##### 



Exhibit 10.4
 EXECUTION COPY
 Amended and Restated  Sale and Servicing Agreement
  Bay View 2005 Warehouse Trust,
 Bay View Warehouse Corporation,
 Bay View Acceptance Corporation,
  JPMorgan Chase Bank, N.A.,
  
  Bay View 2005 Warehouse Trust  Up to $450,000,000 Warehouse Funding Facility




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Table of Contents
 PageArticle I Definitions
    
    
    2Section 1.01. Defined Terms
    
    
    2Article II Transfer and Acquisition of Receivables
    
    
    5Section 2.01. Transfer and Acquisition of Receivables
    
    
    5Section 2.02. The Closing
    
    
    6Section 2.03. Funding Dates
    
    
    6Article III Representations and Warranties
    
    
    7Section 3.01. Representations and Warranties of the Issuer
    
    
    7Section 3.02. Representations and Warranties of the Depositor
    
    
    8Section 3.03. Repurchase of Receivables
    
    
    21Section 3.04. Issuers Assignment of Repurchased Receivables
    
    
    22Section 3.05. Survival of Representations and Warranties
    
    
    22Article IV Conditions
    
    
    23Section 4.01. Conditions to Obligation of the Issuer
    
    
    23Section 4.02. Conditions to Obligation of the Depositor
    
    
    25Article V Covenants of the Depositor
    
    
    25Section 5.01. Protection of Right, Title and Interest
    
    
    25Section 5.02. Other Liens or Interest
    
    
    26Section 5.03. Principal Executive Office; Jurisdiction of Organization
    
    
    27Section 5.04. Costs and Expenses
    
    
    27Section 5.05. No Waiver
    
    
    27Section 5.06. Depositors Records
    
    
    27Section 5.07. Cooperation by Depositor
    
    
    27Section 5.08. Notice of Breach
    
    
    28Section 5.09. Liability of Depositor; Indemnities
    
    
    28Section 5.10. Merger or Consolidation of, or Assumption of the Obligations of,
Depositor
    
    
    29Section 5.11. Limitation on Liability of Contributor, Depositor and Others
    
    
    30Section 5.12. Contributor and Depositor May Own Notes
    
    
    30Section 5.13. Additional Covenants of the Depositor
    
    
    31Article VI Administration and Servicing of Receivables
    
    
    31Section 6.01. Appointment and Duties of the Servicer
    
    
    31Section 6.02. Realization upon Receivables
    
    
    33Section 6.03. Insurance
    
    
    34Section 6.04. Maintenance of Security Interests in Vehicles
    
    
    35Section 6.05. Servicing Fee; Payment of Certain Expenses by Servicer
    
    
    36
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PageSection 6.06. Weekly Servicer Report; Monthly Servicer Report; Pre-Funding Servicer
Report
    
    
    37Section 6.07. Annual Statement as to Compliance; Notice of Servicer Event of Default;
Annual and Quarterly Financial Statements
    
    
    37Section 6.08. Annual Independent Accountants Report
    
    
    38Section 6.09. Access to Certain Documentation and Information Regarding Receivables
    
    
    39Section 6.10. Recalculation of Monthly Servicer Report
    
    
    39Section 6.11. Fidelity Bond
    
    
    41Section 6.12. No Offset
    
    
    41Section 6.13. Delivery of Backup Tapes to Backup Servicer
    
    
    41Section 6.14. Covenants of Servicer
    
    
    41Section 6.15. Purchase of Receivables upon Breach
    
    
    42Section 6.16. Custodian Files
    
    
    42Article VII Collections
    
    
    43Section 7.01. Collection of Receivable Payments; Modification and Amendment of
Receivables
    
    
    43Article VIII Representations, Warranties and Covenants
    
    
    45Section 8.01. Covenants, Representations and Warranties of the Servicer
    
    
    45Section 8.02. Purchase of Receivables upon Breach of Representation and Warranty
    
    
    48Section 8.03. Representations of Backup Servicer
    
    
    49Article IX The Servicer and Backup Servicer
    
    
    50Section 9.01. Liability of Servicer; Indemnities
    
    
    50Section 9.02. Merger or Consolidation of, or Assumption of the Obligations of, the
Servicer and Backup Servicer
    
    
    52Section 9.03. Limitation on Liability of Servicer, the Backup Servicer and Others
    
