<PAGE>

                                                                    EXHIBIT 10.1

                                                                  EXECUTION COPY

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

                              AMENDED AND RESTATED
                                TRUST AGREEMENT

                                    between

                        BAY VIEW WAREHOUSE CORPORATION,
                                  as Depositor

                                      and

                           WILMINGTON TRUST COMPANY,
                                as Owner Trustee

                           Dated as of June 20, 2005

================================================================================
<PAGE>

                                TABLE OF CONTENTS

<TABLE>
<CAPTION>
SECTION                                                   HEADING                                              PAGE
<S>                       <C>                                                                                  <C>
ARTICLE I                 Definitions......................................................................     1

         Section 1.1      Capitalized Terms................................................................     1
         Section 1.2      Other Definitional Provisions....................................................     3

ARTICLE II                Organization.....................................................................     4

         Section 2.1      Name.............................................................................     4
         Section 2.2      Office...........................................................................     4
         Section 2.3      Purposes and Powers..............................................................     4
         Section 2.4      Appointment of Owner Trustee.....................................................     7
         Section 2.5      Initial Capital Contribution of Issuer Trust Estate..............................     7
         Section 2.6      Declaration of Trust.............................................................     7
         Section 2.7      Title to Issuer Trust Estate.....................................................     8
         Section 2.8      Situs of Trust...................................................................     8
         Section 2.9      Representations and Warranties of the Depositor..................................     8
         Section 2.10     Covenants of the Certificateholder...............................................     9
         Section 2.11     Federal Income Tax Treatment of the Trust........................................    10

ARTICLE III               Certificate and Transfer of Interest.............................................    10

         Section 3.1      Initial Ownership................................................................    10
         Section 3.2      The Certificate..................................................................    10
         Section 3.3      Authentication of Certificate....................................................    10
         Section 3.4      Registration of Transfer and Exchange of Certificate.............................    11
         Section 3.5      Mutilated, Destroyed, Lost or Stolen Certificates................................    12
         Section 3.6      Persons Deemed Certificateholders................................................    12
         Section 3.7      Maintenance of Office or Agency..................................................    12
         Section 3.8      Disposition in Whole But Not in Part.............................................    12
         Section 3.9      ERISA Restrictions...............................................................    13

ARTICLE IV                Voting Rights and Other Actions..................................................    13

         Section 4.1      Prior Notice to Holder with Respect to Certain Matters...........................    13
         Section 4.2      Action by Certificateholder and Indenture Trustee with Respect to
                          Certain Matters..................................................................    14
         Section 4.3      Restrictions on Certificateholder's Power........................................    14
         Section 4.4      Rights of Majority Holders.......................................................    15

ARTICLE V                 Authority and Duties of Owner Trustee............................................    15

         Section 5.1      General Authority................................................................    15
         Section 5.2      General Duties...................................................................    16
         Section 5.3      Action upon Instruction..........................................................    16
</TABLE>

                                       -i-

<PAGE>

<TABLE>
<S>                       <C>                                                                                  <C>
         Section 5.4      No Duties Except as Specified in this Agreement or in Instructions...............    17
         Section 5.5      No Action Except under Specified Documents or Instructions.......................    18
         Section 5.6      Restrictions.....................................................................    18

ARTICLE VI                Concerning the Owner Trustee.....................................................    19

         Section 6.1      Acceptance of Trusts and Duties..................................................    19
         Section 6.2      Furnishing of Documents..........................................................    21
         Section 6.3      Representations and Warranties...................................................    21
         Section 6.4      Reliance; Advice of Counsel......................................................    22
         Section 6.5      Not Acting in Individual Capacity................................................    22
         Section 6.6      Owner Trustee Not Liable for Notes or Receivables................................    22
         Section 6.7      Owner Trustee May Own Notes......................................................    23
         Section 6.8      Licenses.........................................................................    23

ARTICLE VII               Compensation of Owner Trustee....................................................    23

         Section 7.1      Owner Trustee's Fees and Expenses................................................    23
         Section 7.2      Indemnification..................................................................    23
         Section 7.3      Payments to the Owner Trustee....................................................    24
         Section 7.4      Non-recourse Obligations.........................................................    24

ARTICLE VIII              Termination of Trust Agreement...................................................    24

         Section 8.1      Termination of Trust Agreement...................................................    24

ARTICLE IX                Successor Owner Trustees and Additional Owner Trustees...........................    25

