursuant to this Section 7.10 shall become effective
until the acceptance of appointment by the successor Indenture Trustee under
Section 7.11.

      (b) The Indenture Trustee may resign at any time by giving written notice
thereof to the Issuer, the Servicer, the Agent and each Noteholder. If an
instrument of acceptance by a successor Indenture Trustee, which Indenture
Trustee shall be acceptable to the Majority Holders, shall not have been
delivered to the Indenture Trustee within thirty (30) days after the giving of
such notice of resignation, the resigning Indenture Trustee may petition any
court of competent jurisdiction for the appointment of a successor Indenture
Trustee.

      (c) The Indenture Trustee may be removed at any time by the Majority
Holders upon 30 days' prior written notice, delivered to the Indenture Trustee,
with copies to the Servicer, the Issuer, the Agent and each Noteholder.

      (d) (i) If at any time the Indenture Trustee shall cease to be eligible
under Section 7.08 or 7.09 or shall become incapable of acting or shall be
adjudged bankrupt or

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insolvent, or a receiver of the Indenture Trustee or of its property shall be
appointed, or any public officer shall take charge or control of the Indenture
Trustee or of its property or affairs for the purpose of rehabilitation,
conservation or liquidation, then, in any such case, (x) the Issuer with the
prior written consent of the Majority Holders, by an Issuer Order, or (y) the
Majority Holders may remove the Indenture Trustee.

      (ii) If the Indenture Trustee shall be removed pursuant to Sections
7.10(c) or (d) and no successor Indenture Trustee acceptable to the Majority
Holders shall have been appointed pursuant to paragraph (e) below and accepted
such appointment within thirty (30) days of the date of removal, the removed
Indenture Trustee may petition any court of competent jurisdiction for
appointment of a successor Indenture Trustee acceptable to the Majority Holders.

      (e) If the Indenture Trustee shall resign, be removed or become incapable
of acting, or if a vacancy shall occur in the office of the Indenture Trustee
for any cause, (i) the Issuer, with the prior written consent of the Majority
Holders, by an Issuer Order or (ii) the Majority Holders shall promptly appoint
a successor Indenture Trustee.

      (f) The Issuer shall give to the Agent and the Noteholders notice of each
resignation and each removal of the Indenture Trustee and each appointment of a
successor Indenture Trustee. Each notice shall include the name of the successor
Indenture Trustee and the address of its Corporate Trust Office.

      (g) The provisions of this Section 7.10 shall apply to any co-trustee or
separate trustee appointed by the Issuer and the Indenture Trustee with the
consent of the Majority Holders pursuant to Section 7.13 hereof.

   Section 7.11. Acceptance of Appointment by Successor. (a) Every successor
Indenture Trustee appointed hereunder shall execute, acknowledge and deliver to
the Issuer and the retiring Indenture Trustee an instrument accepting such
appointment, and thereupon the resignation or removal of the retiring Indenture
Trustee shall become effective and such successor Indenture Trustee, without any
further act, deed or conveyance, shall become vested with all the rights,
powers, trusts and duties of the retiring Indenture Trustee. Notwithstanding the
foregoing, on request of the Issuer or the successor Indenture Trustee, such
retiring Indenture Trustee shall, upon payment of its fees, expenses and other
charges, execute and deliver an instrument transferring to such successor
Indenture Trustee all the rights, powers and trusts of the retiring Indenture
Trustee and shall duly assign, transfer and deliver to such successor Indenture
Trustee all property and money held by such retiring Indenture Trustee
hereunder. Upon request of any such successor Indenture Trustee, the Issuer
shall execute and deliver any and all instruments for more fully and certainly
vesting in and confirming to such successor Indenture Trustee all such rights,
powers and trusts.

      (b) No successor Indenture Trustee shall accept its appointment unless at
the time of such acceptance such successor Indenture Trustee shall be qualified
and eligible under Sections 7.08 and 7.09.

      (c) Notwithstanding the replacement of the Indenture Trustee, the
obligations of the Issuer pursuant to Section 7.07 shall continue for the
benefit of the retiring Indenture Trustee.

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   Section 7.12. Merger, Conversion, Consolidation or Succession to Business of
Indenture Trustee. Any corporation or national banking association into which
the Indenture Trustee may be merged or converted or with which it may be
consolidated, or any corporation, bank, trust company or national banking
association resulting from any merger, conversion or consolidation to which the
Indenture Trustee shall be a party, or any corporation, bank, trust company or
national banking association succeeding to all or substantially all of the
corporate trust business of the Indenture Trustee, shall be the successor of the
Indenture Trustee hereunder if such corporation, bank, trust company or national
banking association shall be otherwise qualified and eligible under Sections
7.08 and 7.09 hereof, without the execution or filing of any paper or any
further act on the part of any of the parties hereto. The Indenture Trustee
shall provide the Agent prior written notice of any such transaction. In case
any Notes have been authenticated, but not delivered, by the Indenture Trustee
then in office, any successor by merger, conversion or consolidation to such
authenticating Indenture Trustee may adopt such authentication and deliver the
Notes so authenticated with the same effect as if such successor Indenture
Trustee had authenticated such Notes.

   Section 7.13. Co-trustees and Separate Indenture Trustees. (a) At any time or
times, for the purpose of meeting the legal requirements of any jurisdiction in
which any of the Trust Estate may at the time be located, the Issuer and the
Indenture Trustee shall have power to appoint, with the prior written consent of
the Majority Holders (and, upon the written request of the Indenture Trustee,
the Issuer shall for such purpose join with the Indenture Trustee in the
execution, delivery and performance of all instruments and agreements necessary
or proper to appoint) one or more Persons approved by the Indenture Trustee
either to act as co-trustee, jointly with the Indenture Trustee, of all or any
part of the Trust Estate, or to act as separate trustee of any such property, in
either case with such powers as may be provided in the instrument of
appointment, and to vest in such Person or Persons in the capacity aforesaid,
any property, title, right or power deemed necessary or desirable, subject to
the other provisions of this Section 7.13. If the Issuer does not join in such
appointment within fifteen (15) days after the receipt by it of a request so to
do, or in case an Event of Default has occurred and is continuing, the Indenture
Trustee alone with the prior written consent of the Majority Holders shall have
power to make such appointment.

      (b) Should any written instrument from the Issuer be required by any
co-trustee or separate trustee so appointed for more fully confirming to such
co-trustee or separate trustee such property, title, right or power, any and all
such instruments shall, on request, be executed, acknowledged and delivered by
the Issuer.

      (c) Every co-trustee or separate trustee shall, to the extent permitted by
law, but to such extent only, be appointed subject to the following terms:

            (i) The Notes shall be authenticated and delivered and all rights,
      powers, duties and obligations hereunder in respect of the custody of
      securities, cash and other personal property held by, or required to be
      deposited or pledged with, the Indenture Trustee hereunder, shall be
      exercised solely by the Indenture Trustee.

