<PAGE>

                                                                    EXHIBIT 10.1

                                                                  EXECUTION COPY

================================================================================

                             CONTRIBUTION AGREEMENT

                                 by and between

                        BAY VIEW ACCEPTANCE CORPORATION,
                                 as Contributor,

                                       and

                        BAY VIEW RECEIVABLES CORPORATION,
                                  as Depositor

                        ---------------------------------

                            Dated as of June 5, 2003

                        ---------------------------------

                                  $250,000,000

                         RECEIVABLES WAREHOUSE FACILITY

                        ---------------------------------

================================================================================

<PAGE>

                                TABLE OF CONTENTS

<TABLE>
<CAPTION>
SECTION                                                HEADING                                             PAGE
<S>               <C>                                                                                      <C>
CONTRIBUTION AGREEMENT..................................................................................     1

ARTICLE I         CERTAIN DEFINITIONS...................................................................     1

ARTICLE II        TRANSFER AND ACQUISITION OF RECEIVABLES...............................................     2

  Section 2.01.   Transfer and Acquisition of Receivables...............................................     2
  Section 2.02.   The Closing...........................................................................     4
  Section 2.03.   Funding Dates.........................................................................     4

ARTICLE III       REPRESENTATIONS AND WARRANTIES........................................................     4

  Section 3.01.   Representations, Warranties  and Covenants of the Depositor...........................     4
  Section 3.02.   Representations, Warranties and Covenants of the Contributor..........................     6
  Section 3.03.   Repurchase of Receivables.............................................................    19
  Section 3.04.   Depositor's Assignment of Repurchased Receivables.....................................    20
  Section 3.05.   Survival of Representations and Warranties............................................    20

ARTICLE IV        CONDITIONS............................................................................    21

  Section 4.01.   Conditions to Obligation of the Depositor.............................................    21
  Section 4.02.   Conditions to Obligation of the Contributor...........................................    23

ARTICLE V         COVENANTS OF THE CONTRIBUTOR..........................................................    24

  Section 5.01.   Protection of Right, Title and Interest...............................................    24
  Section 5.02.   Other Liens or Interest...............................................................    25
  Section 5.03.   Principal Executive Office; Jurisdiction of Organization..............................    25
  Section 5.04.   Costs and Expenses....................................................................    25
  Section 5.05.   No Waiver.............................................................................    26
  Section 5.06.   Contributor's Records.................................................................    26
  Section 5.07.   Cooperation by Contributor............................................................    26
  Section 5.08.   Notice of Breach......................................................................    26

ARTICLE VI        INDEMNIFICATION.......................................................................    27

  Section 6.01.   Indemnification.......................................................................    27

ARTICLE VII       MISCELLANEOUS.........................................................................    28

  Section 7.01.   Obligations of Contributor............................................................    28
  Section 7.02.   Subsequent Transfer and Pledge........................................................    28
  Section 7.03.   Amendment.............................................................................    28
  Section 7.04.   Waivers...............................................................................    28
  Section 7.05.   Notices...............................................................................    29
  Section 7.06.   Representations.......................................................................    29
  Section 7.07.   Headings and Cross-References.........................................................    29
</TABLE>

                                       -i-

<PAGE>

<TABLE>
<S>             <C>                                                                                         <C>
Section 7.08.   Governing Law.........................................................................      29
Section 7.09.   Counterparts..........................................................................      29
Section 7.10.   No Bankruptcy Petition Against the Depositor or the Issuer or Any Noteholder..........      29
Section 7.11.   Third Party Beneficiaries.............................................................      29
Section 7.12.   Material Adverse Effect...............................................................      30
Section 7.13.   TRIAL BY JURY WAIVED..................................................................      30
Section 7.14.   CONSENTS TO JURISDICTION..............................................................      30
Section 7.15.   Severability of Provisions............................................................      31
Section 7.16.   Rights Cumulative.....................................................................      31
Section 7.17.   No Offset.............................................................................      31
Section 7.18.   Assignment and Binding Effect.........................................................      31
Section 7.19.   Captions..............................................................................      31
Section 7.20.   Legal Holidays........................................................................      31
Section 7.21.   Relationship of the Parties...........................................................      32
Section 7.22.   Reports to Holders....................................................................      32
Section 7.23.   Integration; Binding Effect; Survival of Terms........................................      32
</TABLE>

SCHEDULE I- INITIAL RECEIVABLES

<TABLE>
<S>                                                                                                        <C>
EXHIBIT A - FORM OF CONTRIBUTOR ASSIGNMENT..............................................................   A-1
EXHIBIT B - FORM OF CONTRACT............................................................................   B-1
EXHIBIT C - CONTRIBUTOR'S UNDERWRITING GUIDELINES.......................................................   C-1
</TABLE>

                                      -ii-

<PAGE>

                             CONTRIBUTION AGREEMENT

      THIS CONTRIBUTION AGREEMENT (the "Agreement") is made as of this 5th day
of June, 2003, by and between BAY VIEW ACCEPTANCE CORPORATION, a Nevada
corporation (the "Contributor"), and BAY VIEW RECEIVABLES CORPORATION, a special
purpose corporation established under the laws of the State of Delaware (the
"Depositor"), having its principal place of business in San Mateo, California.

      WHEREAS, the Contributor has acquired and will acquire in the ordinary
course of business, certain Receivables, secured by a security interest granted
by the related Obligors in the related Financed Vehicles; and

      WHEREAS, the Contributor and the Depositor wish to set forth the terms and
provisions pursuant to which the Receivables are to be transferred by the
Contributor to the Depositor on the Closing Date and on each Funding Date, which
Receivables will then be transferred from the Depositor to Bay View Auto
Receivables Owner Trust (the "Issuer") and then granted by the Issuer to
JPMorgan Chase Bank, as indenture trustee (the "Indenture Trustee") for the
benefit of the Noteholders (the "Noteholders"), pursuant to the terms of that
certain Indenture dated of even date herewith (as amended, restated,
supplemented or otherwise modified from time to time, the "Indenture") by and
between the Issuer and the Indenture Trustee.

      NOW, THEREFORE, in consideration of the mutual covenants contained herein,
and other good and valuable consideration, the receipt and adequacy of which are
hereby acknowledged, the parties hereto agree as follows:

                                    ARTICLE I

                               CERTAIN DEFINITIONS

      Capitalized terms used but not defined in this Agreement shall have the
meanings set forth in the Indenture or, if not defined therein, in the Sale and
Servicing Agreement. As used in this Agreement, the following terms shall,
unless the context otherwise requires, have the following meanings (such
meanings to be equally applicable to the singular and plural forms of such terms
and to the masculine, feminine and neuter genders of such terms):

      "Assignments" mean, collectively, the Contributor Assignment and the
Depositor Assignment, or either one.

      "Contributed Assets" means, with respect to each Receivable all right
title and interest of the Contributor in, to and under (i) the security interest
in the related Financed Vehicle Granted by the related Obligor pursuant to such
Receivable and any accessions thereto, and other interests of the Contributor in
the Financed Vehicles and accessions including, without limitation, the related
Certificate of Title; (ii) any service warranties and service contracts and any
physical damage, credit life, risk default, disability, gap or other insurance
policies covering the related Financed Vehicle or the related Obligor or refunds
in connection therewith relating to

<PAGE>

Receivables (including, without limitation, state tax refunds) and any proceeds
from liquidation of the Receivables or Financed Vehicles received after the
related Cutoff Date; (iii) all property (including the right to receive future
Recoveries) that shall secure a Receivable; (iv) the rights that relate to a
Receivable under each Dealer Agreement, including, but not limited to, any
recourse against any Dealer; (v) 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; (vi) the
original retail installment contract and security agreement and any amendments
thereof evidencing the Receivables; (vii) all documentation in the Custodian
File and other documents maintained by the Contributor according to its
customary procedures with respect to Receivables, Financed Vehicles or Obligors;
and (viii) 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 or hereafter arising.

      "Contributor Address" means 818 Oak Park Road, Covina, CA 91724.

      "Contributor Assignment" means the document of assignment substantially in
the form attached to this Agreement as Exhibit A.

      "Custodian File" shall have the meaning assigned to it in Section 4.01(d).

      "Depositor Address" means 818 Oak Park Road, Covina, CA 91724.

      "Initial Receivable" means each Receivable listed on Schedule I hereto,
each of which was contributed to the Depositor by the Contributor and then
transferred from the Depositor to the Issuer and a security interest in which
was simultaneously granted by the Issuer to the Indenture Trustee on the Closing
Date.

      "Receivables Purchase Price" means the amount paid to the Contributor
under this Agreement or to the Depositor under the Sale and Servicing Agreement,
which amount shall be equal to the Receivables Advance Amount paid to the Issuer
under the Indenture.

      "Subsequent Receivable" means, with respect to each Funding Date, each
Receivable listed on Schedule I to the related Contributor Assignment, each of
which was contributed to the Depositor by the Contributor and then transferred
from the Depositor to the Issuer on such Funding Date.

                                   ARTICLE II

                     TRANSFER AND ACQUISITION OF RECEIVABLES

Section 2.01. Transfer and Acquisition of Receivables. On the Closing Date and
on each Funding Date, subject to the terms and conditions of this Agreement, the
Contributor agrees to transfer to the Depositor, and the Depositor agrees to
acquire from the Contributor, the Initial Receivables and the related Subsequent
Receivables, respectively, and the Contributed Assets relating thereto.

                                      -2-

<PAGE>

            (a) Initial Transfer of Receivables. On the Closing Date,
      simultaneously with the transactions set forth in the Indenture and the
      Sale and Servicing Agreement, the Contributor shall transfer to the
      Depositor, without recourse except as set forth herein (i) the Initial
      Receivables, and all moneys received thereon on or after the Initial
      Cutoff Date; and (ii) the related Contributed Assets.

            (b) Consideration for Initial Receivables. In consideration of the
      Receivables and the related Contributed Assets described in Section
      2.01(a), the Contributor shall, on the Closing Date, receive (i) an amount
      equal to the Receivables Purchase Price in immediately available funds to
      the extent of the net proceeds received from the Noteholders from the sale
      of the Notes under the Note Purchase Agreement, and (ii) to the extent
      that the value of such Contributed Assets exceeds such Receivables
      Purchase Price, an increase in the value of the stock of the Depositor,
      which is a wholly-owned subsidiary of the Contributor.

            (c) Transfer of Subsequent Receivables. On each Funding Date, the
      Contributor shall transfer to the Depositor, without recourse except as
      set forth herein (i) the related Subsequent Receivables, and all moneys
      received thereon on or after the applicable Cutoff Date and (ii) the
      related Contributed Assets; provided, however, that Subsequent Receivables
      may not be transferred by the Contributor to the Depositor and then
      transferred from the Depositor to the Issuer, or a security interest
      granted by the Issuer to the Indenture Trustee unless each of the
      conditions precedent in Section 2.12 of the Indenture has been satisfied.