         Section 9.1      Eligibility Requirements for Owner Trustee.......................................    25
         Section 9.2      Resignation or Removal of Owner Trustee..........................................    26
         Section 9.3      Successor Owner Trustee..........................................................    26
         Section 9.4      Merger or Consolidation of Owner Trustee.........................................    27
         Section 9.5      Appointment of Co-Trustee or Separate Trustee....................................    27

ARTICLE X                 Miscellaneous....................................................................    28

         Section 10.1     Supplements and Amendments.......................................................    28
         Section 10.2     No Legal Title to Issuer Trust Estate in Certificateholder.......................    29
         Section 10.3     Limitations on Rights of Others..................................................    30
         Section 10.4     Notices..........................................................................    30
         Section 10.5     Severability.....................................................................    30
         Section 10.6     Separate Counterparts............................................................    30
         Section 10.7     Assignments......................................................................    30
         Section 10.8     No Recourse......................................................................    30
         Section 10.9     Headings.........................................................................    31
         Section 10.10    GOVERNING LAW....................................................................    31
         Section 10.11    Servicer.........................................................................    31
         Section 10.12    No Petition......................................................................    31
</TABLE>

                                      -ii-

<PAGE>

                                    EXHIBITS

EXHIBIT A  FORM OF CERTIFICATE
EXHIBIT B  FORM OF CERTIFICATE OF TRUST

                                     -iii-

<PAGE>

                      AMENDED AND RESTATED TRUST AGREEMENT

      This Amended and Restated TRUST AGREEMENT, dated as of June 20, 2005, is
by and between BAY VIEW WAREHOUSE CORPORATION, a Delaware corporation, as
depositor (the "Depositor"), and Wilmington Trust Company, a Delaware banking
corporation (together with its successors and assigns, the "Trust Company"), as
owner trustee (in such capacity, the "Owner Trustee").

                                   WITNESSETH:

      WHEREAS, the Depositor and the Owner Trustee are parties to that certain
Trust Agreement of Bay View 2005 Warehouse Trust, dated as of June 20, 2005 (the
"Trust Agreement");

      WHEREAS, the Depositor and the Owner Trustee desire to accomplish the
matters set forth herein and amend and restate the Trust Agreement as set forth
herein;

      In consideration of the mutual agreements and covenants herein contained,
the Depositor and the Owner Trustee hereby agree for the benefit of each of them
and the Holders of the Certificates as follows:

                                    ARTICLE I

                                   DEFINITIONS

      Section 1.1 Capitalized Terms. For all purposes of this Agreement, the
following terms shall have the meanings set forth below:

      "Agreement" shall mean the Trust Agreement as amended by this Amended and
Restated Trust Agreement, as the same may be further amended and supplemented
from time to time.

      "Bankruptcy Code" shall mean Title 11 of the United States Code and any
successor statute thereto, in either case, as now or hereafter in effect.

      "Bay View Acceptance" shall mean Bay View Acceptance Corporation, a Nevada
corporation.

      "Certificate" shall mean a trust certificate evidencing the beneficial
interest of a Certificateholder in the Trust, substantially in the form of
Exhibit A attached hereto.

      "Certificateholder" or "Holder" shall mean the Person in whose name a
Certificate is registered on the Certificate Register.

      "Certificate of Trust" shall mean the Certificate of Trust substantially
in the form of Exhibit B previously filed for the Trust pursuant to Section
3810(a) of the Statutory Trust Statute.

                                        1

<PAGE>

      "Certificate Register" and "Certificate Registrar" shall mean the register
mentioned and the registrar appointed pursuant to Section 3.4.

      "Code" shall mean the Internal Revenue Code of 1986, as amended from time
to time, and the Treasury Regulations promulgated thereunder.

      "Corporate Trust Office" shall mean, with respect to the Owner Trustee,
the principal corporate trust office of the Owner Trustee located at One Rodney
Square North, 1100 Market Street, Wilmington, Delaware 19890-0001, Attention:
Corporate Trust Office; or at such other address in the State of Delaware as the
Owner Trustee may designate by notice to the Certificateholder and the
Depositor, or the principal corporate trust office of any successor Owner
Trustee (the address (which shall be in the State of Delaware) of which the
successor owner trustee will notify the Certificateholder and the Depositor).

      "Depositor" shall mean the Depositor in its capacity as depositor
hereunder.

      "ERISA" shall have the meaning assigned to such term in Section 3.9.

      "Expenses" shall have the meaning assigned to such term in Section 7.2.

      "Indemnified Parties" shall have the meaning assigned to such term in
Section 7.2.

      "Indenture" shall mean the Indenture, dated as of the date hereof, among
the Trust, as issuer, and JPMorgan, as indenture trustee, as the same may be
amended and supplemented from time to time.