            (ii) The rights, powers, duties and obligations hereby conferred or
      imposed upon the Indenture Trustee in respect of any property covered by
      such appointment shall

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      be conferred or imposed upon and exercised or performed by the Indenture
      Trustee or by the Indenture Trustee and such co-trustee or separate
      trustee jointly, as shall be provided in the instrument appointing such
      co-trustee or separate trustee, except to the extent that under any law of
      any jurisdiction in which any particular act is to be performed, the
      Indenture Trustee shall be incompetent or unqualified to perform such act,
      in which event such rights, powers, duties and obligations shall be
      exercised and performed solely by such co-trustee or separate trustee.

            (iii) The Indenture Trustee at any time, by an instrument in writing
      executed by it, with the concurrence of the Issuer evidenced by an Issuer
      Order, may accept the resignation of, or remove, any co-trustee or
      separate trustee appointed under this Section 7.13, and, in case an Event
      of Default has occurred and is continuing, the Indenture Trustee shall
      have power to accept the resignation of, or remove, any such co-trustee or
      separate trustee without the concurrence of the Issuer. Upon the written
      request of the Indenture Trustee, the Issuer shall join with the Indenture
      Trustee in the execution, delivery and performance of all instruments and
      agreements necessary or proper to effectuate such resignation or removal.
      A successor to any co-trustee or separate trustee so resigned or removed
      may be appointed in the manner provided in this Section 7.13.

            (iv) No co-trustee or separate trustee hereunder shall be
      financially or otherwise liable by reason of any act or omission of the
      Indenture Trustee, or any other such trustee hereunder, and the Indenture
      Trustee shall not be financially or otherwise liable by reason of any act
      or omission of any co-trustee or other such separate trustee hereunder.

            (v) Any Act of Noteholders delivered to the Indenture Trustee shall
      be deemed to have been delivered to each such co-trustee and separate
      trustee.

   Section 7.14. Books and Records. The Indenture Trustee agrees to provide to
the Noteholders and the Agent the right during normal business hours upon prior
reasonable notice in writing to inspect its books and records insofar as the
books and records relate to the functions and duties of the Indenture Trustee
pursuant to this Indenture.

   Section 7.15. Control. Upon the Indenture Trustee being adequately
indemnified in writing to its satisfaction, the Majority Holders shall have the
right to direct the Indenture Trustee with respect to any action or inaction by
the Indenture Trustee hereunder, the exercise of any trust or power conferred on
the Indenture Trustee, or the conduct of any proceeding for any remedy available
to the Indenture Trustee with respect to the Notes or the Trust Estate provided
that:

            (a) such direction shall not be in conflict with any rule of law or
      with this Indenture or expose the Indenture Trustee to financial or other
      liability (for which it has not been adequately indemnified) or be unduly
      prejudicial to the Noteholders not approving such direction including, but
      not limited to and without intending to narrow the scope of this
      limitation, direction to the Indenture Trustee to act or omit to act,
      directly or

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      indirectly, to amend, hypothecate, subordinate, terminate or discharge any
      Lien benefiting the Noteholders in the Trust Estate;

            (b) the Indenture Trustee may take any other action deemed proper by
      the Indenture Trustee which is not inconsistent with such direction; and

            (c) except as expressly provided otherwise herein (but only with the
      consent of or at the direction of the Majority Holders), the Indenture
      Trustee shall have the authority to take any enforcement action which it
      reasonably deems to be necessary to enforce the provisions of this
      Indenture.

   Section 7.16. Suits for Enforcement. If an Event of Default shall occur and
be continuing, the Indenture Trustee shall, at the direction of the Majority
Holders and upon receipt of an Opinion of Counsel, if it so chooses, proceed to
protect and enforce its rights and the rights of any Noteholders under this
Indenture by a suit, action or proceeding in equity or at law or otherwise,
whether for the specific performance of any covenant or agreement contained in
this Indenture or in aid of the execution of any power granted in this Indenture
or for the enforcement of any other legal, equitable or other remedy as the
Indenture Trustee, being advised by counsel, shall deem most effectual to
protect and enforce any of the rights of the Indenture Trustee or any
Noteholders, but in no event shall the Indenture Trustee be liable for any
failure to act in the absence of direction from the Majority Holders.

                                  ARTICLE VIII

                                EVENT OF DEFAULT

   Section 8.01. Events of Default. The occurrence of any of the following
events shall constitute an "Event of Default" hereunder:

            (a) default in the payment of any interest on the Notes when the
      same becomes due and payable;

            (b) default in the payment of the principal of or any installment of
      the principal of the Notes on the Maturity Date; or the failure of the
      Issuer or the Servicer to make any other payment, deposit or transfer
      required hereunder within two (2) Business Days of its due date;

            (c) the Issuer shall consent to the appointment of a conservator or
      receiver or liquidator in any insolvency, marshaling of assets and
      liabilities or similar proceedings or relating to the Issuer or relating
      to all or substantially all of the property of the Issuer, or a decree or
      order of a court or agency or supervisory authority having jurisdiction in
      the premises for the appointment of a conservator or receiver or
      liquidator in any insolvency, marshaling of assets and liabilities or
      similar proceedings shall have been entered against the Issuer; or the
      Issuer shall admit in writing its inability to pay all or substantially
      all of its debts generally as they become due, file (or have filed against
      it) a petition to take advantage of any applicable insolvency, bankruptcy
      or reorganization statute or make an assignment of all or substantially
      all of its property for the benefit of its creditors;

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            (d) (i) failure to observe or perform any covenant or obligation of
      the Issuer set forth in this Indenture (other than the failure to make any
      required payment with respect to the Notes), which has not been cured
      within twenty (20) days from the date of receipt by the Issuer of written
      notice from the Indenture Trustee of such breach or default, or (ii) the
      failure of the Issuer to deposit into the Collection Account all amounts
      required to be deposited therein by the required deposit date;

            (e) any representation, warranty or statement of the Issuer (other
      than certain representations and warranties with respect to the
      eligibility of the Receivables) contained in this Indenture, the Sale and
      Servicing Agreement or any report, document or certificate delivered by
      the Issuer pursuant to the foregoing agreements shall prove to be
      incorrect in any material respect as of the time when the same shall have
      been made and, within thirty (30) days after written notice thereof shall
      have been given to the Indenture Trustee and the defaulting party by the
      Servicer, the Indenture Trustee, the Agent or the Majority Holders;

            (f) the cessation of a valid perfected first priority security
      interest in the Receivables (the aggregate outstanding balance of which is
      in excess of $100,000) or the Accounts in favor of the Indenture Trustee
      which is not cured within three (3) days of receipt of notice thereof;

            (g) any of the Issuer, the Contributor or the Depositor shall become
      an "investment company" within the meaning of the Investment Company Act;
      and

            (h) any Termination Event specified in clause (a), (c), (d), (f),
      (g), (h), (i), (j), (k), (l), (m), (n), (o), (p), (q), (s), (t), or (u) of
      the definition thereof.

then in the case of any event described in the foregoing subparagraphs, after
the applicable grace period set forth in such subparagraphs, if any, the
Indenture Trustee shall give written notice of the occurrence of an Event of
Default to the Agent and the Noteholders, and the Indenture Trustee, at the
direction of the Majority Holders, shall then give notice in writing to the
Contributor, the Depositor, the Backup Servicer and the Issuer that an Event of
Default has occurred as of the date of such notice. The Issuer is required to
give the Indenture Trustee and the Agent written notice of the occurrence of any
Event of Default immediately after actual knowledge thereof.