            (d) Consideration for Subsequent Receivables. Upon two (2) Business
      Days' prior written notice given by the Depositor to the Issuer and then
      from the Issuer to the Indenture Trustee, the Depositor shall cause the
      Issuer to cause the Indenture Trustee, on the applicable Funding Date, to
      pay to the Issuer which will pay the Depositor which will pay the
      Contributor an amount equal to the Receivables Purchase Price with respect
      to the related Subsequent Receivables in immediately available funds to
      the extent of the net proceeds received from the Noteholders from the sale
      of Additional Note Principal Balances. To the extent that the value of any
      such Subsequent Receivables exceeds the Receivables Purchase Price with
      respect thereto, the Depositor shall receive an increase in the value of
      its ownership interest in the Issuer, and the Contributor shall receive an
      increase in the value of the stock of the Depositor, which is a
      wholly-owned subsidiary of the Contributor.

            (e) Transfer. It is the intention of the Contributor and the
      Depositor that each transfer hereunder constitute an absolute transfer of
      the Receivables and the related Contributed Assets from the Contributor to
      the Depositor with the intention of removing them from the Contributor's
      estate pursuant to Section 541 of the United States Bankruptcy Code, as
      the same may be amended from time to time, or any successor provision
      thereto. If, notwithstanding the express intention of the parties, this
      Agreement is deemed not to constitute an absolute transfer of the
      Receivables and the Contributed Assets from the Contributor to the
      Depositor, this Agreement shall be deemed to be a security agreement
      within the meaning of Article 8 and Article 9 of the Uniform

                                      -3-

<PAGE>

      Commercial Code as in effect in the State of New York, and the conveyance
      provided for in this Section 2.01 shall be deemed to be a grant by the
      Contributor to the Depositor of a valid first priority perfected security
      interest in all of the Contributor's right, title and interest in and to
      the Receivables and the Contributed Assets.

      Section 2.02. The Closing. The transfer of the Initial Receivables from
the Contributor to the Depositor shall take place at a closing (the "Closing")
on the Closing Date, simultaneously with the transfer of such Initial
Receivables from the Depositor to the Issuer and the grant by the Issuer of all
of its right, title and interest in and to the Initial Receivables and related
Contributed Assets to the Indenture Trustee for the benefit of the Noteholders,
and the issuance of the Notes pursuant to the Indenture.

      Section 2.03. Funding Dates. The transfer of Subsequent Receivables on a
Funding Date shall take place at such location as the Contributor, the
Depositor, the Issuer and the Indenture Trustee may reasonably agree. The
transfer of Subsequent Receivables shall be made in accordance with Sections
2.12 through 2.14 of the Indenture pursuant to which (a) the Contributor will
transfer all of its right, title and interest in and to the Subsequent
Receivables and the related Contributed Assets to the Depositor, (b) the
Depositor will transfer all of its right, title and interest in and to the
Subsequent Receivables and the related Deposited Assets to the Issuer, and (c)
the Issuer will confirm the grant of all of its right, title and interest in and
to such Subsequent Receivables and the related Contributed Assets to the
Indenture Trustee for the benefit of the Noteholders, the Agent and the
Financial Institutions.

                                   ARTICLE III

                         REPRESENTATIONS AND WARRANTIES

      Section 3.01. Representations, Warranties and Covenants of the Depositor.
The Depositor hereby represents and warrants to the Contributor, and in the case
of (g) below, makes the following covenants for the benefit of the Contributor,
as of the Closing Date and each Funding Date:

            (a) Organization, Etc. The Depositor is a corporation duly
      organized, validly existing and in good standing under the laws of the
      State of Delaware with full power and authority to execute and deliver
      this Agreement and to perform the terms and provisions hereof; the
      Depositor 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 (including, without limitation, the purchase
      of the Receivables from the Contributor hereunder and under each
      Contributor Assignment, the conveyance of the Receivables by the Depositor
      pursuant to the Sale and Servicing Agreement and each Depositor
      Assignment, and the performance of its other obligations under this
      Contribution Agreement, the Sale and Servicing Agreement, each Assignment
      and the other Transaction Documents to which it is a party) 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 Depositor, on the ability of the Depositor to perform
      its obligations under the Transaction

                                      -4-

<PAGE>

      Documents or on the Noteholders, the Issuer, the Receivables or any other
      part of the Trust Estate.

            (b) Due Authorization. The execution, delivery and performance by
      the Depositor of this Agreement have been duly authorized by all necessary
      corporate or other action, do not require any approval or consent of any
      Person, do not and will not conflict with any provision of the Certificate
      of Incorporation or By-laws of the Depositor, and do not and will not
      conflict with or result in a breach which would constitute (with or
      without notice or lapse of time) a default under any agreement, indenture,
      mortgage, deed of trust, or other instrument binding upon or applicable to
      it or its property or any law or governmental regulation or court decree
      applicable to it or its property, do not and will not result in the
      creation or imposition of any Lien upon any of its properties pursuant to
      the terms of any indenture, agreement, mortgage, deed of trust, or other
      instrument (other than as expressly provided in the Transaction
      Documents), and this Agreement is the legal, valid and binding obligation
      of the Depositor enforceable in accordance with its terms except as the
      same may be limited by insolvency, bankruptcy, reorganization or other
      laws relating to or affecting the enforcement of creditors' rights or by
      general equity principles.

            (c) No Proceedings. There are no proceedings or investigations
      pending, or to the Depositor's knowledge, threatened, before any court,
      regulatory body, administrative agency or other governmental
      instrumentality having jurisdiction over the Depositor or its properties:
      (A) asserting the invalidity of this Contribution Agreement, any
      Assignment, the Sale and Servicing Agreement, the Notes, or any other
      Transaction Document; (B) seeking to prevent the issuance of the Notes or
      the consummation of any of the transactions contemplated by this
      Contribution Agreement, any Assignment, the Sale and Servicing Agreement
      or any other Transaction Document to which it is a party; (C) seeking any
      determination or ruling that might materially and adversely affect the
      performance by the Depositor of its obligations under, or the validity or
      enforceability of, this Contribution Agreement, any Assignment, the Sale
      and Servicing Agreement, the Notes or any other Transaction Document to
      which it is a party; (D) which might adversely affect the federal or state
      income, excise, franchise or similar tax attributes of the Notes; or (E)
      that could reasonably be expected to have a material adverse effect on the
      Receivables.

            (d) Business Purpose. The Depositor will acquire the Receivables for
      a bona fide business purpose and has undertaken the transactions
      contemplated herein as principal rather than as agent for the Contributor
      or any other person.

            (e) Depositor's Records. The books and records of the Depositor will
      disclose that the Contributor made a valid assignment of the Receivables
      to the Depositor; provided, however, the Depositor acknowledges that,
      solely for the purposes of generally accepted accounting principles, the
      Receivables will appear as assets of the Contributor and its consolidated
      subsidiaries in the consolidated financial statements of such Persons
      (which financial statements will include a footnote stating that the
      Receivables are not available to satisfy the Contributor's creditors).

                                      -5-

<PAGE>

            (f) Depositor's Address. The Depositor Address is, and has been
      since its date of incorporation, the chief place of business and the
      office where the Depositor keeps its records concerning the Receivables
      and the Contributed Assets. The Depositor's chief executive office is and
      has been since its date of incorporation 1840 Gateway Drive, Suite 301,
      San Mateo, California 94404. The Depositor's jurisdiction of incorporation
      is, and has been since its date of incorporation, Delaware.

            (g) Taxes. All tax returns or extensions required to be filed by the
      Depositor in any jurisdiction (other than jurisdictions in which the
      failure to file would not have a material adverse effect on the Depositor,
      the Depositor'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 Depositor, 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 Depositor, all such tax returns
      are true and correct and the Depositor has no knowledge of any proposed
      additional tax assessment against it in any material amount nor of any
      basis therefor.

            (h) Accuracy of Information. All information heretofore furnished by
      the Depositor 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 Depositor 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.

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

            (j) Compliance with Laws. The Depositor 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
      material adverse effect on the Depositor, any Noteholder, any Receivable
      or other part of the Trust Estate.

      Section 3.02. Representations, Warranties and Covenants of the
Contributor. The Contributor hereby represents and warrants to the Depositor as
of the Closing Date and each Funding Date (except as otherwise provided):

            (a) On the Closing Date, with respect to the Initial Receivables,
      and on the related Funding Date, with respect to the Subsequent
      Receivables:

                                      -6-

<PAGE>

            (i)   Characteristics of Receivables. Each Receivable (A) was
      originated by the Contributor or a Dealer for the retail sale or
      refinancing of a Financed Vehicle in the ordinary course of the
      Contributor's or such Dealer's business, and the Contributor or such
      Dealer had all necessary licenses and permits to originate Receivables in
      the State where the Contributor or such Dealer was located, was fully and
      properly executed by the parties thereto, and, in the case of Receivables
      originated by a Dealer, was purchased by the Contributor from such Dealer
      under an existing Dealer Agreement with the Contributor and was validly
      assigned by such Dealer to the Contributor, (B) contains customary and
      enforceable provisions such as to render the rights and remedies of the
      holder thereof adequate for realization against the collateral security,
      (C) is not a Rule of 78s Receivable or a pre-computed interest Receivable,
      but is a fully amortizing simple interest receivable which provides for
      level monthly payments (provided that the payment or payments in the first
      Collection Period and the final Collection Period of the life of the
      Receivable may be minimally different from the level payment) which, if
      made when due, shall fully amortize the Amount Financed over the original
      term, (D) provides that, in the event such Receivable is prepaid, such
      prepayment fully pays the principal balance and all accrued and unpaid
      interest through the date of such prepayment at an interest rate equal to
      or greater than the APR, (E) has not been amended, rewritten, modified or
      deferred, nor any provision thereof waived, except in accordance with the
      Collection Policy and the provisions of the Transaction Documents, (F) is
      payable in United States dollars and (G) does not entitle the Contributor
      to reduce, nor has the Contributor reduced, the APR under such Receivable
      to below 4%.

            (ii)  No Fraud or Misrepresentation. Each Receivable was originated
      by a Dealer and sold by such Dealer to the Contributor, or was originated
      by the Contributor, without any fraud or material misrepresentation on the
      part of such Dealer or on the part of the related Obligor.

            (iii) Compliance with Law. Each Receivable and each sale of Financed
      Vehicles complied all material respects at the time such Receivable or
      sale was originated or made and now complies in all material respects with
      all requirements of applicable federal, State and local laws, and
      regulations thereunder (including, without limitation, usury laws, the
      Federal Truth-in-Lending Act, the Equal Credit Opportunity Act, the Fair
      Credit Billing Act, the Fair Credit Reporting Act, the Fair Debt
      Collection Practices Act, the Federal Trade Commission Act, the Federal
      Trade Commission Credit Practice Rules, the Magnuson-Moss Warranty Act,
      the Federal Reserve Board's Regulations "B" and "Z," the Soldiers' and
      Sailors' Civil Relief Act of 1940, Division 3 of the California Vehicle
      Code, state unfair and deceptive trade practice laws and state adaptations
      of the National Consumer Act and of the Uniform Consumer Credit Code and
      other consumer credit laws and equal credit opportunity and disclosure
      laws).

            (iv)  Origination. Each Receivable was originated in the United
      States and each Receivable (other than the Lendco Receivables and the
      Ultra Receivables), at the time of origination, conformed to requirements
      of the Contributor's then current "Underwriting Guidelines" (the most
      recent copy of which is attached hereto as Exhibit C) and credit policies
      applicable to such Receivable.