    
    53Section 9.04. Delegation of Duties
    
    
    54Section 9.05. Servicer and Backup Servicer Not to Resign
    
    
    54Section 9.06. Backup Servicers Reliance; Liability; Errors
    
    
    55Article X Servicer Events of Default
    
    
    56Section 10.01. Servicer Event of Default
    
    
    56Section 10.02. Consequences of a Servicer Event of Default
    
    
    58Section 10.03. Appointment of Successor
    
    
    60Section 10.04. Notification
    
    
    61Section 10.05. Waiver of Past Defaults
    
    
    62Article XI Administration of Trust Duties
    
    
    62Section 11.01. Administrative Duties
    
    
    62Article XII Termination of Agreement
    
    
    63
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PageSection 12.01. Term
    
    
    63Section 12.02. Effect of Termination
    
    
    63Article XIII Miscellaneous Provisions
    
    
    63Section 13.01. Amendment
    
    
    63Section 13.02. Waivers
    
    
    63Section 13.03. Notices
    
    
    63Section 13.04. Severability of Provisions
    
    
    66Section 13.05. Rights Cumulative
    
    
    66Section 13.06. No Offset
    
    
    66Section 13.07. Powers of Attorney
    
    
    66Section 13.08. Assignment and Binding Effect
    
    
    67Section 13.09. Captions
    
    
    67Section 13.10. Legal Holidays
    
    
    67Section 13.11. Counterparts
    
    
    67Section 13.12. Governing Law
    
    
    67Section 13.13. Consent to Jurisdiction
    
    
    67Section 13.14. Trial by Jury Waived
    
    
    68Section 13.15. Parties
    
    
    68Section 13.16. Relationship of the Parties
    
    
    68Section 13.17. No Bankruptcy Petition Against the Issuer or the Depositor
    
    
    68Section 13.18. Third Party Beneficiaries
    
    
    69Section 13.19. Reports to Holders
    
    
    69Section 13.20. Obligations of Depositor
    
    
    69Section 13.21. Subsequent Pledge
    
    
    69Section 13.22. Protection of Title to Trust
    
    
    69Section 13.23. Limitation of Liability
    
    
    71Section 13.24. Integration
    
    
    72Section 13.25. Limitation on Recourse
    
    
    72Section 13.26. Repurchase Option
    
    
    72Section 13.27. Amendment and Restatement
    
    
    73Schedule I  Initial ReceivablesSchedule II  Backup Servicer FeesExhibit A  Form of Assignment and Assumption Agreement
    
    
    A-1Exhibit B  Form of Contract
    
    
    B-1Exhibit C  Contributors Underwriting Guidelines
    
    
    C-1Exhibit D  Servicers Monthly Report
    
    
    D-1Exhibit E  Bay View Acceptance Corporations Collection Policy
    
    
    E-1Exhibit F  Form of Loan Master File and History Information
    
    
    F-1Exhibit G  Servicers Weekly Report
    
    
    G-1Exhibit H  Pre-Funding Servicer Report
    
    
    H-1
 iii




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Sale and Servicing Agreement
 This Amended and Restated Sale and Servicing Agreement Sale and Servicing Agreement Agreement Effective Date Bay View 2005 Warehouse Trust Issuer Bay View
Warehouse Corporation Depositor Bay View Acceptance Corporation Bay View
Acceptance Servicer Contributor JPMorgan Chase Bank, N.A. Indenture Trustee Backup Servicer Indenture
 Preliminary Statement
 Whereas , , , Prior Agreement
 Whereas
 Whereas Notes
 Whereas
 Whereas
 Whereas
 Whereas
 Whereas




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Now Therefore
 Article I
 Definitions
 Section 1.01. Defined Terms
 Actual Payment
 Backup Servicer Account
 Backup Servicer Lockbox
 Backup Servicer Termination Fee times Section 6.01(a)
 Backup Servicing Fee
 Chapter 13 Receivable
 Collection Policy Exhibit
E
 2




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Collection Records
 Core State
 Custodian File Section 4.01(d)
 Deposited Assets
 Depositor Address
 Depositor Assignment Exhibit A
 Determination Date
 Eligible Servicer
 3




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FICO Score
 Ineligible Receivable
 Holiday Pay Receivables
 Holiday Pay Receivables Program
 Initial Receivable
 Insurance Policy Section 6.03
 Lendco Receivable
 Local Bank Account Section 7.01(d)
 Monthly Servicer Report Section 6.06(b) Exhibit D
 Non-Core State
 Pool
 Post Office Boxes Section 7.01(d)
 Pre-Funding Servicer Report Section 6.06(c) Exhibit H
 Reliening Expenses Section 6.04(b).
 4




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Rule of 78s Method
 Rule of 78s Receivable
 Servicer Event of Default Section 10.01
 Servicing Fee
 Servicing Fee Rate
 Subsequent Receivable Schedule I
 Tangible Net Worth
 Ultra Receivable
 Weekly Servicer Report Section 6.06(a) Exhibit G
 Article II
 Transfer and Acquisition of Receivables
 Section 2.01. Transfer and Acquisition of Receivables
 Initial Transfer of Receivables
 5




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Consideration for Initial Receivables Section 2.01(a)
 Transfer of Subsequent Receivables provided however Section 2.12
 Consideration for Subsequent Receivables
 Transfer Section 2.01
 Section 2.02. The Closing Closing
 Section 2.03. Funding Dates
 6




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Sections 2.12 2.14
 Article III
 Representations and Warranties
 Section 3.01. Representations and Warranties of the Issuer
 Organization, Etc
 Due Authorization
 No Proceedings
 7




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Business Purpose
 Issuers Records
 Valid Assignment
 Issuers Address
 Section 3.02. Representations and Warranties of the Depositor
  Characteristics of Receivables
 8




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No Fraud or Misrepresentation
 Compliance with Law
 9