   Section 8.02. Actions of Indenture Trustee. If an Event of Default shall
occur and be continuing, the Indenture Trustee shall, at the direction of the
Majority Holders, in addition to taking those actions set forth elsewhere in
Article VIII hereof, do one or more of the following:

            (a) declare the entire unpaid principal amount of the Notes, all
      interest accrued and unpaid thereon and all other amounts payable under
      this Indenture and the other Transaction Documents to become immediately
      due and payable;

            (b) take possession of and sell the Trust Estate;

            (c) institute proceedings for collection of amounts due on the Notes
      or under this Indenture by automatic acceleration or otherwise, or if no
      such acceleration or

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      collection efforts have been made, or if such acceleration or collection
      efforts have been made, but have been annulled or rescinded, the Indenture
      Trustee may elect to take possession of the Trust Estate and collect or
      cause the collection of the proceeds thereof and apply such proceeds in
      accordance with the applicable provisions of the Indenture;

            (d) enforce any judgment obtained and collect any amounts adjudged
      from the Issuer;

            (e) institute any proceedings for the complete or partial
      foreclosure of the lien created by the Indenture with respect to the Trust
      Estate; and

            (f) protect the rights of the Indenture Trustee and the Noteholders
      by taking any appropriate action including exercising any remedy of a
      secured party under the UCC or any other applicable law.

   Section 8.03. Indenture Trustee May File Proofs of Claim. In case of the
pendency of any receivership, insolvency, liquidation, bankruptcy,
reorganization, arrangement, composition or other judicial proceeding relative
to the Issuer or any other obligor upon the Notes or the property of the Issuer
or of such other obligor or their creditors, the Indenture Trustee (irrespective
of whether the Notes shall then be due and payable as therein expressed or by
declaration or otherwise and irrespective of whether the Indenture Trustee shall
have made any demand on the Issuer for the payment of overdue principal or any
interest or other amounts) shall, at the written direction of the Majority
Holders, by intervention in such proceeding or otherwise,

            (a) file and prove a claim for the whole amount owing and unpaid in
      respect of the Notes issued hereunder and to file such other papers or
      documents as may be necessary or advisable in order to have the claims of
      the Indenture Trustee (including any claim for the reasonable
      compensation, expenses, disbursements and advances of the Indenture
      Trustee, its agents and counsel) and of the Noteholders allowed in such
      proceeding, and

            (b) collect and receive any moneys or other property payable or
      deliverable on any such claims and to distribute the same;

and any receiver, assignee, trustee, liquidator, or sequestrator (or other
similar official) in any such proceeding is hereby authorized by each Noteholder
to make such payments to the Indenture Trustee and, in the event that the
Indenture Trustee shall consent to the making of such payments directly to the
Noteholders, to pay to the Indenture Trustee any amount due to it for the
reasonable compensation, expenses, disbursements and advances of the Indenture
Trustee, its agents and counsel, and any other amounts due the Indenture Trustee
under Section 7.07.

      Nothing herein contained shall be deemed to authorize the Indenture
Trustee to authorize and consent to or accept or adopt on behalf of any
Noteholder any plan of reorganization, arrangement, adjustment, or composition
affecting any of the Notes or the rights of any Noteholder thereof, or to
authorize the Indenture Trustee to vote in respect of the claim of any
Noteholder in any such proceeding.

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   Section 8.04. Indenture Trustee May Enforce Claim Without Possession of
Notes. All rights of action and claims under this Indenture or the Notes may be
prosecuted and enforced by the Indenture Trustee, with the prior written consent
of the Majority Holders or at the direction of the Majority Holders, without the
possession of any of the Notes or the production thereof in any proceeding
relating thereto, and any such proceeding instituted by the Indenture Trustee
shall be brought in its own name as trustee for the benefit of the Noteholders,
and any recovery of judgment shall be applied first, to the payment of the
reasonable compensation, expenses, disbursements and advances of the Indenture
Trustee, its agents and counsel and any other amounts due the Indenture Trustee
under Section 7.07 (provided that, any indemnification by the Issuer under
Section 7.07 shall be paid only in the priority set forth in Section 5.03(b))
hereof, second, to the Back-up Servicer, if any, for any fees and expenses due
to the Back-up Servicer under the Transaction Documents, third, to the Agent,
for any fees and expenses due to the Agent hereunder, fourth, for the ratable
benefit of the Noteholders for all amounts due to such Noteholders, and fifth,
to the Issuer.

   Section 8.05. Knowledge of Indenture Trustee. Any references herein to the
knowledge, discovery or learning of the Indenture Trustee shall mean and refer
to a Responsible Officer of the Indenture Trustee.

   Section 8.06. Limitation on Suits. No Holder of any Note shall have any right
to institute any Proceeding, judicial or otherwise, with respect to this
Indenture, or for the appointment of a receiver or trustee, or for any other
remedy hereunder unless:

            (a) such Holder has previously given written notice to the Indenture
      Trustee of a continuing Event of Default;

            (b) the Majority Holders shall have made written request to the
      Indenture Trustee to institute Proceedings in respect of such Event of
      Default in its own name as Indenture Trustee hereunder;

            (c) such Holder or Holders have offered to the Indenture Trustee
      reasonable indemnity against the costs, expenses and liabilities to be
      incurred in compliance with such request;

            (d) the Indenture Trustee for 30 days after its receipt of such
      notice, request and offer of security or indemnity has failed to institute
      any such Proceedings; and

            (e) no direction inconsistent with such written request has been
      given to the Indenture Trustee during such 30-day period by the Majority
      Holders;

it being understood and intended that no one or more Holders of Notes shall have
any right in any manner whatever by virtue of, or by availing of, any provision
of this Indenture to affect, disturb or prejudice the rights of any other
Holders of Notes, or to obtain or to seek to obtain priority or preference over
any other Holders or to enforce any right under this Indenture, except in the
manner herein provided.

   Section 8.07. Unconditional Right of Noteholders to Receive Principal and
Interest. The Holders of the Notes shall have the right, which is absolute and
unconditional, subject to the

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express terms of this Indenture, to receive payment of principal and interest on
such Notes, subject to the respective relative priorities provided for in this
Indenture, as such principal and interest becomes due and payable from the Trust
Estate and to institute Proceedings for the enforcement of any such payment, and
such right shall not be impaired except as expressly permitted herein without
the consent of such Holders.

   Section 8.08. Restoration of Rights and Remedies. If the Indenture Trustee or
any Noteholder has instituted any Proceeding to enforce any right or remedy
under this Indenture and such Proceeding has been discontinued or abandoned for
any reason, or has been determined adversely to the Indenture Trustee or to such
Noteholder, then, and in every case, the Issuer, the Indenture Trustee and the
Noteholders shall, subject to any determination in such Proceeding, be restored
severally and respectively to their former positions hereunder, and thereafter
all rights and remedies of the Indenture Trustee and the Noteholders shall
continue as though no such Proceeding had been instituted.