                                      -7-

<PAGE>

           (v)    Binding Obligation. Each Receivable represents the genuine,
      legal, valid and binding payment obligation in writing of the Obligor
      thereon, enforceable by the holder thereof in accordance with its terms,
      except (A) as enforceability may be limited by bankruptcy, insolvency,
      reorganization or similar laws affecting the enforcement of creditors'
      rights generally and by equitable limitations on the availability of
      specific remedies, regardless of whether such enforceability is considered
      in a proceeding in equity or at law and (B) as such Receivable may be
      modified by the application after the related Cut-off Date of the Solders'
      and Sailors' Civil Relief Act of 1940 as amended; and all parties to each
      Receivable had full legal capacity to execute and deliver such Receivable
      and all other documents related thereto and to grant the security interest
      purported to be granted thereby.

           (vi)   Obligors. Each Obligor is domiciled in the United States. None
      of the Obligors is an Affiliate of Bay View Acceptance or is employed by
      Bay View Acceptance. None of the Obligors is the United States of America
      or any State or local government or any agency, department, subdivision or
      instrumentality thereof. No Receivable has been included in a "fleet" sale
      (i.e., a sale to any single obligor of more than five (5) Financed
      Vehicles.

           (vii)  Obligor Bankruptcy. At the related Cutoff Date, no Obligor has
      been identified on the Contributor's records as being the subject of a
      current bankruptcy proceeding as a debtor, except for Obligors under
      Chapter 13 Receivables.

           (viii) Schedule of Receivables. The information pertaining to each
      Receivable set forth in the Schedule of Receivables has been produced from
      the Contributor's electronic ledger and was true and correct in all
      material respects as of the close of business on the related Cutoff Date
      and at the Closing Date or the related Funding Date, as applicable.

           (ix)   Marked Records. By the Closing Date or the related Funding
      Date, as applicable, each of the Contributor and the Depositor will have
      caused the portions of its records relating to the Receivables to be
      clearly and unambiguously marked to show that the Receivables have been
      transferred by the Contributor to the Depositor hereunder, and have been
      transferred by the Depositor to the Issuer and constitute part of the
      Trust Estate pledged to the Indenture Trustee.

           (x)    Computer Tape or Listing. The computer tape made available by
      the Contributor to the Backup Servicer on the Closing Date or the related
      Funding Date was complete and accurate (excluding any typographical or
      clerical errors that do not affect the outstanding balance of Receivables
      listed on such computer tape) as of the related Cutoff Date and includes a
      description of the same Receivables that are described in the Schedule of
      Receivables.

           (xi)   Chattel Paper. The Receivables constitute electronic or
      tangible chattel paper within the meaning of the UCC.

                                      -8-

<PAGE>

           (xii)  One Original. There is only one original executed copy of each
      Receivable.

           (xiii) Custodian Files Complete. There exists a Custodian File
      pertaining to each Receivable, and such Custodian File contains: (A) a
      fully executed original of the related retail installment contract, and an
      acknowledgment of the Custodian that it holds such Receivable for the
      benefit of the Noteholders, (B) evidence of either (1) a certificate of
      insurance, (2) an application form for insurance signed by the Obligor or
      (3) a signed representation letter from the Obligor named in the
      Receivable pursuant to which the Obligor has agreed to obtain physical
      damage insurance for the related Financed Vehicle, (C) the original or
      electronic equivalent of the Certificate of Title or, with respect to a
      Certificate of Title filed electronically, a report prepared by a third
      party service that shows such service maintains perfection related to such
      Certificate of Title on behalf of the Servicer; or, if the Certificate of
      Title has not yet been received, and in the case of each electronic
      Certificate of Title, an application therefor, or a copy of such
      Certificate of Title with a copy of the application filed to amend the
      Certificate of Title to indicate the security interest of the Contributor
      in the related Financed Vehicle, (D) the original executed copy or
      electronic equivalent of an original credit application signed by the
      Obligor; (E) the originals of all assumption, consolidation, extension,
      modification or waiver agreements, if any, relating to such Receivable
      except for any such item listed above which has been preserved by
      electronic means; (F) any other documents that the Servicer shall keep on
      file, in accordance with its customary procedures, or reasonably required
      by the Issuer, from time to time to be kept on file, relating to a
      Receivable, the related Obligor or the related Financed Vehicle; and (G)
      any additional original loan documents evidencing any assumption,
      consolidation, extension, modification or waiver of a Receivable approved
      by the Servicer. Each of such documents which is required to be signed by
      the Obligor has been signed by the Obligor in the appropriate spaces. All
      blanks on any form have been properly filled in and each form has
      otherwise been correctly prepared in all material respects. The complete
      Custodian File for each Receivable is currently in the possession of the
      Custodian.

           (xiv)  Receivables in Force. No Receivable has been satisfied,
      subordinated or rescinded, and the Financed Vehicle securing each such
      Receivable has not been released from the Lien of the related Receivable
      in whole or in part. No provisions of any Receivable have been waived,
      altered or modified in any respect since its origination, except by
      instruments or documents identified in the Custodian File held by the
      Custodian and in accordance with the Collection Policy in all material
      respects. No Receivable has been modified as a result of application of
      the Soldiers' and Sailors' Civil Relief Act of 1940, as amended.

           (xv)   Lawful Assignment. No Receivable was originated in, or is
      subject to the laws of any jurisdiction, the laws of which would make
      unlawful, void or voidable the sale, transfer and assignment of such
      Receivable under this Agreement, the Sale and Servicing Agreement or the
      Indenture. The Contributor has not entered into any agreement with any
      account debtor that prohibits, restricts or conditions the assignment of
      any portion of the Receivables. Each Receivable, by its terms, is
      assignable.

                                      -9-

<PAGE>

          (xvi)   Good Title. No Receivable has been sold, transferred, assigned
      or pledged by the Contributor to any Person other than the Depositor.
      Immediately prior to the conveyance of the Receivables to the Depositor
      pursuant to this Agreement, the Contributor was the sole owner thereof and
      had good and indefeasible title thereto, free of any Lien, and, upon
      execution and delivery of this Agreement and the applicable Contributor
      Assignment by the Contributor, the Depositor shall have good and
      indefeasible title to and will be the sole owner of such Receivables, free
      of any Lien. No Dealer has a participation in, or other right to receive,
      proceeds of any Receivable. The Contributor has not taken any action to
      convey any right to any Person that would result in such Person having a
      right to payments received under the related Insurance Policies or the
      related Dealer Agreements or to payments due under such Receivables.

          (xvii)  Security Interest in Financed Vehicle. Each Receivable is
      secured by a valid, binding and enforceable first priority perfected
      security interest in favor of the Contributor in the Financed Vehicle. The
      Certificate of Title for each Financed Vehicle shows (or, if a new or
      replacement Certificate of Title is being applied for with respect to such
      Financed Vehicle, the Certificate of Title will be received within one
      hundred eighty (180) days of the Closing Date or the related Funding Date,
      as applicable, and will show) the Contributor named as the original
      secured party under each Receivable as the holder of a first priority
      perfected security interest in such Financed Vehicle. With respect to each
      Receivable for which the Certificate of Title has not yet been returned
      from the applicable governmental authority, the Servicer has received
      written evidence from the related Dealer that such Certificate of Title
      showing the Contributor as first lienholder has been applied for. If the
      Receivable was originated in a State in which the filing or recording of a
      financing statement under the UCC is required to perfect a security
      interest in motor vehicles, such filings or recordings have been duly made
      and show the Contributor named as the original secured party under the
      related Receivable. As of the Initial Cutoff Date or the related
      Subsequent Cutoff Date, as applicable, there were no Liens or claims for
      taxes, work, labor, storage or materials affecting a Financed Vehicle
      which are or may be Liens prior or equal to the lien of the related
      Receivable. Each security interest in the Financed Vehicles has been or,
      with respect to Subsequent Receivables, will be as of the related Funding
      Date, validly assigned by the Contributor to the Depositor pursuant to
      this Agreement and the related Contributor Assignment.

          (xviii) All Filings Made. On the Closing Date or the related Funding
      Date, as applicable, filings (including, without limitation, UCC filings)
      required to be made by any Person and actions required to be taken or
      performed by any Person in any jurisdiction to give the Depositor a first
      priority perfected ownership interest in the Initial Receivables and the
      Subsequent Receivables, respectively, and the proceeds thereof have been
      made, taken or performed or will be made, taken or performed on or prior
      to the Closing Date or the related Funding Date, as applicable, and as of
      the Closing Date or the related Funding Date, as applicable, the Depositor
      has or will have, as applicable, such a first priority perfected ownership
      interest.

          (xix)   No Impairment. The Contributor has not done anything to convey
      any right to any Person that would result in such Person having a right to
      payments due under

                                     -10-

<PAGE>

      the Receivables or otherwise to impair the rights of the Depositor, the
      Issuer, the Indenture Trustee and the Noteholders in any Receivable or the
      proceeds thereof.

          (xx)    Receivable Not Assumable. No Receivable is assumable by
      another Person in a manner which would release the Obligor thereof from
      such Obligor's obligations to the Contributor with respect to such
      Receivable.

          (xxi)   No Defenses. No Receivable is subject to any right of
      rescission, setoff, counterclaim or defense and no such right has been
      asserted or threatened with respect to any Receivable. The operation of
      the terms of any Receivable or the exercise of any right thereunder will
      not render such Receivable unenforceable in whole or in part or subject to
      any such right of rescission, setoff, counterclaim or defense.

          (xxii)  No Default. There has been no uncured default, breach,
      violation or event permitting acceleration under the terms of any
      Receivable (other than payment delinquencies of not more than thirty (30)
      days as of the Initial Cutoff Date or the related Funding Date, as
      applicable, or payment delinquencies of thirty (30) days or more that have
      been cured on or prior to the Closing Date or related Funding Date, as
      applicable), and no condition exists or event has occurred and is
      continuing that with notice, the lapse of time or both would constitute a
      default, breach, violation or event permitting acceleration under the
      terms of any Receivable, and there has been no waiver of any of the
      foregoing. As of the Initial Cutoff Date and the Subsequent Cutoff Date,
      as applicable, no related Financed Vehicle funded on such date had been
      repossessed from the related Obligor or repossessed by the Servicer from
      any other Person.

          (xxiii) Insurance. At the time of the origination of each Receivable
      with a Receivable Balance of $50,000 or greater, the related Financed
      Vehicle was covered by a comprehensive and collision insurance policy (A)
      in an amount at least equal to the lesser of (i) its maximum insurable
      value or (ii) the principal amount due from the Obligor under the related
      Receivable, (B) naming the Contributor and its successors and assigns as
      loss payee and (C) insuring against loss and damage due to fire, theft,
      transportation, collision and other risks generally covered by
      comprehensive and collision coverage. Each Receivable that finances the
      cost of premiums for gap, credit life and credit accident and health
      insurance is covered by such an Insurance Policy. The Financed Vehicle
      relating to each Receivable that finances the cost of an extended service
      contract is covered by such a service contract. Each Receivable requires
      the Obligor to maintain physical loss and damage insurance, naming the
      Contributor and its successors and assigns as additional insured parties,
      and each Receivable permits the holder thereof to obtain physical loss and
      damage insurance at the expense of the Obligor if the Obligor fails to do
      so.