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Origination Exhibit C
 Binding Obligation
 Obligors i.e.
 Obligor Bankruptcy
 Schedule of Receivables
 Marked Records
 Computer Tape or Listing
 Chattel Paper
 10




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One Original
 Custodian Files Complete
 Receivables in Force
 Lawful Assignment
 11




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Good Title
 Security Interest in Financed Vehicle
 All Filings Made
 12




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No Impairment
 Receivable Not Assumable
 No Defenses
 No Default
 Insurance
 13




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Receivables Section 7.01(c))
 Subsequent Receivables Section 2.12
      14




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15




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No Adverse Selection
 Form of Contract Exhibit B
 Loss or Destruction
 No Obligation to Dealers
 No Future Obligation
 Prior Servicing
 Licenses
 Payment Instructions Section 7.01(d)
 16




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Organization and Good Standing
 Due Qualification
 Power and Authority
 Binding Obligations
 No Violation
 17




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No Proceedings
 Approvals
 Depositor Address
 Solvency of the Depositor
   18




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Taxes
 19




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Consolidated Returns
 Intent of Transactions
 Notes as Debt
 ERISA
 Certificates, Statements and Reports
 Stock of Depositor
 Accuracy of Information
 20




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Material Adverse Change
 Compliance with Laws
 Section 3.03. Repurchase of Receivables Section 3.02(a) Section
3.02(a)(xvii) Section 3.02(a) provided
 21




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Section 3.03(a)
 Section 3.04. Issuers Assignment of Repurchased Receivables
 Section 3.05. Survival of Representations and Warranties provided however
 22




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Article IV
 Conditions
 Section 4.01. Conditions to Obligation of the Issuer
    The Depositor Assignment Exhibit A
 Evidence of UCC Filings
 23




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Other Documents
 Documents to be Delivered by the Depositor in Connection with the Closing Date and
each Funding Date Custodian File
  provided however Section 3.02(a) Section 3.03(a)
 24




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Other Transactions
 Section 4.02. Conditions to Obligation of the Depositor
    Article V
 Covenants of the Depositor
  Section 5.01. Protection of Right, Title and Interest
 Filings Section 5.01(a)
 Name and Other Changes
 25




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Accounts and Records
 Sale of Other Receivables
 Access to Records
 Other Actions
 Section 5.02. Other Liens or Interest
 26




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provided however Section 5.02
 Section 5.03. Principal Executive Office; Jurisdiction of Organization Section
3.02(i)
 Section 5.04. Costs and Expenses
 Section 5.05. No Waiver provided, however Section 5.05
 Section 5.06. Depositors Records provided, however
 Section 5.07. Cooperation by Depositor
  27




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Section 5.08. Notice of Breach
 Section 5.09. Liability of Depositor; Indemnities
   Article V Section 3.02
 28




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Section 5.09 Section 5.09
 Section 5.09 Section 5.09 Section 5.09 Section 5.09 claim Section
5.09 provided, however
 Section 5.10. Merger or Consolidation of, or Assumption of the Obligations of, Depositor Section 5.13 provided, however
 29




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Section 3.02(a) Section 5.13(iii) Section 5.13(iii)
 Section 5.11. Limitation on Liability of Contributor, Depositor and Others prima facie provided however
 Section 5.12. Contributor and Depositor May Own Notes
 30




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Section 5.13. Additional Covenants of the Depositor
     Article VI
 Administration and Servicing of Receivables
 Section 6.01. Appointment and Duties of the Servicer
 Servicer Termination Notice
  31




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Section 10.02
 provided however de minimis Section 6.02
 32




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provided, however
 Section 6.02. Realization upon Receivables Section 6.01
 33




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Section 6.03. Insurance Section 3.02(a) Section 3.02(a)
 Section 6.03(a)
  34




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Section 6.04. Maintenance of Security Interests in Vehicles Section 5.03(b) Section 6.04
 Original Servicer Reliening Expenses
 35




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Section 6.04(b) Section
6.04(b) Section 6.04(b) Section 6.04(b)
  Section 6.05. Servicing Fee; Payment of Certain Expenses by Servicer Section 5.03(b)
 36




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Section 6.06. Servicer Report; Monthly Servicer Report; Pre-Funding Servicer Report.
 Section 3.15
 Section 5.03(a) Section 7.02 Section 5.03(b) Section 5.05 Section 3.15
 Exhibit H
 Section 6.07. Annual Statement as to Compliance; Notice of Servicer Event of Default; Annual
and Quarterly Financial Statements th
 37




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Section 10.01
 th
  Section 6.08. Annual Independent Accountants Report th Accountants Report Program
 38




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th
 Section 6.09. Access to Certain Documentation and Information Regarding Receivables Section 6.09 Section
6.09 Section 6.09 Section 6.09
 Section 6.10. Recalculation of Monthly Servicer Report Section 6.10(b)(iii) Section 6.10
 39




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Section 6.10(a) Section 6.10(a)
  Section
6.10(a)
 Section 6.10(b)(iii)
  40




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Section 6.11. Fidelity Bond
 Section 6.12. No Offset Section 6.12
 Section 6.13. Delivery of Backup Tapes to Backup Servicer Section 6.10(a) Exhibit F
 Section
6.10(a) Section
6.13(a) Exhibit F provided Section 6.13(b)
 Section 6.14. Covenants of Servicer
 41