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

      "Instructing Party" shall have the meaning assigned to such term in
Section 5.3.

      "Issuer Trust Estate" shall mean all right, title and interest of the
Trust in and to the property and rights assigned to the Trust pursuant to
Article II of the Sale and Servicing Agreement, all funds on deposit from time
to time in the trust accounts and all other property of the Trust from time to
time, including any rights of the Owner Trustee and the Trust pursuant to the
Sale and Servicing Agreement.

      "JPMorgan" shall mean JPMorgan Chase Bank, N.A., and its successors and
assigns.

      "Owner Trustee" shall mean the Trust Company, not in its individual
capacity but solely as owner trustee under this Agreement, and any successor
Owner Trustee hereunder.

      "Responsible Officer" shall mean, with respect to the Owner Trustee, any
officer within the Corporate Trust Office of the Owner Trustee with direct
responsibility for the administration of the Trust and also, with respect to a
particular matter, any other officer to whom such matter is referred because of
such officer's knowledge of and familiarity with the particular subject.

                                        2

<PAGE>

      "Sale and Servicing Agreement" shall mean the Sale and Servicing
Agreement, dated as of the date hereof, among the Trust, as issuer, the
Depositor, Bay View Acceptance, as servicer and as contributor, Systems &
Services Technologies, Inc., as backup servicer, and the Indenture Trustee, as
the same may be amended and supplemented from time to time.

      "Secretary of State" shall mean the Secretary of State of the State of
Delaware.

      "Statutory Trust Statute" shall mean Chapter 38 of Title 12 of the
Delaware Code, 12 Del. Code Section 3801 et seq. as the same may be amended from
time to time.

      "Transaction Documents" shall have the meaning assigned to such term in
the Indenture.

      "Treasury Regulations" shall mean regulations, including proposed or
temporary regulations, promulgated under the Code. References herein to specific
provisions of proposed or temporary regulations shall include analogous
provisions of final Treasury Regulations or other successor Treasury
Regulations.

      "Trust" shall mean Bay View 2005 Warehouse Trust.

      "Trust Company" shall mean Wilmington Trust Company, a Delaware banking
corporation, and its successors and assigns.

      Section 1.2 Other Definitional Provisions. (a) Capitalized terms used
herein and not otherwise defined have the meanings assigned to them in the
Indenture or, if not defined therein, in the Transaction Documents.

      (b) All terms defined in this Agreement shall have the defined meanings
when used in any certificate or other document made or delivered pursuant hereto
unless otherwise defined therein.

      (c) As used in this Agreement and in any certificate or other document
made or delivered pursuant hereto or thereto, accounting terms not defined in
this Agreement or in any such certificate or other document, and accounting
terms partly defined in this Agreement or in any such certificate or other
document to the extent not defined, shall have the respective meanings given to
them under generally accepted accounting principles as in effect on the date of
this Agreement or any such certificate or other document, as applicable. To the
extent that the definitions of accounting terms in this Agreement or in any such
certificate or other document are inconsistent with the meanings of such terms
under generally accepted accounting principles, the definitions contained in
this Agreement or in any such certificate or other document shall control.

      (d) The words "hereof," "herein," "hereunder" and words of similar import
when used in this Agreement shall refer to this Agreement as a whole and not to
any particular provision of this Agreement; Article, Section and Exhibit
references contained in this Agreement are references to Articles, Sections and
Exhibits in or to this Agreement unless otherwise specified; and the term
"including" shall mean "including without limitation."

                                        3

<PAGE>

      (e) The definitions contained in this Agreement are applicable to the
singular as well as the plural forms of such terms and to the masculine as well
as to the feminine and neuter genders of such terms.

                                   ARTICLE II

                                  ORGANIZATION

      Section 2.1 Name. Pursuant to the Trust Agreement, there is formed a trust
known as "Bay View 2005 Warehouse Trust" (the "Trust"), in which name the Owner
Trustee shall have power and authority, and, pursuant to this Agreement, is
hereby authorized and empowered, to conduct the business of the Trust, make and
execute contracts and other instruments on behalf of the Trust and sue and be
sued.

      Section 2.2 Office. The office of the Trust shall be in care of the Owner
Trustee at the Corporate Trust Office or at such other address as the Owner
Trustee may designate by written notice to the Certificateholder.