          (xxiv)  Receivables. (A) Each Receivable had an original maturity of
      not more than ninety-seven (97) months; (B) each Receivable has an Annual
      Percentage Rate (exclusive of prepaid finance charges) of at least 4%; (C)
      no Receivable was a Defaulted Receivable or a Delinquent Receivable as of
      the Cutoff Date; (D) no funds have been advanced by the Depositor, the
      Contributor, the Servicer, the Issuer, any Dealer, or

                                     -11-

<PAGE>

      anyone acting on behalf of any of them in order to cause any Receivable to
      qualify under subclause (B) of this clause (xxiv); (E) none of the
      Receivables have been re-aged (except for Receivables extended in
      compliance with Section 7.01(c)); and (F) the Receivable Balance of each
      Receivable set forth in the Schedule of Receivables is true and accurate
      in all material respects as of the related Cutoff Date.

            (xxv) Subsequent Receivables. The addition of Subsequent Receivables
      on any Funding Date shall not occur unless each of the funding conditions
      set forth in Section 2.12 of the Indenture have been satisfied and unless
      each of the following representations and warranties are true and correct
      on the related Cutoff Date (with each Receivable Balance or APR for any
      Receivable measured as of its related Cutoff Date):

                (A) no more than 40% (determined by the Aggregate Receivable
            Balance) of all of the Receivables pledged to the Indenture Trustee,
            after taking into consideration the Subsequent Receivables pledged
            to the Indenture Trustee on such Funding Date, shall have been
            originated in California;

                (B) no more than 18% (determined by the Aggregate Receivable
            Balance) of all of the Receivables pledged to the Indenture Trustee,
            after taking into consideration the Subsequent Receivables pledged
            to the Indenture Trustee on such Funding Date, shall have been
            originated in any Core State other than California;

                (C) no more than 10% (determined by the Aggregate Receivable
            Balance) of all Receivables pledged to the Indenture Trustee, after
            taking into consideration the Subsequent Receivables pledged to the
            Indenture Trustee on such Funding Date, shall have been originated
            in any Non-Core State;

                (D) no more than 40% (determined by the Aggregate Receivable
            Balance) of all of the Receivables pledged to the Indenture Trustee,
            after taking into consideration the Subsequent Receivables pledged
            to the Indenture Trustee on such Funding Date, shall have had a FICO
            Score at the time of origination thereof equal to or below 700;

                (E) no more than 15% (determined by the Aggregate Receivable
            Balance) of all of the Receivables pledged to the Indenture Trustee,
            after taking into consideration the Subsequent Receivables pledged
            to the Indenture Trustee on such Funding Date, shall have had a FICO
            Score at the time of origination thereof equal to or below 660;

                (F) no more than 5% (determined by the Aggregate Receivable
            Balance) of all of the Receivables pledged to the Indenture Trustee,
            after taking into consideration the Subsequent Receivables pledged
            to the Indenture Trustee on such Funding Date, shall have had a FICO
            Score at the time of origination thereof below 640;

                                     -12-

<PAGE>

                (G) no more than 30% (determined by the Aggregate Receivable
            Balance) of all of the Receivables pledged to the Indenture Trustee,
            after taking into consideration the Subsequent Receivables pledged
            to the Indenture Trustee on such Funding Date, shall have an
            original term of more than 84 months;

                (H) no more than 75% (determined by the Aggregate Receivable
            Balance) of all of the Receivables pledged to the Indenture Trustee,
            after taking into consideration the Subsequent Receivables pledged
            to the Indenture Trustee on such Funding Date, shall have an
            original term of more than 72 months;

                (I) no more than 70% (determined by the Aggregate Receivable
            Balance) of all of the Receivables pledged to the Indenture Trustee,
            after taking into consideration the Subsequent Receivables pledged
            to the Indenture Trustee on such Funding Date, shall have been, at
            the time of origination thereof, associated with a Financed Vehicle
            which is a used vehicle;

                (J) no more than 20% (determined by the Aggregate Receivable
            Balance) of all of the Receivables pledged to the Indenture Trustee,
            after taking into consideration the Subsequent Receivables pledged
            to the Indenture Trustee on such Funding Date, shall be associated
            with a Financed Vehicle which has a model year greater than 5 years
            prior to the calendar year in which such Funding Date occurs;

                (K) at least 95% (determined by the Aggregate Receivable
            Balance) of all of the Receivables pledged to the Indenture Trustee,
            after taking into consideration the Subsequent Receivables pledged
            to the Indenture Trustee on such Funding Date, shall have been, at
            the time of origination thereof, associated with a Financed Vehicle
            which is a passenger car, sport utility vehicle or light-duty truck;

                (L) no more than 10% (determined by the Aggregate Receivable
            Balance) of all of the Receivables pledged to the Indenture Trustee,
            after taking into consideration the Subsequent Receivables pledged
            to the Indenture Trustee on such Funding Date, shall be Lendco
            Receivables or Ultra Receivables (the Lendco Receivables and Ultra
            Receivables being considered in the aggregate with respect to such
            10% limit), and

                (M) no more than 0.50% (determined by the Aggregate Receivable
            Balance) of all of the Receivables pledged to the Indenture Trustee,
            after taking into consideration the Subsequent Receivable pledged to
            the Indenture Trustee on such Funding Date, shall be Chapter 13
            Receivables.

            (xxvi) No Adverse Selection. No selection procedures adverse to the
      Noteholders have been utilized in selecting such Receivable from all other
      similar receivables originated or acquired by the Contributor.

                                     -13-

<PAGE>

         (xxvii)  Form of Contract. Each Receivable contains provisions that
      give the obligee substantially the same benefits as provided in one of the
      form contracts attached as Exhibit A hereto, except for such immaterial
      modifications or deviations from such form contracts which appear in
      certain Receivables or which may appear in the future form contracts of
      the Contributor or which the Contributor acquires; any such modifications
      or deviations from the form loan contracts will not have a material
      adverse effect on the Noteholders.

         (xxviii) Loss or Destruction. As of the related Cutoff Date, no
      Financed Vehicle related to a Receivable has been the subject of a total
      loss or destruction.

         (xxix)   No Obligation to Dealers. The Depositor and its assignees
      will assume no obligation to Dealers or other holders of the Receivables
      as a result of its acquisition of the Receivables.

         (xxx)    No Future Obligation. The full Amount Financed of each
      Receivable has been advanced to or on behalf of each Obligor, and there
      are no requirements for future advances thereunder. The Obligor with
      respect to each Receivable does not have any option under such Receivable
      to borrow from the Contributor or any Affiliate additional funds secured
      by the Financed Vehicle.

         (xxxi)   Prior Servicing. The servicing of each Receivable and the
      collection practices relating thereto have been lawful and in accordance
      with the standards set forth in the Collection Policy in all material
      respects; other than the Servicer and any backup servicer arrangement that
      has been entered into in accordance with the provisions of the Transaction
      Documents, no other person has the right to service any Receivable.

         (xxxii)  Licenses. The Contributor, at the time of origination of each
      Receivable and as of Closing Date, with respect to the Initial
      Receivables, and as of the applicable Funding Date, with respect to the
      Subsequent Receivables, was in possession of all State and local licenses
      (including all debt collection licenses) required for it to acquire and
      own such Receivable and service such Receivable in accordance with the
      Contributor's Collection Policy in effect on such date and to perform its
      services as Servicer under the Sale and Servicing Agreement, and none of
      such licenses has been suspended, revoked or terminated, except where the
      failure of the Contributor to obtain and maintain any such license could
      not have a material adverse effect on the Issuer, any Noteholder or any
      Receivable or other part of the Trust Estate or the Contributor's ability
      to perform its obligations as Contributor, Custodian or Servicer under the
      Transaction Documents.

         (xxxiii) Payment Instructions. No Person has provided any payment
      instructions to any Obligor that are inconsistent with the provisions of
      Section 7.01(d) of the Sale and Servicing Agreement.

         (b)     Organization and Good Standing. The Contributor has been duly
      organized and is validly existing as a corporation in good standing under
      the laws of the State of Nevada, with power and authority to own its
      properties and to conduct its

                                     -14-

<PAGE>

      business as such properties are currently owned and such business is
      currently conducted. The Contributor is not organized under the laws of
      any jurisdiction other than Nevada.

            (c)   Due Qualification. The Contributor is duly qualified to do
      business as a foreign corporation in good standing, and has obtained all
      required licenses and approvals, if any, in all jurisdictions in which the
      ownership or lease of its property or the conduct of its business
      (including, without limitation, the purchase of the Receivables from the
      Dealers under the applicable Dealer Agreement, the conveyance of the
      Receivables by the Contributor pursuant to this Agreement and each
      Contributor Assignment, and the performance of its other obligations under
      this Agreement, the applicable Dealer Agreement, each Contributor
      Assignment and the other Transaction Documents to which it is a party)
      requires such qualification except those jurisdictions in which failure to
      be so qualified would not have a material adverse effect on the business
      or operations of the Contributor, on the ability of the Contributor, on
      the ability of the Contributor to perform its obligations under the
      Transaction Documents or on the Issuer, any Noteholder, the Receivables or
      other part of the Trust Estate.

            (d)   Power and Authority. The Contributor has the power and
      authority to execute and deliver this Agreement and the other Transaction
      Documents to which it is a party and to carry out its terms and their
      terms, respectively; Contributor has, all power, authority and legal right
      to acquire, own and transfer the Receivables and Contributed Assets to the
      Depositor; and the execution, delivery and performance of this Agreement
      and the other Transaction Documents to which it is a party have been duly
      authorized by the Contributor by all necessary corporate action.

            (e)   Binding Obligations. This Agreement and the other Transaction
      Documents to which the Contributor is a party, when duly executed and
      delivered by the other parties hereto and thereto, shall constitute legal,
      valid and binding obligations of the Contributor enforceable in accordance
      with their respective terms, except as enforceability may be limited by
      bankruptcy, insolvency, reorganization or other similar laws affecting the
      enforcement of creditors' rights generally and by equitable limitations on
      the availability of specific remedies, regardless of whether such
      enforceability is considered in a proceeding in equity or at law.

            (f)   No Violation. The consummation of the transactions
      contemplated by this Agreement and the other Transaction Documents to
      which it is a party and the fulfillment of the terms of this Agreement and
      the other Transaction Documents to which it is a party shall not conflict
      with, result in any breach of any of the terms and provisions of or
      constitute (with or without notice, lapse of time or both) a default
      under, the articles of incorporation or by-laws of the Contributor, or any
      material indenture, agreement, mortgage, deed of trust or other material
      to which the Contributor is a party or by which it is bound, or result in
      the creation or imposition of any Lien upon any of its properties pursuant
      to the terms of any such indenture, agreement, mortgage, deed of trust or
      other instrument, or violate any material law, order, rule or regulation
      applicable to the Contributor of any court or of any federal or state
      regulatory body, administrative agency or other governmental
      instrumentality having jurisdiction over the Contributor or any of

                                     -15-

<PAGE>

      its properties, or in any way materially adversely affect the interests of
      the Noteholders or the Indenture Trustee in any Receivable or other part
      of the Trust Estate, or affect the Contributor's ability to perform its
      obligations under this Agreement or any other Transaction Document.