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Section 7.01(b)
 Section 6.15. Purchase of Receivables upon Breach Section 6.01 6.02 6.03 6.04 6.11 6.14 7.01 provided however Section 6.02 Section 3.03(a) provided , however Section
6.15
  Section 6.16. Custodian Files
 42




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Section 8.01(b)(x) provided , however Section 6.16 Section 5.03(b)
 Article VII
 Collections
 Section 7.01. Collection of Receivable Payments; Modification and Amendment of Receivables
  Section 7.01(b) provided provided , further
 43




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##### 



provided , further provided further provided , further
 Exhibit G Post Office Boxes provided, however Exhibit G Local Bank Account provided
  44




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Thirteenth Section 5.03(b) Servicer Advance Section 5.03
 Article VIII
 Representations, Warranties and Covenants
 Section 8.01. Covenants, Representations and Warranties of the Servicer
  Liens in Force
 No Impairment
 45




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Liens
 Compliance with Law
 Closing Date Certificates
  Organization and Good Standing
 Due Qualification
 Power and Authority
 Binding Obligation
 46




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No Violation
 No Proceedings
 No Consents
 47




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Approvals
 Investment Company
 Chief Executive Office; Jurisdiction of Organization
 Taxes
 No Injunctions
 Practices
 Section 8.02. Purchase of Receivables upon Breach of Representation and Warranty
 48




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Section 8.01 provided , however further , provided provided Section 3.03(a) Section 3.03(a) Section 8.02(b) Section 8.01 Section 8.02
 Section 8.01 Section 8.02(b)
 Section 8.02(a) Section 8.02(b) Section 8.01(a)(v) Section 8.01(b)(x)
 Section 8.03. Representations of Backup Servicer
  49




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Article IX
 The Servicer and Backup Servicer
 Section 9.01. Liability of Servicer; Indemnities
  50




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##### 



provided however
  51




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##### 



provided however
 Section 9.01 Section 9.02 Section 10.01 Section 6.01(a) Section 10.03 Section 9.01(g) Section 9.01(h) Sections 9.01(b) (c) d), (e) (f)
 Sections 9.01(d) (e) (f)
  Section 9.02. Merger or Consolidation of, or Assumption of the Obligations of, the Servicer
and Backup Servicer Section 9.02(a)
 52




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Section 8.01 Section 9.02(a)
 provided,
however
 Section 9.03. Limitation on Liability of Servicer, the Backup Servicer and Others provided, however prima facie
 53




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Sections 5.09 5.03(b) 9.01 5.03(b)
 Section 9.04. Delegation of Duties provided however
 Section 9.05. Servicer and Backup Servicer Not to Resign Section 9.02
 54




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##### 



provided, however Section 9.05
 Section 9.06. Backup Servicers Reliance; Liability; Errors.
   55




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Article X
 Servicer Events of Default
 Section 10.01. Servicer Event of Default
 Section 7.01
 Section 6.06 Section 6.07 Section 6.08
 Section 3.03(a) Section 6.15 Section 8.02 Section 3.03(a)
 Section 9.02 Section 5.10
  56




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57




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Section 6.01(a)
    Similar Servicing Agreement
  Section 10.02. Consequences of a Servicer Event of Default provided
 58




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however Section 10.02 Section
10.01(c) (d (k) (l) m n o (p) provided further Section 10.03(a) provided, however provided further Section 10.03(g) provided Section 10.02
 59




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Section 10.02
 Section 10.03. Appointment of Successor Section 10.02 Section 9.05 provided , however
 Section 9.05 Section 10.02 Section 9.05
  Third
Party
 60




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liability error continuing error provided , however
  Sections
8.02(b) Section 9.01(d) (e) (f)
 Section 6.04(b) Section 6.04(b)
 Section 10.04. Notification
 61




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Section 10.05. Waiver of Past Defaults
 Article XI
 Administration of Trust Duties
 Section 11.01. Administrative Duties
 Administrative Duties with Respect to the Transaction Documents
 Duties with Respect to the Issuer Section 5.1
 provided , however
 Records Section 11.01(a) (b)
 62




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Article XII
 Termination of Agreement
 Section 12.01. Term
 Section 12.02. Effect of Termination Section 5.03(b) 12.02
 Article XIII
 Miscellaneous Provisions
 Section 13.01. Amendment provided , however , provided , further ,
 Section 13.02. Waivers
 Section 13.03. Notices
 63




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To the Servicer:
    
    Bay View Acceptance Corporation1840 Gateway Drive, Suite 300San Mateo, California 94404Attention: CounselPhone: (650) 312-6807Fax: (650) 573-6381To the Backup Servicer:
    
    Systems & Services Technologies, Inc.4315 Pickett RoadSt. Joseph, Missouri 64503Attention: John Chappell, PresidentPhone: (816) 671-2022Attention: Joseph Booz, Executive VicePresident and General CounselPhone: (816) 671-2028Fax: (816) 671-2029To the Administrative Agent:
    