      Section 2.3 Purposes and Powers. (a) The purpose of the Trust is, and the
Trust shall have the power and authority, and is hereby authorized and
empowered, without the need for further action on the part of the Trust, and the
Owner Trustee shall have power and authority, and is hereby authorized and
empowered, in the name and on behalf of the Trust, to do or cause to be done all
acts and things as may be necessary, appropriate, or convenient to cause the
Trust to engage in the following activities:

            (i) to issue the Notes (the "Notes") pursuant to the Indenture and
      the Certificate pursuant to this Agreement, and to sell such Notes;

            (ii) with the proceeds of the sale of the Notes, to fund the
      Collection Account and the Spread Account, to pay the organizational,
      start-up and transactional expenses of the Trust, to purchase the
      Receivables to be included in the Issuer Trust Estate and to pay the
      amounts due to the Depositor pursuant to the Sale and Servicing Agreement;

            (iii) to assign, grant, transfer, pledge, mortgage and convey the
      Issuer Trust Estate to the Indenture Trustee pursuant to the Indenture for
      the benefit of the Noteholders, the Agent and the Financial Institutions
      and to hold, manage and distribute to the Certificateholder pursuant to
      the terms of the Indenture any portion of the Issuer Trust Estate released
      from the Lien of, and remitted to the Trust pursuant to, the Indenture, if
      any;

            (iv) to enter into, execute, deliver and perform its obligations
      under the Transaction Documents to which it is a party and to consummate
      the transactions contemplated by such Transaction Documents to be
      consummated by it;

            (v) to engage in those activities, including entering into
      agreements, that are necessary, suitable or convenient to accomplish the
      foregoing or are incidental thereto or connected therewith;

                                        4

<PAGE>

            (vi) to issue the Certificate pursuant to this Agreement; and

            (vii) subject to compliance with the Transaction Documents, to
      engage in such other activities as may be required in connection with
      conservation of the Issuer Trust Estate and the making of distributions to
      the Certificateholder and the Noteholders.

      The Trust is hereby authorized to engage in the foregoing activities. The
Trust shall not engage in any activity other than in connection with the
foregoing or other than as required or authorized by the terms of this Agreement
or the Transaction Documents.

      (b) The Trust's only assets shall be the Issuer Trust Estate. Other than
in connection with the Notes or as otherwise contemplated in the Transaction
Documents, the Trust shall not secure any indebtedness with any of the Issuer
Trust Estate.

      (c) Other than with respect to the transfer to the Trust of the Issuer
Trust Estate or its obligations under the Transaction Documents, the Trust will
acquire no obligations of, shall not make loans or advances to, will not borrow
funds from, shall not assume or guarantee the obligations or liabilities of,
shall not have its obligations or liabilities guaranteed by, and shall not hold
itself out as responsible for the debts and obligations of the Owner Trustee,
the Certificateholder, the Contributor, the Depositor, the Indenture Trustee or
any other Person or entity.

      (d) The Trust shall not manage, control, use, sell, dispose of or
otherwise deal with any part of the Issuer Trust Estate except in accordance
with the specific limitations set forth in this Agreement and the other
Transaction Documents to which the Trust is a party.

      (e) Other than for federal income tax purposes, the Trust shall, in all
dealings with the public, identify itself under the name of the Trust and as a
separate and distinct entity from any other Person or entity. All transactions
and agreements between the Trust and third parties shall be conducted in the
name of the Trust as an entity separate and independent from the Owner Trustee,
the Indenture Trustee, the Contributor, the Depositor and the Certificateholder.

      (f) Other than for federal income tax purposes, all transactions and
agreements between the Trust on the one hand, and any of the Owner Trustee, the
Trust Company, the Indenture Trustee, the Depositor, the Contributor and the
Certificateholder on the other hand, shall reflect the separate legal existence
of each entity and will be formally documented in writing. The pricing and other
material terms of all such transactions and agreements shall be on terms
substantially similar to those that would be available on an arm's-length basis
with unaffiliated third parties.

      (g) The Trust shall not commingle its funds and other assets with those of
any other Person or business entity and shall maintain its assets and
liabilities in such a manner that it shall not be costly or difficult to
segregate, ascertain or identify its individual assets and liabilities from
those of any other Person or entity. The Owner Trustee or the Indenture Trustee,
as contemplated by the Transaction Documents, shall hold the Issuer Trust Estate
on behalf of the Trust.

                                        5

<PAGE>

      (h) The Trust shall pay its liabilities and losses as they become due from
the Issuer Trust Estate; provided, however, that, except as provided in the
Transaction Documents, none of the Issuer Trust Estate shall be used to pay the
liabilities (including liability in respect of guaranties) and losses of the
Owner Trustee, the Depositor, the Contributor, the Indenture Trustee or the
Certificateholder. The Trust has been structured to maintain capital in an
amount reasonably sufficient to meet the anticipated needs of the Trust.