   Section 8.09. Rights and Remedies Cumulative. Except as otherwise provided
with respect to the replacement or payment of mutilated, destroyed, lost or
stolen Notes in the last paragraph of Section 2.08 hereof, no right or remedy
herein conferred upon or reserved to the Indenture Trustee or to the Noteholders
is intended to be exclusive of any other right or remedy, and every right and
remedy shall, to the extent permitted by law, be cumulative and in addition to
every other right and remedy given hereunder or now or hereafter existing at law
or in equity or otherwise. The assertion or employment of any right or remedy
hereunder, or otherwise, shall not prevent the concurrent assertion or
employment of any other appropriate right or remedy.

   Section 8.10. Delay or Omission; Not Waiver. No delay or omission of the
Indenture Trustee or of any Holder of any Note to exercise any right or remedy
accruing upon any Event of Default shall impair any such right or remedy or
constitute a waiver of any such Event of Default or any acquiescence therein.
Every right and remedy given by this Article VIII or by law to the Indenture
Trustee or to the Noteholders may be exercised from time to time, and as often
as may be deemed expedient, by the Indenture Trustee or by the Noteholders, as
the case may be.

   Section 8.11. Control by Noteholders. The Majority Holders shall have the
right to direct the time, method and place of conducting any Proceeding for any
remedy available to the Indenture Trustee or exercising any trust or power
conferred on the Indenture Trustee; provided that:

            (a) such direction shall not be in conflict with any rule of law or
      with this Indenture including, without limitation, any provision hereof
      which expressly provides for approval by a greater percentage of the
      aggregate principal amount of all Outstanding Notes;

            (b) the Indenture Trustee may take any other action deemed proper by
      the Indenture Trustee which is not inconsistent with such direction;
      provided, however, that, subject to Section 7.01 hereof, the Indenture
      Trustee need not take any action which a Responsible Officer or Officers
      of the Indenture Trustee in good faith determines might involve it in
      personal liability (unless the Indenture Trustee is furnished with the
      reasonable indemnity referred to in Section 8.11(c) below); and

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            (c) the Indenture Trustee has been furnished reasonable indemnity
      against costs, expenses and liabilities which it might incur in connection
      therewith.

   Section 8.12. Waiver of Certain Events by Less than All Noteholders. The
Majority Holders may, on behalf of the Holders of all the Notes, waive any past
Termination Event, Default, Event of Default or Servicer Event of Default
hereunder, and its consequences, except:

            (a) a Default in the payment of the principal of or interest on any
      Note, or a Default caused by the Issuer becoming an "investment company"
      under the Investment Company Act of 1940, as amended, or

            (b) in respect of a covenant or provision hereof which under Article
      IX hereof cannot be modified or amended without the consent of the Holder
      of each Outstanding Note affected.

      Upon any such waiver, such Termination Event, Default, Event of Default or
Servicer Event of Default shall cease to exist, and any Termination Event,
Default, Event of Default or Servicer Event of Default or other consequence
arising therefrom shall be deemed to have been cured for every purpose of this
Indenture; but no such waiver shall extend to any subsequent or other
Termination Event, Default, Event of Default or Servicer Event of Default or
impair any right consequent thereon.

   Section 8.13. Undertaking for Costs. All parties to this Indenture agree, and
each Holder of any Note by its acceptance thereof shall be deemed to have
agreed, that any court may in its discretion require, in any suit for the
enforcement of any right or remedy under this Indenture, or in any suit against
the Indenture Trustee for any action taken, suffered or omitted by it as
Indenture Trustee, the filing by any party litigant in such suit of an
undertaking to pay the costs of such suit, and that such court may in its
discretion assess reasonable costs, including reasonable attorneys' fees,
against any party litigant in such suit, having due regard to the merits and
good faith of the claims or defenses made by such party litigant; but the
provisions of this Section 8.13 shall not apply to any suit instituted by the
Indenture Trustee or to any suit instituted by any Noteholder for the
enforcement of the payment of the principal of or interest on any Note on or
after the Maturity Date expressed in such Note.

   Section 8.14. Waiver of Stay or Extension Laws. The Issuer covenants (to the
extent that it may lawfully do so) that it will not, at any time, insist upon,
or plead, or in any manner whatsoever claim or take the benefit or advantage of,
any stay or extension law wherever enacted, now or at any time hereafter in
force, which may affect the covenants or the performance of this Indenture; and
the Issuer (to the extent that it may lawfully do so) hereby expressly waives
all benefit or advantage of any such law, and covenants that it will not hinder,
delay or impede the execution of any power herein granted to the Indenture
Trustee, but will suffer and permit the execution of every such power as though
no such law had been enacted.

   Section 8.15. Sale of Trust Estate. (a) The power to effect any sale of any
portion of the Trust Estate pursuant to this Article VIII shall not be exhausted
by any one or more sales as to any portion of the Trust Estate remaining unsold,
but shall continue unimpaired until the entire Trust Estate securing the Notes
shall have been sold or all amounts payable on the Notes and

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under this Indenture with respect thereto shall have been paid. The Indenture
Trustee may from time to time postpone any sale by public announcement made at
the time and place of such sale.

      (b) The Indenture Trustee shall not, in any private sale, sell to a third
party the Trust Estate, or any portion thereof unless the Majority Holders
direct the Indenture Trustee to make such sale; provided, however, that either
(x) such sale does not result in any Note receiving less than all of its
outstanding principal, accrued interest to the date of such sale and all other
amounts due and owing to the related Noteholders as of the date of such sale,
and the Indenture Trustee and the Backup Servicer receive all amounts owed them
or (y) 100% of the Holders have consented to such sale.

      (c) The Indenture Trustee or any Noteholder may bid for and acquire any
portion of the Trust Estate in connection with a public or private sale thereof,
and in lieu of paying cash therefor, any Noteholder may make settlement for the
purchase price by crediting against amounts owing on the Notes of such Holder or
other amounts owing to such Holder secured by this Indenture, that portion of
the net proceeds of such sale to which such Holder would be entitled, after
deducting the reasonable costs, charges and expenses incurred by the Indenture
Trustee or the Noteholders in connection with such sale. The Notes need not be
produced in order to complete any such sale, or in order for the net proceeds of
such sale to be credited against the Notes. The Indenture Trustee or the
Noteholders may hold, lease, operate, manage or otherwise deal with any property
so acquired in any manner permitted by law.

      (d) The Indenture Trustee shall execute and deliver an appropriate
instrument of conveyance transferring its interest in any portion of the Trust
Estate in connection with a sale thereof. In addition, the Indenture Trustee is
hereby irrevocably appointed the agent and attorney-in-fact of the Issuer to
transfer and convey its interest in any portion of the Trust Estate in
connection with a sale thereof, and to take all action necessary to effect such
sale. No purchaser or transferee at such a sale shall be bound to ascertain the
Indenture Trustee's authority, inquire into the satisfaction of any conditions
precedent or see to the application of any monies.