            (g)   No Proceedings. There are no proceedings or investigations
      pending or, to the Contributor's knowledge, threatened against the
      Contributor, before any court, regulatory body, administrative agency or
      other tribunal or governmental instrumentality having jurisdiction over
      the Contributor or its properties (i) asserting the invalidity of this
      Agreement or any of the other Transaction Documents, (ii) seeking to
      prevent the issuance of the Notes or the consummation of any of the
      transactions contemplated by this Agreement or any of the other
      Transaction Documents, (iii) seeking any determination or ruling that
      might materially and adversely affect the performance by the Contributor
      of its obligations under, or the validity or enforceability of, this
      Agreement or any of the other Transaction Documents, (iv) seeking to
      adversely affect the federal income tax or other federal, State or local
      tax attributes of the Notes or (v) that could reasonably be expected to
      have a material adverse effect on the Receivables.

            (h)   Approvals. All approvals, authorizations, consents, orders or
      other actions of any person, corporation or other organization, or of any
      court, governmental agency or body or official, required in connection
      with the execution and delivery by the Contributor of this Agreement and
      the Transaction Documents have been or will be taken or obtained on or
      prior to the Closing Date.

            (i)   Contributor Address. The Contributor Address is, and has been
      for the five year period immediately preceding the Closing Date, the chief
      place of business and the office where the Contributor keeps its records
      concerning the Receivables and the Contributed Assets. The Contributor's
      chief executive office is, and has been for the five-year period
      immediately preceding the Closing Date, 1840 Gateway Drive, San Mateo,
      California 94404. The Contributor's jurisdiction of incorporation is, and
      has been for the 5-year-period immediately preceding the Closing Date,
      Nevada.

            (j)   Change in Name; Jurisdiction of Incorporation; Form of
      Organization. The Contributor shall not change its corporate name or the
      name under or by which it does business or change its jurisdiction of
      incorporation or its form of organization except in accordance with
      Section 5.01(b) hereof.

            (k)   Solvency of the Contributor:

                  i.    The Contributor does not believe, nor does it have any
            reasonable cause to believe, that it cannot perform each and every
            covenant contained in this Agreement.

                  ii.   The transactions contemplated by the Transaction
            Documents are being consummated by the Contributor in furtherance of
            its ordinary business

                                     -16-

<PAGE>

            purposes, with no contemplation of insolvency and with no intent to
            hinder, delay or defraud any of its present or future creditors.

                  iii.  Neither on the date of the transactions contemplated by
            the Transaction Documents or immediately before or after such
            transactions, nor as a result of the transactions, will the
            Contributor:

                       (A) be insolvent such that the sum of its debts is
                  greater than all of its respective property, at a fair
                  valuation;

                       (B) be engaged in or about to engage in, business or a
                  transaction for which any property remaining with the
                  Contributor will be an unreasonably small capital or the
                  remaining assets of the Contributor will be unreasonably small
                  in relation to its respective business or the transaction; and

                       (C) have intended to incur or believed it would incur,
                  debts that would be beyond its respective ability to pay as
                  such debts mature or become due. The Contributor's assets and
                  cash flow enable it to meet its present obligations in the
                  ordinary course of business as they become due.

                  iv.   Both immediately before and after the transactions
            contemplated by the Transaction Documents (a) the present fair
            salable value of the Contributor's assets was or will be in excess
            of the amount that will be required to pay its probable liabilities
            as they then exist and as they become absolute and matured; and (b)
            the sum of the Contributor's assets was or will be greater than the
            sum of its debts, valuing its assets at a fair salable value.

                  v.    There are no proceedings or investigations pending, or
            to the knowledge of the Contributor, threatened, against or
            affecting the Contributor in or before any court, governmental
            authority or agency or arbitration board or tribunal (including, but
            not limited to any such proceeding or investigation with respect to
            any environmental or other liability resulting from the ownership of
            the Receivables) which, individually or in the aggregate, involve
            the possibility of materially and adversely affecting the
            properties, business, prospects, profits or condition (financial or
            otherwise) of the Contributor, or the ability of the Contributor to
            perform its obligations under this Agreement. The Contributor is not
            in default with respect to any order of any court, governmental
            authority or agency or arbitration board or tribunal.

            (l)   Taxes. All tax returns or extensions required to be filed by
      the Contributor in any jurisdiction (other than jurisdictions in which the
      failure to file would not have a material adverse effect on the Issuer,
      any Noteholder, any Receivable or any other part of the Trust Estate or
      the Contributor and the performance of its obligations under this
      Agreement, each Dealer Agreement and the other Transaction Documents to
      which it is a party) have in fact been filed, and all taxes, assessments,
      fees and other governmental charges upon the Contributor, or upon any of
      the properties, income or franchises shown

                                     -17-

<PAGE>

      to be due and payable on such returns have been, or will be, paid or is
      being contested in good faith by appropriate proceedings with respect to
      which the Agent has received written notice. To the knowledge of the
      Contributor, all such tax returns are true and correct in all material
      respects and the Contributor has no knowledge of any proposed additional
      tax assessment against it in any material amount nor of any basis
      therefor. The provisions for taxes on the books of the Contributor are in
      accordance with generally accepted accounting principles.

            (m)   Consolidated Returns. The Contributor, the Issuer and the
      Depositor are members of an affiliated group within the meaning of Section
      1504 of the Internal Revenue Code which will file a consolidated federal
      income tax return at all times until termination of the Transaction
      Documents.

            (n)   Intent of Transactions. It is the intention of the Contributor
      and the Depositor that the Receivables and the Contributed Assets are
      owned by the Issuer as of the Closing Date or the related Funding Date, as
      applicable, and that the beneficial interest in and title to the
      Receivables and the Contributed Assets are not part of the Contributor's
      estate in the event of the filing of a bankruptcy petition by or against
      the Contributor under any bankruptcy law.

            (o)   Stock of Depositor. The Contributor is the registered owner of
      all of the shares of common stock of the Depositor, all of which are fully
      paid and nonassessable and owned of record, free and clear of all
      mortgages, assignments, pledges, security interests, warrants, options and
      rights to purchase other than those (if any) granted pursuant to the
      Transaction Documents.

            (p)   Notes as Debt. Each of the Contributor, the Depositor and
      their shareholders and stockholders shall treat the Receivables and the
      Contributed Assets as owned by the Issuer for legal purposes and owned by
      the Contributor and its consolidated subsidiaries for federal, state and
      local income tax purposes, shall include in the computation of the gross
      income of the Contributor and its consolidated subsidiaries for such
      purposes the income from the Receivables and the Contributed Assets, shall
      treat the Notes as debt of the Contributor and its consolidated
      subsidiaries for financial statement purposes and as debt of the Depositor
      for federal, State and local income tax purposes, and shall cause the
      Contributor and its consolidated subsidiaries to deduct the interest paid
      or accrued with respect to the Notes in accordance with its applicable
      method of accounting for such purposes.

            (q)   ERISA. The Contributor is in compliance with the Employee
      Retirement Income Security Act of 1974, as amended.

            (r)   Certificate, Statements and Reports. The officers
      certificates, statements, reports and other documents prepared by the
      Contributor and furnished to the Depositor pursuant to this Agreement or
      any other Transaction Document to which the Contributor is a party, and in
      connection with the transactions contemplated hereby or thereby, when

                                     -18-

<PAGE>

      taken as a whole, do not contain any untrue statement of a material fact
      or omit to state a material fact necessary to make the statements
      contained herein or therein not misleading.

            (s)   Accuracy of Information. All information heretofore furnished
      by the Depositor 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 Depositor 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.

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

            (u)   Compliance with Laws. The Depositor 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 material adverse effect on the Issuer, any Noteholder, any
      Receivable or other part of the Trust Estate.

      Section 3.03. Repurchase of Receivables. (a) The Contributor hereby
covenants and agrees to deliver to the Depositor, the Indenture Trustee and the
Agent prompt written notice of the occurrence of a breach of any of the
representations and warranties of the Contributor contained or deemed to be
contained in Section 3.02(a) hereof with respect to a Receivable transferred
hereunder. Upon discovery by the Contributor, the Depositor, the Issuer, the
Indenture Trustee, the Agent or the Servicer of (a) a Nonconforming Receivable,
or (b) the failure to deliver any document required to be included in any
Custodian File, or to file any UCC Financing Statement required to be filed
pursuant to the Transaction Documents, the party discovering such breach or
failure to deliver shall give prompt written notice to each of the other
foregoing parties. Except as specifically provided in the Sale and Servicing
Agreement or the Indenture, the Indenture Trustee has no obligation to review or
monitor the Receivables or the Contributed Assets for compliance with
representations and warranties or delivery requirements. If (i) the breach of
representations or warranties causing such Receivable to be a Nonconforming
Receivable has a material adverse effect on the Noteholders or such Receivable
or its collectibility and shall not have been (A) cured within thirty (30) days
following notice thereof or (B) waived by the Majority Holders following notice
thereof or (ii) the failure to deliver to the Custodian such Custodian File
documents or UCC Financing Statements within the time period required herein or
in the Sale and Servicing Agreement (other than the Certificates of Title, with
respect to which the Contributor shall have three (3) Business Days after the
one hundred eighty (180) day period set forth in Section 3.02(a)(xvii)), the
Contributor shall deposit or cause to be deposited the Repurchase Price with
respect to such Receivable in the Collection Account within two (2) Business
Days following the applicable cure period, if any; provided, that a breach of a
representation and warranty set forth in paragraphs (ii), (iii), (v), (vii),
(ix), (xiv), (xv), (xvi),

                                     -19-

<PAGE>

(xvii), (xviii), (xix), (xx), (xxi), (xxii), (xxviii), (xxx) and (xxxii) of
Section 3.02(a) automatically shall be deemed to have a material adverse effect
on the applicable Receivable or the Noteholders. The Depositor shall transfer to
the Contributor the Receivable and the Contributed Assets relating solely to
such Receivable affected by such breach or failure to deliver; provided, that
such transfer and assignment shall only be made upon receipt by the Depositor of
notice from the Servicer that the Repurchase Price has been remitted to the
Servicer and deposited into the Collection Account. The Depositor shall be
entitled to enforce the obligations of the Contributor and each applicable
Dealer under this Agreement and the applicable Dealer Agreement, respectively,
and to remit the Repurchase Price to the Servicer for deposit into the
Collection Account. The Indenture Trustee and the Agent are authorized to take
action on behalf of the Depositor to enforce the obligations of the Contributor
to repurchase such Receivable under this Agreement and to enforce the obligation
of a Dealer to repurchase such Receivable under the applicable Dealer Agreement.