      (i) The Trust shall not share any of the same officers or other employees
with the Servicer, the Depositor, the Contributor, the Indenture Trustee or the
Certificateholder; provided, however, that the Owner Trustee may act in such
capacity on behalf of the Trust and the Certificateholder and the Servicer may
act as administrator on behalf of the Trust and the Certificateholder.

      (j) The Trust shall not, jointly with the Servicer, the Depositor, the
Contributor, the Indenture Trustee or the Certificateholder contract or do
business with vendors or service providers or share overhead expenses; provided,
however, that the Owner Trustee may act in such capacity on behalf of the Trust
and the Certificateholder and the Servicer may act as administrator on behalf of
the Trust and the Certificateholder.

      (k) The Trust shall maintain any bank accounts, books and records and
annual financial statements prepared in accordance with generally accepted
accounting principles, separate from those of the Owner Trustee, the Trust
Company, the Indenture Trustee, the Depositor, the Contributor and the
Certificateholder. The foregoing will reflect that the assets and liabilities of
and all transactions and transfers of funds involving the Trust shall be
separate from those of each such other entity, and the Trust shall pay or bear
the cost of the preparation of its own financial statements and shall not pay or
bear the cost of the preparation of the financial statements of any such other
entity. Neither the accounting records nor the financial statements of the Trust
will indicate that the Issuer Trust Estate is available to pay creditors of the
Owner Trustee, the Trust Company, the Indenture Trustee, the Depositor, the
Contributor or the Certificateholder or any other Person or entity.

      (l) The Owner Trustee shall not have the power to commence a voluntary
proceeding in bankruptcy relating to the Trust without the prior approval of the
Certificateholder and the Indenture Trustee (acting at the direction of the
Majority Holders) and the Depositor and the delivery to the Owner Trustee by the
Certificateholder and the Depositor of a certificate stating that such entity
reasonably believes that the Trust is insolvent.

      (m) The Owner Trustee and the Depositor each covenants and agrees that it
will not at any time institute against the Certificateholder, or join in any
institution against the Certificateholder of any bankruptcy, reorganization,
arrangement, insolvency or liquidation proceeding or other proceeding under any
United States federal or state bankruptcy or similar law in connection with any
obligations relating to the Certificate or this Agreement. The Owner Trustee and
the Depositor each covenants and agrees that it will not, in any capacity, seek
the substantive consolidation of the assets of the Trust with the
Certificateholder or any other person.

                                        6

<PAGE>

      (n) Except to the extent contemplated by the Transaction Documents, the
Trust shall not make a general assignment for the benefit of creditors,
voluntarily commence any proceeding or file any petition in bankruptcy, petition
or apply to any tribunal for the appointment of a custodian, receiver or any
trustee or for a substantial part of such entity's property, commence any
proceeding under any bankruptcy, insolvency, reorganization, arrangement,
readjustment of debt, dissolution or liquidation law or statute of any
jurisdiction, whether now or hereafter in effect, consent or acquiesce in the
filing of any such petition, application, proceeding or appointment of or taking
possession by a custodian, receiver, liquidator, assignee, trustee, sequestrator
(or other similar official) of the Trust, as applicable, or any substantial part
of such entity's property, or admit the Trust's inability to pay its debts
generally as they become due or authorize any of the foregoing to be done or
taken on behalf of the Trust or take any action in furtherance of any such
action.

      (o) The Certificate cannot be transferred other than pursuant to Section
3.8.

      (p) The Certificate shall entitle any Certificateholder only to the
benefits and distributions as are expressly set forth in this Agreement and the
Indenture.

      (q) The Trust and this Agreement may not be revoked or terminated except
in accordance with Section 8.1 of this Agreement and in no event shall the
Certificateholder have the ability to terminate the Trust unilaterally.

      (r) The Trust shall not merge or consolidate with any Person, participate
in any asset sale or other transfer of ownership interests or form, acquire or
hold any subsidiary (whether corporate, partnership, limited liability company
or other type of entity) except, in each case, to the extent contemplated by the
Transaction Documents.

      (s) Neither the Depositor nor the Certificateholder shall request or
instruct the Owner Trustee to take or refrain from taking any action if such
action or inaction would be contrary to any obligation of the Trust or the Owner
Trustee under this Agreement or contrary to the limited purposes of the Trust,
and the Owner Trustee shall be under no obligation to comply with any such
request or instruction if given.