    JP Morgan Chase Bank, N.A.Asset Backed FinanceSuite IL1-05941 Bank One PlazaChicago, Illinois 60670-0079Fax: (312) 732-1844Harris Nesbitt Corp.Address: 115 S. LaSalle St., Floor 13WChicago, IL 60603Attn: Conduit AdministrationPhone: 312-461-5640Fax: 312-461-3189Email: fundingdesk@harrisnesbitt.comTo the Initial Purchasers:
    
    Falcon Asset SecuritizationAsset Backed FinanceSuite IL1-00791 Bank One PlazaChicago, IL 60670-0079Fax: 314-732-3600Fairway Finance Company, LLCAddress: c/o Lord Securities Corporation48 Wall Street, 27th FloorNew York, New York 10005
 64




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Attn: Orlando FigueroaPhone: (212) 346-9007Fax: (212) 346-9012Email: of@lordspv.comCopy to:Harris Nesbitt Corp.Address: 115 S. LaSalle St., Floor 13WChicago, IL 60603Attn: Conduit AdministrationPhone: 312-461-5640Fax: 312-461-3189Email: fundingdesk@harrisnesbitt.comTo the Indenture Trustee
    
    JPMorgan Chase Bank, N.A.600 Travis St., 9th FloorHouston, Texas 77002Attn: Structured Finance  Bay View 2005Phone: (713) 216-3682Fax: (713) 216-4880To the Issuer:
    
    Bay View 2005 Warehouse Trustc/o Wilmington Trust CompanyRodney Square North1100 North Market StreetWilmington, Delaware 19890-0001Attention: Corporate Trust AdministrationPhone: (302) 636-6119Fax: (302) 636-4148With a copy to:Bay View Acceptance Corporation1840 Gateway Drive, Suite 300San Mateo, CA 94404Attention: CounselPhone: (650) 312-6807Fax: (650) 573-6381
 65




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To the Depositor:
    
    Bay View Warehouse Corporation1840 Gateway Drive, Suite 401San Mateo, CA 94404Attention: CounselPhone: (650) 312-6807Fax: (650) 573-6381With a copy to:Bay View Acceptance Corporation1840 Gateway Drive, Suite 300San Mateo, CA 94404Attention: CounselPhone: (650) 312-6807Fax: (650) 573-6381
  Section 13.04. Severability of Provisions
 Section 13.05. Rights Cumulative
 Section 13.06. No Offset
 Section 13.07. Powers of Attorney provided , however
 66




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Section 13.08. Assignment and Binding Effect
 Section 13.09. Captions
 Section 13.10. Legal Holidays
 Section 13.11. Counterparts
 Section 13.12. Governing Law
 Section 13.13. Consent to Jurisdiction . To the fullest extent permitted by applicable
law, the parties hereto hereby irrevocably submit to the jurisdiction of the United States District
Court for the Southern District of New York and any court in the State of New York located in the
City and County of New York, and any appellate court from any thereof, in any action, suit or
proceeding brought against it and to or in connection with any of the Transaction Documents or the
transaction or for recognition or enforcement of any judgment, and the parties hereto hereby
irrevocably and unconditionally agree that all claims in respect of any such action or proceeding
may be heard or determined in such New York State Court or in such federal court. The parties
hereto agree that a final judgment in any such action, suit or proceeding shall be conclusive and
may be enforced in other jurisdictions by suit on the judgment or in any other manner provided by
law. To the extent permitted by applicable law, the parties hereto hereby waive and agree not to
assert by way of motion, as a defense or otherwise in any such suit, action or proceeding, any
claim that it is not personally subject to the jurisdiction of such courts, that the suit, action
or proceeding is brought in an inconvenient forum, that the venue of the suit,
 67




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action or proceeding
is improper or that the related documents or the subject matter thereof may not be litigated in or by such courts.
  th
 Section 13.14. Trial by Jury Waived . Each party hereto hereby waives, to the fullest
extent permitted by law, any right to a trial by jury in respect of any litigation arising directly
or indirectly out of, under or in connection with any of the Transaction Documents or the
transaction. Each party hereto (a) certifies that no representative, agent or attorney of any
party hereto has represented, expressly or otherwise, that it would not, in the event of
litigation, seek to enforce the foregoing waiver and (b) acknowledges that it has been induced to
enter into the Transaction Documents to which it is a party by, among other things, this
waiver.
 Section 13.15. Parties Section 13.18
 Section 13.16. Relationship of the Parties
 Section 13.17. No Bankruptcy Petition Against the Issuer or the Depositor
 68




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Section 13.17
 Section 13.18. Third Party Beneficiaries
 Section 13.19. Reports to Holders
 Section 13.20. Obligations of Depositor
 Section 13.21. Subsequent Pledge Section 3.03(a)
 Section 13.22. Protection of Title to Trust
 69




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70




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##### 



Section 5.03(b)
 Section 13.23. Limitation of Liability
 71




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##### 



Section 13.24. Integration
 Section 13.25. Limitation on Recourse. Section 5.03(b)
 Section 13.26. Repurchase Option
 Section 13.27. Amendment and Restatement.
 72