      (e) The method, manner, time, place and terms of any sale of all or any
portion of the Trust Estate shall be commercially reasonable.

   Section 8.16. Action on Notes. The Indenture Trustee's right to seek and
recover judgment on the Notes or under this Indenture shall not be affected by
the seeking, obtaining or application of any other relief under or with respect
to this Indenture. Neither the lien of this Indenture nor any rights or remedies
of the Indenture Trustee or the Noteholders shall be impaired by the recovery of
any judgment by the Indenture Trustee against the Issuer or by the levy of any
execution under such judgment upon any portion of the Trust Estate or upon any
of the assets of the Issuer.

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                                   ARTICLE IX

                             SUPPLEMENTAL INDENTURES

   Section 9.01. Supplemental Indentures Without Noteholder Approval. (a) With
prior written notice to the Agent and the Noteholders, the Issuer and the
Indenture Trustee, when authorized by an Issuer Order, at any time and from time
to time, may enter into one or more amendments or indentures supplemental
hereto, in form satisfactory to the Indenture Trustee, for any of the following
purposes:

            (i) to correct, amplify or add to the description of any property at
      any time subject to the Lien of this Indenture, or better to assure,
      convey and confirm unto the Indenture Trustee any property subject or
      required to be subjected to the Lien of this Indenture, or to subject to
      the Lien of this Indenture additional property;

            (ii) to evidence the succession of another Person to either the
      Issuer or the Indenture Trustee in accordance with the terms hereof, and
      the assumption by any such successor of the covenants of the Issuer or the
      Indenture Trustee contained herein and in the Notes;

            (iii) to add to the covenants of the Issuer or the Indenture
      Trustee, for the benefit of the Noteholders or to surrender any right or
      power herein conferred upon the Issuer; or

            (iv) to effect any matter specified in Section 9.06 hereof.

      (b) Promptly after the execution by the Issuer and the Indenture Trustee
of any amendment or supplemental indenture pursuant to this Section 9.01, the
Indenture Trustee shall mail to the Noteholders and the Agent a copy of such
supplemental indenture. Any failure of the Indenture Trustee to mail such copy
shall not, however, in any way impair or affect the validity of any such
amendment or supplemental indenture.

   Section 9.02. Supplemental Indentures with Consent of Noteholders. (a) With
the prior written consent of each Noteholder affected thereby, the Issuer and
the Indenture Trustee, when authorized by an Issuer Order, may enter into an
amendment or a supplemental indenture for the purpose of adding any provisions
to, or changing in any manner or eliminating any of the provisions of, the
Indenture or of modifying in any manner the rights of the Noteholders under the
Indenture for the following purposes:

            (i) change the Maturity Date of the principal of any Note, or the
      due date of any payment of interest on any Note, or reduce the principal
      amount thereof, or the interest rate thereon, change the place of payment
      where, or the coin or currency in which any Note or any interest thereon
      is payable, or impair the right to institute suit for the enforcement of
      the payment of interest due on any Note on or after the due date thereof
      or for the enforcement of the payment of the entire remaining unpaid
      principal amount of any Note on or after the Maturity Date thereof or
      change any provision of Article VI hereof;

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            (ii) reduce the percentage of the principal balance of the
      Outstanding Notes, the consent of the Noteholders of which is required to
      approve any such supplemental indenture; or the consent of the Noteholders
      of which is required for any waiver of compliance with provisions of the
      Indenture or Termination Events or Events of Default or Servicer Events of
      Default under this Indenture or under the Sale and Servicing Agreement and
      their consequences provided for in this Indenture or for any other purpose
      hereunder;

            (iii) modify any of the provisions of this Section 9.02;

            (iv) modify or alter the provisions of the proviso to the definition
      of the term "Outstanding"; or

            (v) permit the creation of any other Lien with respect to any part
      of the Trust Estate or terminate the Lien of this Indenture on any
      property at any time subject hereto or, except with respect to any action
      which would not have a material adverse effect on any Noteholder (as
      evidenced by an Opinion of Counsel to such effect), deprive the Noteholder
      of the security afforded by the lien of this Indenture.

      (b) With the consent of the Majority Holders, the Issuer and the Indenture
Trustee, when authorized by an Issuer Order, at any time and from time to time,
may enter into one or more amendments or indentures supplemental hereto, in form
and substance satisfactory to the Indenture Trustee for the purpose of
modifying, eliminating or adding to the provisions of this Indenture; provided,
that such supplemental indentures shall not have any of the effects described in
paragraphs (i) through (v) of Section 9.02(a) of this Indenture; provided,
further, that such action shall not adversely affect the interests of any
Noteholder (without the prior written consent of such Noteholder).

      (c) Promptly after the execution by the Issuer and the Indenture Trustee
of any amendment or supplemental indenture pursuant to this Section 9.02, the
Indenture Trustee shall mail to the Noteholders and the Agent a copy of such
supplemental indenture. Any failure of the Indenture Trustee to mail such copy
shall not, however, in any way impair or affect the validity of any such
supplemental indenture.

      (d) Whenever the Issuer or the Indenture Trustee solicits a consent to any
amendment or supplement to the Indenture, the Issuer shall fix a record date in
advance of the solicitation of such consent for the purpose of determining the
Noteholders entitled to consent to such amendment or supplement. Only those
Noteholders at such record date shall be entitled to consent to such amendment
or supplement whether or not such Noteholders continue to be Holders after such
record date.

   Section 9.03. Execution of Amendments and Supplemental Indentures. In
executing, or accepting the additional trusts created by, any amendment or
supplemental indenture permitted by this Article IX or the modifications thereby
of the trusts created by this Indenture, the Indenture Trustee shall be entitled
to receive, and (subject to Section 7.01) shall be fully protected in relying
upon, an Opinion of Counsel stating that the execution of such supplemental
indenture is authorized or permitted by this Indenture. The Indenture Trustee
may, but shall not

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be obligated to, enter into any such supplemental indenture which affects the
Indenture Trustee's own rights, duties or immunities under this Indenture or
otherwise.

   Section 9.04. Effect of Amendments and Supplemental Indentures. Upon the
execution of any amendment or supplemental indenture under this Article IX, this
Indenture shall be modified in accordance therewith, and such supplemental
indenture shall form a part of this Indenture for all purposes; and every Holder
of Notes which have theretofore been or thereafter are authenticated and
delivered hereunder shall be bound thereby.

   Section 9.05. Reference in Notes to Amendments and Supplemental Indentures.
Notes authenticated and delivered after the execution of any amendment or
supplemental indenture pursuant to this Article IX may, and if required by the
Issuer shall, bear a notation in form approved by the Indenture Trustee as to
any matter provided for in such supplemental indenture. If the Issuer shall so
determine, new Notes so modified as to conform, in the opinion of the Indenture
Trustee and the Issuer, to any such supplemental indenture may be prepared and
executed by the Issuer and authenticated and delivered by the Indenture Trustee
in exchange for Outstanding Notes.