            (b)   The obligations of the Contributor, the Depositor and the
Issuer to remove any Receivable and the Contributed Assets relating solely to
such Receivable and to remit the Repurchase Price with respect to a
Nonconforming Receivable which has a material adverse affect on the Noteholders
or on such Receivable or its collectibility or as to which a failure to deliver
has occurred and is continuing shall constitute the sole remedy, except for the
indemnification provisions expressly set forth in the Indenture, the Sale and
Servicing Agreement and this Agreement, against the Contributor, the Depositor
and the Issuer for such breach or failure to deliver or pay available to the
Indenture Trustee or the Noteholders. Notwithstanding the foregoing, the
Contributor shall indemnify the Owner Trustee (as such and in its individual
capacity), the Issuer, the Indenture Trustee, the Backup Servicer, the
Noteholders, and their respective officers, directors and employees against all
costs, expenses, losses, damages, claims and liabilities, including reasonable
fees and expenses of counsel, which may be asserted against or incurred by any
of them, as a result of third party claims arising out of the events or facts
giving rise to a repurchase event set forth in Section 3.03(a).

      Section 3.04. Depositor's Assignment of Repurchased Receivables. With
respect to any Receivable reacquired by the Contributor pursuant to this
Agreement, the Depositor shall assign, without recourse, representation or
warranty, to the Contributor all the Depositor's right, title and interest in
and to such Receivable, and all security and documents relating thereto.

      Section 3.05. Survival of Representations and Warranties. The
representations and warranties contained in this Agreement are made as of the
date specified herein and in each case shall survive the sale, transfer and
assignment of the related Receivables and the other related Contributed Assets
hereunder, the conveyance thereof by the Depositor to the Issuer under the Sale
and Servicing Agreement and the related Assignment, as applicable, and the
pledge thereof by the Issuer to the Indenture Trustee under the Indenture. The
Contributor and the Depositor agree that the Depositor will assign to the Issuer
all of the Depositor's rights under this Contribution Agreement and each
Contributor Assignment, the Issuer will assign to the Indenture Trustee all of
the Issuer's rights under this Contribution Agreement and each Contributor
Assignment and that the Indenture Trustee shall thereafter be entitled to
enforce this Contribution Agreement and each Contributor Assignment directly
against the Contributor in the Indenture Trustee's own name on behalf of the
Noteholders; provided, however, that the

                                     -20-

<PAGE>

representations and warranties of the Contributor in this Contribution Agreement
shall not be construed as a warranty or guaranty by the Contributor as to the
future payments by any Obligor.

                                   ARTICLE IV

                                   CONDITIONS

      Section 4.01. Conditions to Obligation of the Depositor. The obligation of
the Depositor to accept any transfer of Receivables hereunder is subject to the
satisfaction of the following conditions:

            (a)   The representations and warranties of the Contributor
      hereunder shall be true and correct on the Closing Date and each Funding
      Date, as the case may be, with the same effect as if then made, and the
      Contributor shall have performed all obligations to be performed by it
      hereunder on or prior to the Closing Date or Funding Date, as the case may
      be.

            (b)   The Contributor shall, at its own expense, on or prior to the
      Closing Date and each Funding Date, as applicable, indicate in its files
      that the Initial Receivables and the related Subsequent Receivables,
      respectively, have been transferred to the Depositor pursuant to this
      Agreement, then transferred from the Depositor to the Issuer pursuant to
      the Sale and Servicing Agreement and simultaneously pledged by the Issuer
      to the Indenture Trustee pursuant to the Indenture, and the Contributor
      shall deliver to the Depositor a Schedule of Receivables certified by an
      Authorized Officer of the Contributor to be true, correct and complete.
      Further, the Contributor hereby agrees that the computer files and other
      physical records of the Receivables maintained by the Contributor will
      bear an indication reflecting that the Receivables were transferred and
      pledged as described above.

            (c)   The following documents must be delivered by the Contributor
      on or in connection with the Closing Date and each Funding Date, as
      applicable.

                  (i)   Contributor Assignment. As of the Closing Date and each
            Funding Date, the Contributor shall execute a Contributor
            Assignment, substantially in the form of Exhibit A hereto, with
            respect to the Receivables and the related Contributed Assets being
            transferred by the Contributor on such date (as identified on the
            Schedule of Receivables attached to such Contributor Assignment).

                  (ii)  Evidence of UCC Filings. On or prior to the Closing Date
            and each Funding Date, as applicable, the Contributor shall provide
            the Depositor evidence that the Contributor has obtained, at the
            expense of the Contributor, (A) executed releases, termination
            statements and UCC-3 releases or terminations in each jurisdiction
            in which required by applicable law, if any, to release any prior
            security interests in the Receivables and the related Contributed
            Assets granted by the Contributor and (B) UCC-1 financing statements
            in each jurisdiction in which

                                     -21-

<PAGE>

            required by applicable law, executed by the Contributor, as
            contributor or debtor, and naming the Depositor, as purchaser or
            secured party, identifying the Receivables and the related
            Contributed Assets as collateral, meeting the requirements of the
            laws of each such jurisdiction and in such manner as is necessary to
            perfect the transfer of such Receivables to the Depositor.

                  (iii) Other Documents. The Contributor must deliver such other
            documents and legal opinions as the Depositor or the Agent may
            reasonably request.

            (d)   Documents to be Delivered by the Contributor In Connection
      with the Closing Date and each Funding Date. On or prior to the Closing
      Date or a Funding Date, as applicable, the Contributor shall deliver to
      the Custodian the following documents with respect to each Receivable
      transferred on such date (with respect to such Receivable, a "Custodian
      File"): (a) a fully executed original of the related retail installment
      contract, and an acknowledgment of the Custodian that it holds such
      Receivable for the benefit of the Noteholders, (b) evidence of either (1)
      a certificate of insurance, (2) an application form for insurance signed
      by the Obligor, or (3) a signed representation letter from the Obligor
      named in the Receivable pursuant to which the Obligor has agreed to obtain
      physical damage insurance for the related Financed Vehicle, (c) the
      original or electronic equivalent of the Certificate of Title or, with
      respect to a Certificate of Title filed electronically, a report prepared
      by a third party service that shows such service maintains perfection
      related to such Certificate of Title on behalf of the Servicer; or, if the
      Certificate of Title has not yet been received, and in the case of each
      electronic Certificate of Title, an application therefor, or a copy of
      such Certificate of Title with a copy of the application filed to amend
      the Certificate of Title to indicate the security interest of the
      Contributor in the related Financed Vehicle, (d) an electronic or hard
      copy of an original credit application signed by the Obligor; (e) the
      originals of all assumption, consolidation, extension, modification or
      waiver agreements, if any, relating to such Receivable except for any such
      item listed above which has been preserved by electronic means; (f) any
      other documents that the Servicer shall keep on file, in accordance with
      its customary procedures, or reasonably required by the Issuer, from time
      to time to be kept on file, relating to a Receivable, the related Obligor
      or the related Financed Vehicle; and (g) any additional original loan
      documents evidencing any assumption, consolidation, extension,
      modification or waiver of a Receivable approved by the Servicer.

            On or prior to the Closing Date or a Funding Date, as applicable,
      the Contributor shall deliver to the Custodian the original Certificate of
      Title or copies of correspondence to the appropriate governmental
      authority, and all enclosures thereto, for issuance of the original
      Certificate of Title for the related Financed Vehicles.

            If any original Certificate of Title is not delivered to the
      Servicer due to the fact that such Certificate of Title has not yet been
      issued by the applicable governmental authority and delivered to or on
      behalf of the Contributor, such Certificate of Title shall be delivered by
      the Contributor to the Servicer promptly following receipt thereof by the

                                     -22-

<PAGE>

      Contributor but in no event later than one hundred eighty (180) days
      following the Closing Date or the related Funding Date, as applicable;
      provided, however, that for any original Certificate of Title not so
      delivered to the Custodian prior to the expiration of such 180 day period,
      or if any other item of the Custodian File is not included therein, the
      Contributor shall be deemed to be in breach of its representations and
      warranties contained in Section 3.02(a) hereof, and the related Receivable
      shall be repurchased by the Contributor pursuant to Section 3.03(a)
      hereof.

            (e)   Other Transactions. The transactions contemplated by the
      Indenture, the Sale and Servicing Agreement and the other Transaction
      Documents shall be consummated on the Closing Date or with respect to a
      Subsequent Transfer shall have been consummated on the related Funding
      Date.

      Section 4.02. Conditions to Obligation of the Contributor. The obligation
of the Contributor to transfer the Receivables to the Depositor on the Closing
Date or each Funding Date, as the case may be, is subject to the satisfaction of
the following conditions:

            (a)   The representations and warranties of the Depositor hereunder
      shall be true and correct on the Closing Date or such Funding Date, as the
      case may be, with the same effect as if then made, and the Depositor shall
      have performed all obligations to be performed by it hereunder on or prior
      to the Closing Date or such Funding Date, as the case may be.

            (b)   All corporate and legal proceedings and all instruments in
      connection with the transactions contemplated by this Contribution
      Agreement shall be satisfactory in form and substance to the Contributor
      and the Agent, and the Contributor and the Agent shall have received from
      the Depositor copies of all documents (including, without limitation,
      records of Contributor proceedings) relevant to the transactions herein
      contemplated as the Agent or the Contributor may have requested.

            (c)   The Contributor's receipt of the consideration set forth in
      Section 2.01(b) and Section 2.01(d) hereof with respect to the Closing
      Date and each Funding Date respectively.

                                     -23-

<PAGE>

                                    ARTICLE V

                          COVENANTS OF THE CONTRIBUTOR

      The Contributor agrees with the Depositor as follows:

      Section 5.01. Protection of Right, Title and Interest.

            (a)   Filings. The Contributor shall cause all financing statements
      and continuation statements and any other necessary documents covering the
      right, title and interest of the Depositor in and to the Receivables and
      the related Contributed Assets to be promptly filed, and at all times to
      be kept recorded, registered and filed, all in such manner and in such
      places as may be required by law to fully preserve and protect the right,
      title and interest of the Depositor hereunder, the Issuer under the Sale
      and Servicing Agreement and the Indenture Trustee under the Indenture to
      the Receivables and the other property of the Trust Estate. The
      Contributor shall deliver or cause to be delivered to or at the direction
      of the Depositor (with copies to the Agent ), file-stamped copies of, or
      filing receipts for, any document recorded, registered or filed as
      provided above, as soon as available following such recordation,
      registration or filing. The Depositor shall cooperate fully with the
      Contributor in connection with the obligations set forth above and will
      execute any and all documents reasonably required to fulfill the intent of
      this Section 5.01(a). In the event the Contributor fails to perform its
      obligations under this subsection, the Depositor or the Indenture Trustee
      may do so at the expense of the Contributor.

            (b)   Name and Other Changes. At least thirty (30) days prior to the
      Contributor making any change in its 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 applicable provisions of the UCC or any
      title statute, the Contributor shall give the Depositor, the Issuer, the
      Agent and the Indenture Trustee written notice of any such change, and no
      later than five (5) days after the effective date thereof the Contributor
      shall file such financing statements or amendments as may be necessary to
      continue the perfection of the Depositor's interest in the Receivables and
      the Contributed Assets. At least sixty (60) days prior to the date of any
      relocation of its principal executive office or state of incorporation,
      the Contributor shall give the Indenture Trustee, the Agent and the
      Depositor written notice thereof, and the Contributor shall within five
      (5) days after the effective date thereof, file any such amendment or new
      financing statement if, as a result of such relocation, the applicable
      provisions of the UCC would require the filing of any amendment of any
      previously filed financing or continuation statement or of any new
      financing statement to continue the perfection of the Depositor's interest
      in the Receivables and the Contributed Assets. The Contributor shall at
      all times maintain each office from which it shall service the Receivables
      and maintain possession of the Custodian Files, and its principal
      executive office, within the United States of America.