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In Witness Whereof
 Bay View 2005 Warehouse Trust, as IssuerBy:
    
    Wilmington Trust Company,not in its individual capacity but solelyas Owner Trustee on behalf of the IssuerBy:Name:Title:
 Signature Page to Sale and
Servicing Agreement




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Bay View Warehouse Corporation, as DepositorBy:Name:Title:
 2




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##### 



JPMorgan Chase Bank, N.A., as Indenture TrusteeBy:Name:Title:
 3




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##### 



Systems & Services Technologies, Inc., as Backup ServicerBy:Name:Title:
 4




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##### 



Bay
View Acceptance Corporation, as Servicer and as
ContributorBy:Name:Title:
 5




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Exhibit A  Form of Assignment
 Assignment  Deposit Date Assignor Assignee
 Recitals:
 Notes Sale and Servicing Agreement
 Schedule I Assets
    Assignment
    Further Assurances Section 5.01
 Distinct Entities




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Governing Law
 Authority
 Counterparts
 Successors and Assigns
 Third Party Beneficiaries
 Limitation of Liability




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In Witness Whereof
 Bay View Warehouse Corporation, AssignorBy:Name:Title:Bay View 2005 Warehouse Trust, AssigneeBy:
    
    Wilmington Trust Company, not
in its individual capacity but solely
as Owner Trustee on
behalf of the IssuerBy:Name:Title:




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Schedule I
 Loan Schedule




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Schedule II
 Backup Servicing Fees
 I. FEES
 A.
    
    Standby Servicing (2)1.
    
    
    One-Time Setup Fee


    
    
    
    $5,0002.
    
    
    Monthly Fee
    
    
    
    $3,000 per monthB.
    
    Successor Servicing (3)1.
    
    
    One Time Boarding Fee
    
    
    
    $5.00 per loan2.
    
    
    Monthly Fee (4) (5)
    
    the greater of
    
    100 bsp or$5.00 per month3.
    
    
    Minimum Monthly Fee

    
    

    $3,000
 II. EXPENSES
 A. Standby Servicing and Transfer Expenses
  B. Successor Servicing Expenses (3)
  III. MISCELLANEOUS (3)
 A. Claim Filing Costs




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B. Administrative Fees/Servicing Charges
  C. Deficiency Collections
  D. Legal Fees and Expenses At Cost
 
 (2)
    
    Standby services limited to: (i) monthly receipt of an electronic loan data transmission,
including all relevant obligor contact information including address and phone numbers, loan
balance, payment information, and comment histories (ii) receipt of and verification some
information supplied on the month-end servicer statement.(3)
    
    These items shall only apply to SSTs performance of successor servicing duties.(4)
    
    Basis points are annualized (i.e., applicable basis points/12) and shall be based on beginning
of month outstanding principal balance of each individual Active Contract, as defined below.(5)
    
    SST shall receive this fee for all Active Contracts for any full or partial month where it
functions as the Servicer. Active Contract is defined as any contract other than: (i) prepaid,
fully satisfied contracts; (ii) contracts in which the asset has been liquidated and SST has posted
the liquidation proceeds or any other anticipated proceeds (e.g., credit enhancement insurance); or
(iii) contracts in which SST has completed all work in connection with processing and receiving
insurance payoffs. There shall be a $0.50 monthly servicing fee for each contract that is not an
Active Contract until such time as SST is duly instructed to write the obligors balance down to
$0.00.




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Exhibit B
 Form of Contract




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Exhibit C
 Contributors Underwriting Guidelines




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Exhibit D
 Monthly Servicer Report




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Exhibit E
 Bay View Acceptance Corporations Collection Policy




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Exhibit F
 Form of Loan Master File  and History Information




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Exhibit G
 Weekly Servicer Report




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Weekly Report
Bay View 2005 Warehouse Trust
 As reported onFor the Week Ending Thursday
 A. RECEIVABLE BALANCE RECONCILIATION (excluding Pre-Funded Rec.)
 AggregateReceivables Balance1
    
    
    
    Principal Receivables Balance of Eligible Receivables (A4 from previous Weekly Report)2
    
    
    
    Subsequent Transfers of Receivables on the Weekly Funding Date3
    
    
    
    Principal Collections (on or prior to last day of the weekly period)
    

    0.003
    
    a
    
    
    
    Collections (Regular Payments / Scheduled Principal)3
    
    b
    
    
    
    Collections (Principal Payoffs / Prepaid Principal)3
    
    c
    
    
    
    Repurchased Receivables3
    
    d
    
    
    
    Cram-down Losses3
    
    e
    
    
    
    Principal portion of Insurance Proceeds3
    
    f
    
    
    
    Full Charge Offs (Receivable Balance of Defaulted Receivables charged-off but not sold)3
    
    g
    
    
    
    Partial Charge-offs (Charged-off portion of Receivable Balance of Defaulted Receivables sold)3
    
    h
    
    
    
    Repayments related to term securitizations or whole loan sales4
    
    
    
    Principal Receivables Balance (as of end of Weekly Report Period)
    

    0.00
 B. RECEIVABLES AVAILABILITY (excl. Pre-Funded Receivables)
 Principal Receivables Balance (as of end of Weekly Report Period)
    