   Section 9.06. Indenture Trustee to Act on Instructions. Notwithstanding any
provision herein to the contrary (other than Section 9.02), in the event the
Indenture Trustee is uncertain as to the intention or application of any
provision of this Indenture or any other agreement to which it is a party, or
such intention or application is ambiguous as to its purpose or application, or
is, or appears to be, in conflict with any other applicable provision thereof,
or if this Indenture or any other agreement to which it is a party permits or
does not prohibit any determination by the Indenture Trustee, or is silent or
incomplete as to the course of action which the Indenture Trustee is required or
is permitted or may be permitted to take with respect to a particular set of
facts or circumstances, the Indenture Trustee shall, at the expense of the
Issuer, request and rely upon the following: (a) written instructions of the
Issuer directing the Indenture Trustee to take certain actions or refrain from
taking certain actions, which written instructions shall contain a certification
that the taking of such actions or refraining from taking certain actions is in
the best interest of the Noteholders, and (b) prior written consent of the
Majority Holders. In such case, the Indenture Trustee shall have no liability to
the Issuer or the Noteholders for, and the Issuer shall hold harmless the
Indenture Trustee from, any liability, costs or expenses arising from or
relating to any action taken by the Indenture Trustee acting upon such
instructions, and the Indenture Trustee shall have no responsibility to the
Noteholders with respect to any such liability, costs or expenses.

                                   ARTICLE X

                                  MISCELLANEOUS

   Section 10.01. Compliance Certificates and Opinions; Furnishing of
Information. Upon any application or request by the Issuer to the Indenture
Trustee to take any action under any provision of this Indenture, the Issuer
shall furnish to the Indenture Trustee a certificate stating that all conditions
precedent, if any, provided for in this Indenture relating to the proposed
action have been complied with or an Opinion of Counsel stating that, in the
opinion of such counsel, all such conditions precedent, if any, have been
complied with, except that in the case of any

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such application or request as to which the furnishing of certificates and
Opinions of Counsel are specifically required by any provision of this Indenture
relating to such particular application or request, no additional certificate or
Opinion of Counsel need be furnished.

   Section 10.02. Form of Documents Delivered to Indenture Trustee. (a) If
several matters are required to be certified by, or covered by an opinion of,
any specified Person, it is not necessary that all such matters be certified by,
or covered by the opinion of, only one such Person, or that they be so certified
or covered by only one document, but one such Person may certify or give an
opinion with respect to some matters and one or more other such Persons as to
other matters, and any such Person may certify or give an opinion as to such
matters in one or several documents.

      (b) Any certificate or opinion of an Authorized Officer of the Issuer may
be based, insofar as it relates to legal matters, upon a certificate or opinion
of, or representations by outside counsel, unless such Authorized Officer knows,
or in the exercise of reasonable care should know, that the certificate or
opinion or representations with respect to the matters upon which his
certificate or opinion is based are erroneous. Any such certificate or opinion
or any Opinion of Counsel may be based, insofar as it relates to factual
matters, upon a certificate or opinion of, or representations by, an Authorized
Officer of any relevant Person, stating that the information with respect to
such factual matters is in the possession of such Person, unless such officer or
counsel knows, or in the exercise of reasonable care should know, that the
certificate or opinion or representations with respect to such matters are
erroneous. Any Opinion of Counsel may be based on the written opinion of other
counsel, in which event such Opinion of Counsel shall be accompanied by a copy
of such other counsel's opinion and shall include a statement to the effect that
such counsel believes that such counsel and the Indenture Trustee may reasonably
rely upon the opinion of such other counsel.

      (c) Where any Person is required to make, give or execute two or more
applications, requests, consents, notices, statements, opinions or other
instruments under this Indenture, they may, but need not, be consolidated and
form one instrument.

      (d) Wherever in this Indenture, in connection with any application or
certificate or report to the Indenture Trustee, it is provided that the Issuer
or the Servicer shall deliver any document as a condition of the granting of
such application, or as evidence of the Issuer's or the Servicer's compliance
with any term hereof, it is intended that the truth and accuracy, at the time of
the granting of such application or at the effective date of such notice or
report (as the case may be), of the facts and opinions stated in such document
shall in such case be conditions precedent to the right of the Issuer to have
such application granted or to the sufficiency of such notice or report. The
foregoing shall not, however, be construed to affect the Indenture Trustee's
right to rely upon the truth and accuracy of any statement or opinion contained
in any such document as provided in Section 7.01(b)(ii).

      (e) Wherever in this Indenture it is provided that the absence of the
occurrence and continuation of a Termination Event, Default, an Event of Default
or a Servicer Event of Default is a condition precedent to the taking of any
action by the Indenture Trustee at the request or direction of the Issuer, then
notwithstanding that the satisfaction of such condition is a condition precedent
to the Issuer's or the Indenture Trustee's right to make such request or
direction, the

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Indenture Trustee shall be protected in acting in accordance with such request
or direction if it does not have actual knowledge of the occurrence and
continuation of such Termination Event, Default, Event of Default or Servicer
Event of Default.

   Section 10.03. Acts of Noteholders. (a) Any request, demand, authorization,
direction, notice, consent, waiver or other action provided by this Indenture to
be given or taken by Noteholders may be embodied in and evidenced by one or more
instruments of substantially similar tenor signed by such Noteholders in person
or by an agent duly appointed in writing; and, except as herein otherwise
expressly provided, such action shall become effective when such instrument or
instruments are delivered to the Indenture Trustee, and, where it is hereby
expressly required, to the Issuer. Such instrument or instruments (and the
action embodied therein and evidenced thereby) are herein sometimes referred to
as the "Act" of the Noteholders signing such instrument or instruments. Proof of
execution of any such instrument or of a writing appointing any such agent shall
be sufficient for any purpose of this Indenture and (subject to Section 7.01)
conclusive in favor of the Indenture Trustee and the Issuer, if made in the
manner provided in this Section 10.03.

      (b) The fact and date of the execution by any Person of any such
instrument or writing may be proved by the affidavit of a witness of such
execution or by the certificate of any notary public or other officer authorized
by law to take acknowledgments of deeds, certifying that the individual signing
such instrument or writing acknowledged to him the execution thereof. Whenever
such execution is by an officer of a corporation or a member of a partnership on
behalf of such corporation or partnership, such certificate or affidavit shall
also constitute sufficient proof of his authority.

      (c) The ownership of Notes shall be proved by the Note Register.

      (d) Any request, demand, authorization, direction, notice, consent, waiver
or other action by the Holder of any Notes shall bind the Holder of every Note
issued upon the registration or transfer thereof or in exchange therefor or in
lieu thereof, in respect of anything done, omitted or suffered to be done by the
Indenture Trustee or the Issuer in reliance thereon, whether or not notation of
such action is made upon such Notes.

   Section 10.04. Notices, Etc. Any request, demand, authorization, direction,
notice, consent, waiver or act of Noteholders or other documents provided or
permitted by this Indenture to be made upon, given or furnished to, or filed
with:

            (a) the Indenture Trustee, by any Noteholder, the Agent or by the
      Issuer, shall be in writing and shall be delivered personally or mailed by
      first-class registered or certified mail, postage prepaid, or by
      telephonic facsimile transmission and overnight delivery service, postage
      prepaid, and received by, a Responsible Officer of the Indenture Trustee
      at its Corporate Trust Office listed below, or

            (b) any other Person shall be in writing and shall be delivered
      personally or mailed by first-class registered or certified mail, postage
      prepaid, or by telephonic facsimile transmission and overnight delivery
      service, postage prepaid, at the address

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      listed below or at any other address previously furnished in writing to
      the Indenture Trustee by the applicable Person.