      Section 2.4 Appointment of Owner Trustee. The Depositor hereby appoints
the Owner Trustee as trustee of the Trust effective as of the date hereof, to
have all the rights, powers, authority, authorization and duties set forth
herein.

      Section 2.5 Initial Capital Contribution of Issuer Trust Estate. The Owner
Trustee hereby acknowledges receipt in trust from the Depositor of the sum of $1
which contribution shall constitute the initial Issuer Trust Estate. The
Depositor shall pay organizational expenses of the Trust as they may arise or
shall, upon the request of the Owner Trustee, promptly reimburse the Owner
Trustee or the Trust Company for any such expenses paid by the Owner Trustee or
the Trust Company.

      Section 2.6 Declaration of Trust. The Owner Trustee hereby declares that
it will hold the Issuer Trust Estate in trust upon and subject to the conditions
set forth herein for the use and benefit of the Indenture Trustee and the
Noteholders, subject to the obligations of the Trust under the Transaction
Documents. It is the intention of the parties hereto that the Trust constitute a

                                        7

<PAGE>

statutory trust under the Statutory Trust Statute and that this Agreement
constitute the governing instrument of such statutory trust. Effective as of the
date hereof, the Owner Trustee shall have all rights, powers and authority set
forth herein and to the extent not inconsistent herewith, in the Statutory Trust
Statute with respect to accomplishing the purposes of the Trust. The Owner
Trustee shall file the Certificate of Trust with the Secretary of State.

      Neither the Certificateholder or the Owner Trustee shall have any personal
liability for any liability or obligation of the Trust.

      Section 2.7 Title to Issuer Trust Estate. (a) Legal title to all of the
Issuer Trust Estate shall be vested at all times in the Trust as a separate
legal entity except where applicable law in any jurisdiction requires title to
any part of the Issuer Trust Estate to be vested in a trustee or trustees, in
which case title shall be deemed to be vested in the Owner Trustee, a co-trustee
and/or a separate trustee, as the case may be.

      (b) The Holder shall not have legal title to any part of the Issuer Trust
Estate. The Holder shall be entitled to receive distributions with respect to
its undivided ownership interest therein only in accordance with Article VIII.
No transfer, by operation of law or otherwise, of any right, title or interest
by the Certificateholder of its ownership interest in the Issuer Trust Estate
shall operate to terminate this Agreement or the trusts hereunder or entitle any
transferee to an accounting or to the transfer to it of legal title to any part
of the Issuer Trust Estate.

      Section 2.8 Situs of Trust. The Trust will be administered in the State of
Delaware. All bank accounts maintained on behalf of the Trust shall be located
in the State of Delaware, the State of California or such other location as the
Cerificateholder may determine. Payments will be received by the Trust only in
such locations and payments will be made by the Trust only from such locations.
The Trust shall not have any employees in any state other than Delaware;
provided, however, that nothing herein shall restrict or prohibit the Owner
Trustee, the Servicer or any agent of the Trust from having employees within or
without the State of Delaware. The only office of the Trust will be at the
Corporate Trust Office located in Delaware.

      Section 2.9 Representations and Warranties of the Depositor. The Depositor
makes the following representations and warranties on which the Owner Trustee
relies in accepting the Issuer Trust Estate in trust and the Trust relies in
issuing the Notes, upon which the Noteholders rely in accepting the Notes.

      (a) Organization and Good Standing. The Depositor is duly organized and
validly existing as a Delaware corporation with power and authority to own its
properties and to conduct its business as such properties are currently owned
and such business is presently conducted and is proposed to be conducted
pursuant to this Agreement and the Transaction Documents.

      (b) Due Qualification. It is duly qualified to do business as a foreign
corporation in good standing, and has obtained all necessary licenses and
approvals, in all jurisdictions in which the ownership or lease of its property,
the conduct of its business and the performance of its obligations under this
Agreement and the Transaction Documents requires such qualification.

      (c) Power and Authority. The Depositor has the corporate power and
authority to execute and deliver this Agreement and to carry out its terms; the
Depositor has full power and

                                        8

<PAGE>

authority to sell and assign the property to be sold and assigned to and
deposited with the Trust, and the Depositor has duly authorized such sale and
assignment and deposit to the Trust by all necessary corporate action; and the
execution, delivery and performance of this Agreement has been duly authorized
by the Depositor by all necessary corporate action.

      (d) No Consent Required. No consent, license, approval or authorization or
registration or declaration with, any Person or with any governmental authority,
bureau or agency is required in connection with the execution, delivery or
performance of this Agreement and the Transaction Documents, except for such as
have been obtained, effected or made.