    
    
    
    
    
    0.00less: Delinquent Accounts (> 60 dpd) (H3)
    
    
    0.001
    
    Aggregate Eligible Receivables Balance
    
    
    
    
    
    
    0.002
    
    a
    
    1  97% multiplied by the Aggregate Eligible Receivables Balance
    
    
    2
    
    b
    
    Current Peak Note Percentage Reserve Amount (D.1 d from most recent Monthly Report)2
    
    
    
    less: Current Peak Note Percentage Reserve Amount (the greater of 2a or 2b)
    
    
    
    
    
    Amount of principal collections on deposit in the Collection Acct3
    
    Receivables Available for Funding (B1-B2)
    
    
    
    
    
    
    0.004
    
    a
    
    less: Current Note Principal Balance related to Receivables (B7 from previous Weekly Report)4
    
    b
    
    Additional Receivables Available for Funding
    
    
    
    
    
    
    0.004
    
    c
    
    Requested Additional Note Principal Advance related to Receivables
    
    
    
    
    
    In Compliance5
    
    a
    
    Current balance of draws under the Pre-Funding Account (B4 from most recent Pre-Funding Report)5
    
    b
    
    Amount of Note Principal Balance to be converted from Pre-Funding Advance to a Receivables
    
    
    
    
    
    
    0.005
    
    c
    
    New balance of draws under the Pre-Funding Account
    
    
    
    
    
    
    0.006
    
    
    
    Actual dollars funded to BVAC
    
    
    
    
    
    
    0.007
    
    
    
    Ending Note Principal Balance related to Receivables
    
    
    
    
    
    
    0.00C. PRE-FUNDING ACCOUNT COLLATERALCurrent balance of Pre-Funded Receivables (any untagged receivables)multiplied by Pre-Funding Advance Percentage (D6 from most recent Monthly Report)1
    
    Pre-Funded Receivables Balance
    
    




    
    2
    
    Amount on deposit in the Pre-Funding Account (A4 from the most recent Pre-Funding Report)3
    
    Current Pre-Funded Collateral (Lower of 1) $15MM or 2) C2
    
    




    
    D. PRE-FUNDING NOTE PRINCIPAL BALANCE1
    
    a
    
    Current Note Principal Balance associated with Pre-Funding Advances1
    
    b
    
    less: Amount of Note Principal Balance to be converted from Pre-Funding Advance to a Receivables
Advance
    
    
    1
    
    c
    
    Revised Note Principal Balance relating to Pre-Funding Advances
    
    
    
    
    
    
    
    0.002
    
    a
    
    Estimated Weekly Fundings3
    
    a
    
    Difference between $15MM and amount on deposit in Pre-Funding Acct
    
    
    15,000,000.003
    
    b
    
    Difference between $15MM and Revised Note Principal Balance
    
    
    15,000,000.003
    
    c
    
    Maximum Note Principal Balance available for Pre-Funding Advances (lower of D 3a and D3b)
    
    
    
    
    
    
    
    15,000,000.003
    
    d
    
    Request Note Principal Balance Advance related to Pre-Funding Advances3
    
    e
    
    Does requested Advance exceed Maximum available?
    
    
    
    
    
    In Compliance4
    
    Ending Note Principal Balance related to Pre-Funding Advances
    
    
    
    
    
    

    0.00




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E. NOTE PRINCIPAL AVAILABILITY
 1
    
    a
    
    Ending Note Principal Balance related to Receivables
    
    
    
    
    1
    
    b
    
    Ending Note Principal Balance related to Pre-Funding Advances
    
    
    
    
    1
    
    c
    
    Total Ending Note Principal Balance
    
    
    
    
    
    
    2
    
    a
    
    Receivables Available for Funding (B3)
    
    
    
    
    0.002
    
    b
    
    Pre-Funding Receivables Advance (C7)
    
    
    
    
    0.002
    
    Receivables Advance Amount (2a +2b)
    
    
    
    
    
    

    0.003
    
    Collateral Excess/ (Deficiency)
    
    
    
    
    In Compliance with Collateral Test Amount?
    
    
    
    
    
    
    In Compliance4
    
    Maximum Outstanding Note Amount
    
    
    
    
    450,000,000.00In Compliance with Maximum Outstanding Note Amount?
    
    
    
    
    
    
    In ComplianceF. PRO-FORMA NOTE PRINCIPAL AVAILABILITY1
    
    a
    
    Beginning Note Principal Balance
    
    
    
    
    1
    
    b
    
    New Ending Note Principal Balance
    
    
    
    
    0.001
    
    Total Funding Request
(E 1b 3 E1a)
    
    
    
    
    
    
    0.002
    
    a
    
    Amount to be wired to BVAC
    
    
    
    
    0.002
    
    b
    
    Amount to be deposited into the Pre-Funding Account
    
    
    
    
    0.003
    
    Ending Note Principal Balance
    
    
    
    
    
    
    0.00New Fundings
    
    
    Ending BalanceFalcon Asset Securitization Corporation
    
    
    
    
    Fairway Finance Company, LLC
    

    
    