      To the Indenture Trustee:      JPMorgan Chase Bank
                                     4 New York Plaza, 6th Floor
                                     New York, New York  10004-2477

                                     Attention: ITS Structured Finance
                                     Phone: (212) 623-5600
                                     Fax: (212) 623-5932

      To the Issuer:                 Bay View Auto Receivables Owner Trust
                                     c/o Wilmington Trust Company

                                     Rodney Square North
                                     1100 North Market Street
                                     Wilmington, DE  19890-0001
                                     Attention: Corporate Trust Administration
                                     Phone: (302) 636-6119
                                     Fax: (302) 636-4148

                   with a copy to:   Bay View Acceptance Corporation
                                     1840 Gateway Drive, Suite 300
                                     San Mateo, CA 94404
                                     Attention: General Counsel
                                     Phone: (650) 312-6810
                                     Fax: (650) 573-6381

      To the Agent:                  Barclays Bank PLC
                                     280 Park Avenue
                                     New York, New York  10166
                                     Attention: Pierre Duleyrie
                                     New York, New York 10016
                                     Phone: (212) 412-2932
                                     Fax: (212) 412-6846

   Section 10.05. Notices and Reports to Noteholders; Waiver of Notices. (a)
Where this Indenture provides for notice to Noteholders of any event or the
mailing of any report to the Noteholders, such notice or report shall be written
and shall be sufficiently given (unless otherwise herein expressly provided) if
mailed, first-class, postage-prepaid, to each Noteholder affected by such event
or to whom such report is required to be mailed, at the address of such
Noteholder as it appears on the Note Register, not later than the latest date,
and not earlier than the earliest date, prescribed for the giving of such notice
or the mailing of such report. In any case where a notice or report to
Noteholders is mailed in the manner provided above, neither the

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failure to mail such notice or report, nor any defect in any notice or report so
mailed, to any particular Noteholder shall affect the sufficiency of such notice
or report with respect to other Noteholders, and any notice or report which is
mailed in the manner herein provided shall be conclusively presumed to have been
duly given or provided.

      (b) Where this Indenture provides for notice in any manner, such notice
may be waived in writing by any Person entitled to receive such notice, either
before or after the event, and such waiver shall be the equivalent of such
notice. Waivers of notice by Noteholders shall be filed with the Indenture
Trustee, but such filing shall not be a condition precedent to the validity of
any action taken in reliance upon such waiver.

      (c) If, by reason of the suspension of regular mail service as a result of
a strike, work stoppage or similar activity, it shall be impractical to mail
notice of any event to the Agent or the Noteholders when such notice is required
to be given pursuant to any provision of this Indenture, then any manner of
giving such notice as shall be satisfactory to the Indenture Trustee shall be
deemed to be a sufficient giving of such notice.

   Section 10.06. Rules by Indenture Trustee. The Indenture Trustee may make
reasonable rules for any meeting of Noteholders.

   Section 10.07. Issuer Obligation. No recourse may be taken, directly or
indirectly, against (a) any incorporator, subscriber to the capital stock,
stockholder, officer, employee, agent or director of the Issuer or of any
predecessor of the Issuer, (b) any partner, beneficiary, agent, trustee,
officer, director, employee, or successor or assign of a holder of a beneficial
interest in the Issuer or the Owner Trustee, (c) any incorporator, subscriber to
the capital stock, stockholder, officer, director, employee or agent of the
Indenture Trustee or any predecessor or successor of the Indenture Trustee, or
(d) any incorporator, subscriber to capital stock, stockholder, officer,
director, employee or agent of the Indenture Trustee or any predecessor or
successor thereof, with respect to the Issuer's obligations with respect to the
Notes or any of the statements, representations, covenants, warranties or
obligations of the Issuer under this Indenture or any Note or other writing
delivered in connection herewith or therewith.

   Section 10.08. Enforcement of Benefits. The Agent, the Indenture Trustee
(with the consent of the Majority Holders), and the Noteholders shall be
entitled to enforce and, at the direction of the Agent, the Indenture Trustee
shall enforce the covenants and agreements of the Servicer and the Contributor
contained in the Sale and Servicing Agreement, the Contribution Agreement and
each other Transaction Document.

   Section 10.09. Effect of Headings and Table of Contents. The Section and
Section headings herein and the Table of Contents are for convenience only and
shall not affect the construction hereof.

   Section 10.10. Successors and Assigns. All covenants and agreements in this
Indenture by the Issuer and the Indenture Trustee shall bind their respective
successors and assigns, whether so expressed or not.

   Section 10.11. Separability. If any provision in this Indenture or in the
Notes shall be invalid, illegal or unenforceable, the validity, legality and
enforceability of the remaining

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provisions shall not in any way be affected or impaired thereby. Furthermore, in
lieu of such illegal, invalid or unenforceable provision, there shall be added
automatically as part of this Indenture, a provision as similar in its terms and
purpose to such illegal, invalid or unenforceable provision as may be possible
and be legal, valid and enforceable.

   Section 10.12. Benefits of Indenture. The Agent and its successors and
assigns shall be third-party beneficiaries to the provisions of this Indenture,
and shall be entitled to rely upon and directly to enforce such provisions of
this Indenture. Nothing in this Indenture or in the Notes, expressed or implied,
shall give to any Person, other than the parties hereto and their successors
hereunder, the Agent, any separate trustee or co-trustee appointed under Section
7.13 and the Noteholders, any benefit or any legal or equitable right, remedy or
claim under this Indenture.

   Section 10.13. Legal Holidays. If the date of any Payment Date or any other
date on which principal of or interest on any Note is proposed to be paid or any
date on which mailing of notices by the Indenture Trustee to any Person is
required pursuant to any provision of this Indenture, shall not be a Business
Day, then (notwithstanding any other provision of the Notes or this Indenture)
payment or mailing of such notice need not be made on such date, but may be made
or mailed on the next succeeding Business Day with the same force and effect as
if made or mailed on the nominal date of any such Payment Date or other date for
the payment of principal of or interest on any Note, or as if mailed on the
nominal date of such mailing, as the case may be, and in the case of payments,
no interest shall accrue for the period from and after any such nominal date,
provided such payment is made in full on such next succeeding Business Day;
provided further, however, that if any such payment is a payment of Note
Interest calculated based on LIBOR, and such next succeeding Business Day is in
a different calendar month then the scheduled Payment Date, then such payment
shall be made on the Business Day next preceding such scheduled Payment Date.

   Section 10.14. Governing Law. This Indenture and each Note shall be construed
in accordance with and governed by the substantive laws of the State of New York
(including New York General Obligations Laws Sections 5-1401 and 5-1402, but
otherwise without regard to conflict of law provisions thereof, except with
regard to the UCC) applicable to agreements made and to be performed therein.