                                     -24-

<PAGE>

      The Contributor shall not become or seek to become organized under the
      laws of more than one jurisdiction.

            (c)   Accounts and Records. The Contributor shall maintain accounts
      and records as to each Receivable accurately and in sufficient detail to
      permit the reader thereof to know at any time the status of such
      Receivable, including payments and recoveries made and payments owing (and
      the nature of each).

            (d)   Sale of Other Receivables. If at any time the Contributor
      shall propose to sell, grant a security interest in, or otherwise transfer
      any interest in any new or used automobile, van or light-duty truck
      installment sale contracts (other than the Receivables) to any prospective
      purchaser, lender, or other transferee, such Contributor shall give to
      such prospective purchaser, lender or other transferee computer tapes,
      records, or print-outs (including any restored from back-up archives)
      that, if they shall refer in any manner whatsoever to any Receivable,
      shall indicate clearly that such Receivable or Financed Vehicle has been
      pledged to the Indenture Trustee unless such Receivable or Financed
      Vehicle has been paid in full or repurchased.

            (e)   Access to Records. The Contributor shall, upon reasonable
      notice, permit the Agent, the Depositor, the Noteholders, the Indenture
      Trustee, the Servicer and their respective agents at any time during
      normal business hours to inspect, audit, and make copies of and abstracts
      from the Contributor's records regarding any Receivable.

            (f)   Other Actions. The Contributor shall from time to time, at its
      expense, promptly execute and deliver all further instruments and
      documents (including, without limitation, powers of attorney for the
      benefit of the Servicer) and take all further action that may be necessary
      or desirable to permit the Servicer to perform its obligations under the
      Sale and Servicing Agreement, including, without limitation, the
      Servicer's obligation to preserve and maintain the perfected security
      interest of the Indenture Trustee in the Receivables, the Financed
      Vehicles and the other Contributed Assets.

      Section 5.02. Other Liens or Interest. Except for the transfers hereunder,
the Contributor will not sell, pledge, assign or transfer to any other person,
or grant, create, incur, assume or suffer to exist any Lien on, any interest in,
and the Contributor shall defend the right, title, and interest of the Depositor
in, to and under the Initial and Subsequent Receivables and other Contributed
Assets against all claims of third parties claiming through or under the
Contributor; provided, however, that the Contributor's obligations under this
Section 5.02 shall terminate upon the termination of the Indenture in accordance
with its terms.

      Section 5.03. Principal Executive Office; Jurisdiction of Organization.
The Contributor shall maintain its principal executive office, principal place
of business, location of all books and records relating to the Receivables and
other Contributed Assets and sole jurisdiction of organization at the locations
and in the jurisdiction, respectively, set forth in Section 3.02(i).

      Section 5.04. Costs and Expenses. The Contributor agrees to pay all
reasonable costs and disbursements in connection with the perfection, as against
all third parties, of the transfer to

                                     -25-

<PAGE>

the Depositor of the Contributor's right, title and interest in and to the
Receivables and the Contributed Assets, the transfer thereof to the Issuer and
the pledge thereof to the Indenture Trustee.

      Section 5.05. No Waiver. The Contributor shall not waive any default,
breach, violation or event permitting acceleration under the terms of any
Receivable; provided, however, nothing in this Section 5.05 shall affect the
rights of and the restrictions on the Servicer with respect to such matters as
set forth in the Sale and Servicing Agreement.

      Section 5.06. Contributor's Records. The books and records of the
Contributor will disclose that the Contributor absolutely transferred the
Receivables to the Depositor; provided, however, the Contributor may show the
Receivables as assets of the consolidated companies that include the Contributor
and the Depositor as long as such financial statements indicate the transfers
hereunder, under the Sale and Servicing Agreement, under each Assignment and the
Indenture and indicate that such assets will not be available to satisfy the
claims of any creditor of the Contributor or the Depositor. The Contributor will
file all tax returns and reports in a manner consistent with the transfer to the
Depositor of the Receivables for federal income tax purposes.

      Section 5.07. Cooperation by Contributor. (a) The Contributor will
cooperate fully and in a timely manner with the Depositor, the Issuer, the
Servicer, the Agent, and the Indenture Trustee in connection with (i) the filing
of any claims with an insurer or any agent of any insurer under any insurance
policy affecting an Obligor or any of the Financed Vehicles; (ii) supplying any
additional information as may be requested by the Depositor, the Issuer, the
Servicer, the Agent, the Indenture Trustee or any such agent or insurer in
connection with the processing of any such claim; and (iii) the execution or
endorsement of any check or draft made payable to the Contributor representing
proceeds from any such claim. The Contributor shall take all such actions as may
be requested by the Depositor, the Agent, the Issuer, the Servicer or the
Indenture Trustee to protect the rights of the Depositor, the Agent, the Issuer
or the Indenture Trustee on behalf of the Noteholders in and to any proceeds
under any and all of the foregoing insurance policies. The Contributor shall not
take or cause to be taken any action which would impair the rights of the
Depositor, the Issuer or the Indenture Trustee on behalf of the Noteholders in
and to any proceeds under any of the foregoing insurance policies.

            (b)   The Contributor shall, within one (1) Business Day of receipt
      thereof, endorse any check or draft payable to the Contributor
      representing insurance proceeds and in the event there are no other payees
      on such check or draft, forward, via hand delivery, such endorsed check or
      draft to the Servicer for deposit into the Local Bank Account (or if the
      Backup Servicer is acting as successor Servicer, for deposit to the Backup
      Servicer Account). The Contributor will hold in trust and remit to the
      Local Bank Account (or if the Backup Servicer is acting as successor
      Servicer, for deposit to the Backup Servicer Account), within one (1)
      Business Day of receipt thereof, any funds received with respect to the
      Receivables after the related Cutoff Date.

      Section 5.08. Notice of Breach. The Contributor shall notify the Indenture
Trustee, the Agent, the Depositor and the Issuer promptly upon becoming aware in
writing, of any breach of

                                     -26-

<PAGE>

the representations and warranties or covenants of the Contributor or the
Depositor contained herein or in any other Transaction Document.

                                   ARTICLE VI

                                 INDEMNIFICATION

      Section 6.01. Indemnification. The Contributor shall defend, indemnify and
hold harmless the Depositor, the Indenture Trustee, the Backup Servicer, the
Owner Trustee (as such and in its individual capacity), the Agent, the Issuer
and the Noteholders:

            (a)   for any liability as a result of the failure of a Receivable
      to be originated in compliance with all requirements of law and for any
      breach of any of its representations and warranties contained herein or in
      the related Assignment;

            (b)   from and against any and all costs, expenses, losses, damages,
      claims, and liabilities, arising out of or resulting from the use,
      ownership, or operation by the Contributor or any Affiliate thereof of a
      Financed Vehicle;

            (c)   against any and all costs, expenses, losses damages, claims
      and liabilities, arising out of or resulting from any action taken, or
      failed to be taken, by the Contributor in respect of any portion of the
      Trust Estate other than in accordance with this Contribution Agreement or
      any other Transaction Document;

            (d)   from and against any and all taxes, except for taxes on the
      net income of the Depositor, the Indenture Trustee, the Backup Servicer,
      the Owner Trustee (as such or in its individual capacity), the Issuer, or
      the Noteholders, as the case may be, that may at any time be asserted
      against the Depositor with respect to the transactions contemplated herein
      and in each Assignment and in each other Transaction Document, including,
      without limitation, any sales, general corporation, tangible personal
      property, privilege, or license taxes and costs and expenses in defending
      against the same;

            (e)   from and against any and all costs, expenses, losses, damages,
      claims and liabilities to the extent that such cost, expense, loss,
      damage, claim or liability arose out of, or was imposed upon the
      Depositor, the Indenture Trustee, the Back-up Servicer, the Owner Trustee
      (as such or in its individual capacity), the Agent, the Issuer and the
      Noteholders, as the case may be, through the negligence, willful
      misfeasance, or bad faith of the Contributor in the performance of its
      duties under this Contribution Agreement or any other Transaction Document
      to which it is a party, or by reason of reckless disregard of the
      Contributor's covenants, obligations and duties under this Contribution
      Agreement or any other Transaction Document to which it is a party except
      to the extent that such cost, expense, loss, damage, claim or liability or
      portion thereof shall be due to the willful misfeasance, bad faith or
      gross negligence of the Depositor, the Indenture Trustee, the Backup
      Servicer, the Collateral Agent, the Spread Account Depositor, the Owner
      Trustee (as such or in its individual capacity), the Agent, the Issuer or
      the Noteholders as the case may be;

                                     -27-

<PAGE>

            (f)   from and against all costs, expenses, losses, damages, claims
      and liabilities arising out of or incurred in connection with the
      acceptance or performance of the Contributor's duties under this
      Contribution Agreement and the other Transaction Documents to which it is
      a party, including the trusts and duties as Servicer under the Sale and
      Servicing Agreement and as Custodian under the Custodian Agreement, except
      to the extent that such cost, expense, loss, damage, claim or liability
      shall be due to the willful misfeasance, bad faith or gross negligence of
      the Depositor, the Indenture Trustee, the Backup Servicer, the Owner
      Trustee, the Agent, the Issuer or the Noteholders, as the case may be; and

            (g)   against any and all costs, expenses, losses, damages, claims
      and liabilities arising out of or resulting from the failure of any
      Receivable or the sale of the related Financed Vehicle to comply with all
      requirements of applicable law.

Indemnification under this Section shall include reasonable fees and expenses of
litigation and shall survive termination of this Agreement. These indemnity
obligations shall be in addition to any obligation that the Contributor may
otherwise have.

                                   ARTICLE VII

                                  MISCELLANEOUS

      Section 7.01. Obligations of Contributor. The obligations of the
Contributor under this Agreement shall not be affected by reason of any
invalidity, illegality or irregularity of any Receivable.

      Section 7.02. Subsequent Transfer and Pledge. The Contributor acknowledges
that (i) the Depositor will transfer the Receivables and related Contributed
Assets to the Issuer and the Issuer will grant a security interest in the same
along with the Issuer's rights and benefits under the Sale and Servicing
Agreement to the Indenture Trustee pursuant to the terms of the Indenture and
(ii) the terms and provisions hereof are intended to benefit the Noteholders.
The Contributor acknowledges that the Indenture Trustee on behalf of the
Noteholders, as assignee of the Depositor's rights hereunder may directly
enforce, without making any prior demand on the Depositor, all the rights of the
Depositor hereunder, including, without limitation, the rights under Section
3.03(a) hereof. The Contributor hereby consents to such transfer and grant.

      Section 7.03. Amendment. This Agreement may be amended, restated or
supplemented from time to time by a written agreement duly executed and
delivered by the Contributor and the Depositor, but only with the prior written
consent of the Majority Holders. The Contributor shall deliver to the
Noteholders and the Agent a copy of any amendment to this Agreement.