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

      (f) No Proceedings. There are no proceedings or investigations pending or,
to its knowledge threatened against it before any court, regulatory body,
administrative agency or other tribunal or governmental instrumentality having
jurisdiction over it or its properties (A) asserting the invalidity of this
Agreement or any of the Transaction Documents, (B) seeking to prevent the
issuance of the Notes or the consummation of any of the transactions
contemplated by this Agreement or any of the Transaction Documents, (C) seeking
any determination or ruling that might materially and adversely affect its
performance of its obligations under, or the validity or enforceability of, this
Agreement or any of the Transaction Documents, or (D) seeking to adversely
affect the federal income tax or other federal, state or local tax attributes of
the Notes.

      (g) Binding Obligation. This Agreement constitutes a legal, valid and
binding obligation of the Depositor enforceable in accordance with its terms.

      Section 2.10 Covenants of the Certificateholder. The Certificateholder
agrees:

            (a) to be bound by the terms and conditions of the Certificates of
      which a Holder is the owner and of this Agreement, including any
      supplements or amendments hereto and to perform the obligations of a
      Holder as set forth therein or herein, in all respects as if it were a
      signatory hereto. This undertaking is made for the benefit of the Trust,
      the Owner Trustee, the Trust Company, the Indenture Trustee and the
      Noteholders; and

            (b) until the completion of each of the events specified in Section
      8.1(d), not to, for any reason, institute proceedings for the Trust to be
      adjudicated a bankrupt or insolvent, or consent to the institution of
      bankruptcy or insolvency proceedings against

                                        9

<PAGE>

      the Trust, or file a petition seeking or consenting to reorganization or
      relief under any applicable federal or state law relating to bankruptcy,
      or consent to the appointment of a receiver, liquidator, assignee,
      trustee, sequestrator (or other similar official) of the Trust or a
      substantial part of its property, or cause or permit the Trust to make any
      assignment for the benefit of its creditors, or admit in writing its
      inability to pay its debts generally as they become due, or declare or
      effect a moratorium on its debt or take any action in furtherance of any
      such action.

      Section 2.11 Federal Income Tax Treatment of the Trust. (a) For so long as
the Trust has a single owner for federal income tax purposes, it will, pursuant
to Treasury Regulations promulgated under section 7701 of the Code, be
disregarded as an entity distinct from the Certificateholder for all federal
income tax purposes. Accordingly, for federal income tax purposes, the
Certificateholder will be treated as (i) owning all assets owned by the Trust,
(ii) having incurred all liabilities incurred by the Trust, and (iii) all
transactions between the Trust and the Certificateholder will be disregarded.

      (b) Neither the Owner Trustee nor the Certificateholder will, under any
circumstances, and at any time, make an election on IRS Form 8832 or otherwise,
to classify the Trust as an association taxable as a corporation for federal,
state or any other applicable tax purpose.

      (c) In the event that the Trust has two equity owners for federal income
tax purposes, the Trust will be treated as a partnership. At any such time that
the Trust has two such equity owners, this Agreement will be amended, in
accordance with Section 10.1 hereof, and appropriate provisions will be added so
as to provide for treatment of the Trust as a partnership.

                                   ARTICLE III

                      CERTIFICATE AND TRANSFER OF INTEREST

      Section 3.1 Initial Ownership. Upon the formation of the Trust and until
the issuance of the Certificate to the initial Certificateholder, the Depositor
shall be the sole beneficial owner of the Trust.

      Section 3.2 The Certificate. The Certificate shall be executed on behalf
of the Trust by manual or facsimile signature of an authorized officer of the
Owner Trustee. A Certificate bearing the manual or facsimile signatures of
individuals who were, at the time when such signatures shall have been affixed,
authorized to sign on behalf of the Trust, shall be validly issued and entitled
to the benefit of this Agreement, notwithstanding that such individuals or any
of them shall have ceased to be so authorized prior to the authentication and
delivery of such Certificate or did not hold such offices at the date of
authentication and delivery of such Certificate. A transferee of a Certificate
shall become a Certificateholder, and shall be entitled to the rights and
subject to the obligations of a Certificateholder hereunder, upon due
registration of such Certificate in such transferee's name pursuant to Section
3.4.