   Section 10.15. Counterparts. This instrument may be executed in any number of
counterparts, each of which so executed shall be deemed to be an original, but
all such counterparts shall together constitute but one and the same instrument.

   Section 10.16. Recording of Indenture. If this Indenture is subject to
recording in any appropriate public recording offices, the Issuer shall effect
such recording at its expense in compliance with an Opinion of Counsel to the
effect that such recording is necessary either for the protection of the
Noteholders or any other person secured hereunder or for the enforcement of any
right or remedy granted to the Indenture Trustee under this Indenture or the
Sale and Servicing Agreement or any other Transaction Document.

   Section 10.17. Further Assurances. The Issuer agrees to do and perform, from
time to time, any and all acts and to execute any and all further instruments
required or reasonably requested by the Indenture Trustee or the Agent more
fully to effect the purposes of this

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Indenture, including, without limitation, the execution of any financing
statements or continuation statements relating to the Trust Estate for filing
under the provisions of the UCC of any applicable jurisdiction.

   Section 10.18. No Bankruptcy Petition Against the Issuer. The Indenture
Trustee agrees (and the Agent and each Noteholder by acceptance of the Notes
shall be deemed to agree) that, prior to the date that is one year and one day
after the payment in full of all amounts payable with respect to the Notes, it
will not institute against the Issuer or the Depositor, or join any other Person
in instituting against the Issuer or the Depositor, any bankruptcy,
reorganization, arrangement, insolvency or liquidation proceedings or other
proceedings under the laws of the United States or any State of the United
States. This Section 10.18 shall survive the termination of this Indenture.

   Section 10.19. Limitation of Liability. Notwithstanding any other provision
herein or elsewhere, this Indenture has been executed and delivered by
Wilmington Trust Company, not in its individual capacity, but solely in its
capacity as Owner Trustee of the Issuer under the Issuer Trust Agreement, and in
no event shall Wilmington Trust Company or the Owner Trustee have any liability
in respect of the representations, warranties, or obligations of the Issuer
hereunder or under any other Transaction Document, as to all of which recourse
shall be had solely to the assets of the Issuer, and for all purposes of this
Indenture and each other Transaction Document the Owner Trustee and Wilmington
Trust Company shall be entitled to the benefits of the Issuer Trust Agreement.

   Section 10.20. Limitation on Recourse. Notwithstanding any provision herein
to the contrary, the obligations of the Issuer shall not be a general obligation
of, or construed as permitting recourse to, the Issuer; it being understood that
the sole recourse of any party with respect to the payment obligations of the
Issuer shall be the Monthly Available Funds and such obligations shall be paid
in accordance with the priority of payments set forth in Section 5.03(b) hereof.

   Section 10.21. Confidentiality. (a) The Issuer, the Servicer, the Agent and
each Noteholder shall maintain and shall cause each of its employees and
officers to maintain the confidentiality of this Indenture and the other
confidential or proprietary information with respect to the Issuer, the
Servicer, the Agent and each Noteholder and their respective businesses obtained
by it or them in connection with the structuring, negotiating and execution of
the transactions contemplated herein, except that Issuer, the Servicer, the
Agent and each Noteholder and its officers and employees may disclose such
information to such party's external accountants and attorneys, as required by
any applicable law or order of any judicial or administrative proceeding, and as
may be required in connection with any examination by applicable regulatory
authorities.

      (b) Anything herein to the contrary notwithstanding, each of the Issuer
and the Servicer hereby consents to the disclosure of any nonpublic information
with respect to it (i) to the Agent, each Noteholder or the Financial
Institutions by each other, (ii) by the Agent, the Financial Institutions or the
Noteholders to any prospective or actual assignee or participant of any of them,
(iii) by the Agent, the Financial Institutions or any Noteholder to any Rating
Agency or Commercial Paper dealer, and (iv) by the Agent to any provider of a
surety, guaranty

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or credit or liquidity enhancement to the Noteholder or any entity organized for
the purpose of purchasing, or making loans secured by, financial assets for
which Barclays acts as the agent or administrator and to any officers,
directors, employees, outside accountants and attorneys of any of the foregoing;
provided that in the case of any party identified in clauses (ii) and (iv)
above, such party shall have agreed to abide by the confidentiality provisions
set forth in this Section. In addition, the Noteholders, the Financial
Institutions and the Agent may disclose any such nonpublic information pursuant
to any law, rule, regulation, direction, request or order of any judicial,
administrative or regulatory authority or proceedings (whether or not having the
force or effect of law).

      (c) Without limiting the generality of the foregoing, the parties hereto
agree that their use and disclosure of any such confidential or proprietary
information shall be in compliance with all applicable laws and regulations.

                                   ARTICLE XI

                                   TERMINATION

   Section 11.01. Termination of Indenture. (a) This Indenture shall terminate
on or after the Termination Date upon the payment to the Noteholders and the
Indenture Trustee of all amounts required to be paid to them pursuant to this
Indenture and the Insurance Agreement, and the conveyance and transfer of all
right, title and interest in and to the Receivables and other property and funds
in the Trust Estate to the Issuer. The Issuer shall promptly notify the
Indenture Trustee of any prospective termination pursuant to this Article XI.

      (b) Notice of any prospective termination, specifying the Payment Date for
payment of the final payment and requesting the surrender of the Notes for
cancellation, shall be given promptly by the Indenture Trustee by letter to the
Noteholders as of the applicable Record Date and the Agent upon the Indenture
Trustee receiving written notice of such event from the Issuer or the Servicer.
The Issuer or the Servicer shall give such notice to the Indenture Trustee not
later than the 5th day of the month of the final Payment Date stating (A) the
Payment Date upon which final payment of the Notes shall be made, (B) the amount
of any such final payment, and (C) the location for presentation and surrender
of the Notes. Surrender of the Notes shall be a condition of payment of such
final payment.

                            [SIGNATURE PAGE FOLLOWS]

                                      88

<PAGE>

      IN WITNESS WHEREOF, the Issuer and the Indenture Trustee have caused this
Indenture to be duly executed as of the day and year first above written.

                                     BAY VIEW AUTO RECEIVABLES OWNER TRUST,
                                             as Issuer

                                     By: WILMINGTON TRUST COMPANY,
                                           not in its individual
                                           capacity, but solely as Owner Trustee

                                     By: /s/ Kathleen A. Pedelini
                                         --------------------------------------
                                          Name: Kathleen A. Pedelini
                                          Title: Financial Services Officer

                           Signature Page to Indenture

<PAGE>

                                     JPMORGAN CHASE BANK, as Indenture Trustee

                                     By: /s/ Patricia M.F. Russo
                                         ----------------------------
                                         Name: Patricia M.F. Russo
                                         Title: Vice President

                           Signature Page to Indenture

<PAGE>

AGREED AND ACKNOWLEDGED:

BAY VIEW ACCEPTANCE CORPORATION,
as Servicer

By /s/ John K. Okubo
   -------------------------------
   Name: John K. Okubo
   Title: Chief Financial Officer

                           Signature Page to Indenture