      Section 7.04. Waivers. No failure or delay on the part of the Depositor,
the Issuer, the Indenture Trustee, the Agent in exercising any power, right or
remedy under this Agreement shall operate as a waiver thereof, nor shall any
single or partial exercise of any such power, right or remedy preclude any other
or further exercise thereof or the exercise of any other power, right

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<PAGE>

or remedy. Any waiver of the terms and provisions hereof must be in writing and
must be consented to in writing by the Majority Holders.

      Section 7.05. Notices. All notices, requests, consents and other
communications hereunder 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, to any party at its address set forth in Article I hereof or at such
other address as may be designated by it by notice to the other party and shall
be deemed given when so delivered, or if mailed. Any notice to the Indenture
Trustee, the Agent, any Noteholder or the Issuer shall be given in accordance
with the terms of the Indenture.

      Section 7.06. Representations. The respective agreements, representations,
warranties and other statements by the Contributor and the Depositor set forth
in or made pursuant to this Agreement are intended to benefit the Noteholders
and shall remain in full force and effect and will survive the Closing Date
under Section 2.02 hereof and each Funding Date.

      Section 7.07. Headings and Cross-References. The various headings in this
Agreement are included for convenience only and shall not affect the meaning or
interpretation of any provision of this Agreement. References in this Agreement
to Section names or numbers are to such Sections of this Agreement.

      Section 7.08. Governing Law. This Agreement and each Assignment shall be
governed by and construed in accordance with the internal laws of the State of
New York including New York General Obligations Law Sections 5-1401 and 5-1402,
but otherwise without regard to the conflict of laws principles thereof.

      Section 7.09. Counterparts. This Agreement may be executed in two or more
counterparts and by different parties on separate counterparts, each of which
shall be an original, but all of which together shall constitute one and the
same instrument.

      Section 7.10. No Bankruptcy Petition Against the Depositor or the Issuer
or Any Noteholder. The Contributor agrees 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 Depositor or the Issuer or any
Noteholder, or join any other Person in instituting against the Depositor or the
Issuer or any Noteholder, 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 7.10 shall survive
the termination of this Agreement and the Indenture.

      Section 7.11. Third Party Beneficiaries. This Agreement shall inure to the
benefit of the Issuer, the Agent, the Noteholders, the Indenture Trustee on
behalf of the Noteholders and their respective successors and assigns. Without
limiting the generality of the foregoing, all representations, covenants and
agreements in this Agreement which expressly confer rights upon the Depositor,
the Noteholders, the Issuer, the Agent or the Indenture Trustee shall be for the
benefit of and run directly to the Noteholders, the Depositor, the Issuer, the
Indenture Trustee and the Agent. The Indenture Trustee, the Noteholders, the
Agent and the Issuer shall be entitled

                                     -29-

<PAGE>

to rely on and enforce such representations, covenants and agreements to the
same extent as if it or they were a party hereto. Except as expressly stated
otherwise herein or in the other Transaction Documents, any right of the
Majority Holders to direct, appoint, consent to, approve of, or take any action
under this Agreement, shall be a right exercised by the Majority Holders in
their sole and absolute discretion.

      Section 7.12. Material Adverse Effect. Whenever a determination is to be
made under this Agreement whether a breach of a representation, warranty or
covenant has or could have a material adverse effect on a Receivable or any part
of the Trust Estate or the interest therein of the Issuer, the Noteholders (or
any similar or analogous determination), such determination shall be made by the
Majority Holders in their sole discretion.

      Section 7.13. TRIAL BY JURY WAIVED. EACH OF THE PARTIES HERETO WAIVES, TO
THE FULLEST EXTENT PERMITTED BY LAW, ANY RIGHT IT MAY HAVE TO A TRIAL BY JURY IN
RESPECT OF ANY LITIGATION ARISING DIRECTLY OR INDIRECTLY OUT OF, UNDER OR IN
CONNECTION WITH THIS AGREEMENT, ANY OF THE OTHER TRANSACTION DOCUMENTS OR ANY OF
THE TRANSACTIONS CONTEMPLATED HEREUNDER OR THEREUNDER. EACH OF THE PARTIES
HERETO (A) CERTIFIES THAT NO REPRESENTATIVE, AGENT OR ATTORNEY OF ANY OTHER
PARTY HAS REPRESENTED, EXPRESSLY OR OTHERWISE, THAT SUCH OTHER PARTY WOULD NOT,
IN THE EVENT OF LITIGATION, SEEK TO ENFORCE THE FOREGOING WAIVER AND (B)
ACKNOWLEDGES THAT IT HAS BEEN INDUCED TO ENTER INTO THIS AGREEMENT AND THE OTHER
TRANSACTION DOCUMENTS TO WHICH IT IS A PARTY, BY AMONG OTHER THINGS, THIS
WAIVER.

      Section 7.14. CONSENTS TO JURISDICTION. EACH OF THE PARTIES HERETO
IRREVOCABLY SUBMITS TO THE JURISDICTION OF THE UNITED STATES DISTRICT COURT FOR
THE SOUTHERN DISTRICT OF NEW YORK, 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 RELATED TO OR IN
CONNECTION WITH THIS AGREEMENT, THE OTHER TRANSACTION DOCUMENTS OR THE
TRANSACTIONS CONTEMPLATED HEREUNDER OR THEREUNDER OR FOR RECOGNITION OR
ENFORCEMENT OF ANY JUDGMENT AND EACH OF THE PARTIES HERETO IRREVOCABLY AND
UNCONDITIONALLY AGREES THAT ALL CLAIMS IN RESPECT OF ANY SUCH SUIT OR ACTION OR
PROCEEDING MAY BE HEARD OR DETERMINED IN SUCH NEW YORK COURT OR, TO THE EXTENT
PERMITTED BY LAW, IN SUCH FEDERAL COURT. EACH OF THE PARTIES HERETO AGREES 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, EACH OF THE
PARTIES HEREBY WAIVES AND AGREES 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 BROUGHT IN AN INCONVENIENT FORUM, THAT THE

                                     -30-

<PAGE>

VENUE OF THE SUIT, ACTION OR PROCEEDING IS IMPROPER OR THAT THIS AGREEMENT OR
ANY OF THE OTHER TRANSACTION DOCUMENTS OR THE SUBJECT MATTER HEREOF OR THEREOF
MAY NOT BE LITIGATED IN OR BY SUCH COURTS. THE CONTRIBUTOR AND THE DEPOSITOR
EACH HEREBY DESIGNATES CT Corporation System located at 111 Eighth Avenue, New
York, NY 10011, AS ITS TRUE AND LAWFUL ATTORNEY AND DULY AUTHORIZED AGENT FOR
ACCEPTANCE OF SERVICE OF LEGAL PROCESS. EACH OF THE CONTRIBUTOR AND THE
DEPOSITOR AGREES THAT SERVICE OF SUCH PROCESS UPON SUCH PERSON SHALL CONSTITUTE
PERSONAL SERVICE OF SUCH PROCESS UPON IT.

      Section 7.15. Severability of Provisions. If one or more of the provisions
of this Agreement shall be held invalid for any reason, such provisions shall be
deemed severable from the remaining provisions of this Agreement and shall in no
way affect the validity or enforceability of such remaining provisions. To the
extent permitted by law, the parties hereto hereby waive any law which renders
any provision of this Agreement prohibited or unenforceable.

      Section 7.16. Rights Cumulative. All rights and remedies under this
Agreement are cumulative, and none is intended to be exclusive of another. No
delay or omission in insisting upon the strict observance or performance of any
provision of this Agreement, or in exercising any right or remedy, shall be
construed as a waiver or relinquishment of such provision, nor shall it impair
such right or remedy. Every right and remedy may be exercised from time to time
and as often as deemed expedient.

      Section 7.17. No Offset. Prior to the termination of this Agreement, the
obligations of the Contributor and the Depositor under this Agreement shall not
be subject to any defense, counterclaim or right of offset which the such Person
may have against the Issuer, the Contributor, the Depositor, the Servicer, any
Noteholder, the Collateral Agent, the Agent or the Indenture Trustee, whether in
respect of this Agreement, any Receivable or otherwise.

      Section 7.18. Assignment and Binding Effect. Except with respect to the
grant of this Agreement by the Issuer to the Indenture Trustee under the
Indenture and as expressly provided herein, this Agreement may be assigned only
with the written consent of the parties hereto and the Majority Holders;
however, in the event of an assignment, all provisions of this Agreement shall
be binding upon and inure to the benefit of the respective successors and
assigns of the parties hereto.

      Section 7.19. Captions. The article, paragraph and other headings
contained in this Agreement are for reference purposes only, and shall not limit
or otherwise affect the meaning hereof.

      Section 7.20. Legal Holidays. In the case where the date on which any
action required to be taken, document required to be delivered or payment
required to be made is not a Business Day, such action, delivery or payment need
not be made on that date, but may be made on the next succeeding Business Day.

                                     -31-

<PAGE>

      Section 7.21. Relationship of the Parties. The relationship of the parties
to this Agreement is that of independent contractors. Neither this Agreement nor
any of the activities contemplated hereby shall be deemed to create any
partnership, joint venture, agency or employer/employee relationship among the
Servicer and the Issuer.

      Section 7.22. Reports to Holders. Any report, notice or financial
statement delivered pursuant to this Agreement by the Servicer to the
Noteholders shall be provided by such Persons to each Noteholder at the address
last provided to the Servicer by the Indenture Trustee or such Noteholder.

      Section 7.23. Integration; Binding Effect; Survival of Terms.

            (a)   This Agreement and each other Transaction Document contain the
      final and complete integration of all prior expressions by the parties
      hereto with respect to the subject matter hereof and shall constitute the
      entire agreement among the parties hereto with respect to the subject
      matter hereof superseding all prior oral or written understandings.

            (b)   This Agreement shall be binding upon and inure to the benefit
      of the parties hereto and their respective successors and permitted
      assigns (including any trustee in bankruptcy). This Agreement shall create
      and constitute the continuing obligations of the parties hereto in
      accordance with its terms and shall remain in full force and effect until
      terminated in accordance with its terms; provided, however, that the
      rights and remedies with respect to (i) any breach of any representation
      and warranty made by the Contributor or Depositor pursuant to Article III
      and (ii) the indemnification and payment provisions of Article VI, and
      Section 3.03, shall be continuing and shall survive any termination of
      this Agreement.

                                     -32-

<PAGE>

      IN WITNESS WHEREOF, the parties hereby have caused this Agreement to be
executed by their respective officers thereunto duly authorized as of the date
and year first above written.

                                             BAY VIEW ACCEPTANCE CORPORATION, as
                                              Contributor

                                             By /s/ John K. Okubo
                                                --------------------------------
                                                Name:  John K. Okubo
                                                Title: Chief Financial Officer

                                      C-33

<PAGE>

                                            BAY VIEW RECEIVABLES CORPORATION, as
                                             Depositor

                                            By /s/ John K. Okubo
                                               ---------------------------------
                                               Name:  John K. Okubo
                                               Title: Chief Financial Officer

                                      C-34