    G. PRO-FORMA COLLATERAL TEST1
    
    a
    
    Aggregate Receivables Balance
    
    
    
    
    0.001
    
    b
    
    Less: Delinquent Accounts
(3 60 dpd)
    


    
    1
    
    c
    
    Less: Current Peak Note Percentage Reserve Amount (from most recent Monthly Report)
    


    
    1
    
    d
    
    Plus: Amount of principal collections on deposit in the Collection Acct
    


    
    1
    
    Receivables Available
for Funding (G1a - G1b - G1c +G1d)
    
    
    
    
    
    
    -2
    
    
    
    Pro-forma Pre-Funded Collateral
    
    
    
    
    0.003
    
    Receivables Advance Amount
    
    
    
    
    
    
    0.004
    
    Note Receivables Principal Balance
    
    
    
    
    
    
    0.005
    
    
    
    Collateral Excess/ (Deficiency)
    
    
    
    
    
    
    0.00
 H. RECEIVABLES DELINQUENCY
 Delinquency Buckets (do not include Defaulted Receivables)
    
    # Loans
    
    Balance1
    
    61-902
    
    91-1193
    
    120+ (Defaulted but not sold)4
    
    Total
    
    
    
    
 I. HEDGE SUMMARY
 Notional Amount1
    
    a
    
    
    
    Previous Aggregate Hedge Notional Amount1
    
    b
    
    
    
    Hedges Purchased1
    
    c
    
    
    
    Hedges Sold1
    
    d
    
    
    
    Cash collateral for purchase of hedge/ cap1
    
    e
    
    
    
    Coresponding Notional Amount of hedge/ cap that cashcollateral could support purchase of1
    
    Ending Hedge Notional Amount
    
    
    
    
    
    2
    
    Required Hedge Amount
    
    
    
    
    
    3
    
    Compliance with Required Hedge Notional Amount
    
    
    
    
    
    NO4
    
    a
    
    
    
    Weighted average strike price4
    
    b
    
    
    
    Required Strike Price (M. 4b from the most recent Monthly Report)4
    




    Compliance with Interest Rate Hedge Cap Strike Price
    
    
    
    
    
    NO




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J. COVENANTS
 Covenant
    
    Compliance?BVAC, as Servicer, represents and verifies that all Receivables included in the Aggregate Receivables Balance are Eligible Receivables,
as so defined in the Indenture (signature below signifies acceptance of this statement)BVAC, as Servicer, represents and verifies that no Event of Default or Termination Event has occurred (signature below signifies
acceptance of this statement)BVAC, as Servicer, represents and verifies that a hedge equal to at least the Required Hedge Amount is in effect. (signature below
signifies acceptance of this statement)
 PARED BY:
    
    /s/ Lisa Staab
    
    APPROVED BY:
    
    /s/ John OkuboLisa Staab
    
    
    
    John OkuboVP, Controller
    
    
    
    Executive VP and CFOBay View Acceptance Corp
    
    
    
    Bay View Capital Corp




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Exhibit H
 Pre-Funding Servicer Report




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Pre-Funding Servicer Report
 Bay View 2005 Warehouse Trust
 For Determination Date:
 A. PRE-FUNDING ACCOUNT BALANCE
 BalanceBeginning Amount on deposit in the Pre-funding Account+
    
    Pre-Funded Amount Advances (fundings received from cp issuance)-
    
    Pre-Funded Requested Advances (funds delivered to Bay View)
    
    1
    
    Ending Pre-Funding Account Balance
    
    
    
    
 B. OUTSTANDING ADVANCES
 1
    
    Total balance of outstanding draws2
    
    less: Paydown from Pre-Funded Receivables converted to a Receivables Advance
    
    3
    
    plus: Todays draw amount
    
    4
    
    Ending balance of outstanding draws
    
    
 C. PRE-FUNDED RECEIVABLES (Receivables not tagged)
 Amount1
    
    Beginning aggregate balance of Pre-Funded Receivables (C5 from last Pre-Funding Report)2
    
    +
    
    New Pre-Funded Receivables (as listed in the attached schedule)3
    
    -
    
    Pre-Funded Receivables that have been Certified (Tagged Rec)4
    
    -
    
    Collections/ discrepancies in previous Pre-Funded Receivables5
    
    Ending aggregate balance of Pre-Funded Receivables
    
    
    
    
    0.00
 D. PRE-FUNDING ACCOUNT ADVANCE
 1
    
    Ending aggregate balance of Pre-Funded Receivables
    
    
    
    
    0.002
    
    multiplied by Pre-Funding Advance Percentage3
    
    Pre-Funding Account Calculated Advance
    
    
    
    
    4
    
    Maximum Draw Amount Available under the Pre-Funding
Account (lesser of 1 and 3)
    
    
    
    
    
    
    

    5
    
    -
    
    Requested Additional Pre-Funded Advance AmountOverfunded?
    
    No6
    
    Pro-forma Ending Balance in the Pre-Funding Account
    
    
    
    
    
    
    

    7
    
    Pre-Funding Collateral (Lower of 1) $15MM and 2) A4 + C3)
    
    
    
    
    
    
    

    