      Section 3.3 Authentication of Certificate. Concurrently with the initial
transfer of the Receivables to the Trust pursuant to the Sale and Servicing
Agreement, the Trust shall issue the

                                       10

<PAGE>

Certificate, which shall be executed by the Owner Trustee on behalf of the
Trust, authenticated in accordance with this Agreement and delivered to or upon
the written order of the Depositor. No Certificate shall entitle its Holder to
any benefit under this Agreement, or shall be valid for any purpose, unless
there shall appear on such Certificate a certificate of authentication
substantially in the form set forth in Exhibit A, executed by the Owner Trustee
or the Owner Trustee's authentication agent, by manual signature; such
authentication shall constitute conclusive evidence that such Certificate shall
have been duly and validly authorized, issued, authenticated and delivered
hereunder. The Certificate shall be dated the date of its authentication.

      Section 3.4 Registration of Transfer and Exchange of Certificate. The
Certificate Registrar shall keep or cause to be kept, at the office or agency
maintained pursuant to Section 3.7, a Certificate Register in which, subject to
such reasonable regulations as it may prescribe, the Certificate Registrar shall
provide for the registration of the Certificate and, subject to Section 3.8
hereof, of transfers and exchanges of the Certificate as herein provided.
JPMorgan shall be the initial Certificate Registrar. Promptly upon written
request therefor from the Owner Trustee, the Certificate Registrar shall provide
to the Owner Trustee in writing such information regarding or contained in the
Certificate Register as the Owner Trustee may reasonably request. The Owner
Trustee (as such and in its individual capacity) shall be entitled to rely (and
shall be fully protected in relying) on such information.

      The Certificate Registrar shall provide the Owner Trustee with the name
and address of the Certificateholder on the Closing Date. Upon any transfers of
the Certificate, the Certificate Registrar shall notify the Owner Trustee of the
name and address of the transferee in writing, by facsimile, on the day of such
transfer.

      Upon surrender for registration of transfer of the Certificate at the
office or agency maintained pursuant to Section 3.7, the Owner Trustee, or the
Certificate Registrar on its behalf shall execute, authenticate and deliver, in
the name of the designated transferee, a new Certificate dated the date of
authentication by the Owner Trustee or any authenticating agent.

      A Certificate presented or surrendered for registration of transfer or
exchange shall be accompanied by a written instrument of transfer in form
satisfactory to the Owner Trustee and the Certificate Registrar duly executed by
the Certificateholder or his attorney duly authorized in writing, with such
signature guaranteed by an "eligible guarantor institution" meeting the
requirements of the Certificate Registrar, which requirements include membership
or participation in the Securities Transfer Agent's Medallion Program ("STAMP")
or such other "signature guarantee program" as may be determined by the
Certificate Registrar in addition to, or in substitution for, STAMP, all in
accordance with the Securities Exchange Act of 1934, as amended. Each
Certificate surrendered for registration of transfer or exchange shall be
canceled and subsequently disposed of by the Certificate Registrar in accordance
with its customary practice.

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

                                       11

<PAGE>

      Section 3.5 Mutilated, Destroyed, Lost or Stolen Certificates. If (a) any
mutilated Certificate shall be surrendered to the Certificate Registrar, or if
the Certificate Registrar shall receive evidence to its satisfaction of the
destruction, loss or theft of any Certificate and (b) there shall be delivered
to the Certificate Registrar and the Owner Trustee (as such and in its
individual capacity), such security or indemnity as may be required by them to
defend and save each of them harmless, then in the absence of notice that such
Certificate shall have been acquired by a protected purchaser, the Owner Trustee
or the Certificate Registrar on behalf of the Trust shall execute and the Owner
Trustee, or the Certificate Registrar on its behalf, shall authenticate and
deliver, in exchange for or in lieu of any such mutilated, destroyed, lost or
stolen Certificate, a new Certificate of like class, tenor and denomination. In
connection with the issuance of any new Certificate under this Section, the
Owner Trustee or the Certificate Registrar may require the payment of a sum
sufficient to cover any tax or other governmental charge that may be imposed in
connection therewith. Any duplicate Certificate issued pursuant to this Section
shall constitute conclusive evidence of an ownership interest in the Trust, as
if originally issued, whether or not the lost, stolen or destroyed Certificate
shall be found at any time.

      Section 3.6 Persons Deemed Certificateholders. Every Person by virtue of
becoming a Certificateholder in accordance with this Agreement shall be deemed
to be bound by the terms of this Agreement. Prior to due presentation of the
Certificate for registration of transfer or exchange, the Owner Trustee, the
Certificate Registrar and the Indenture Trustee and any agent of the Owner
Trustee, the Certificate Registrar and the Indenture Trustee may treat the
person in whose name any Certificate shall be registered in the Certificate
Register as the owner of such Certificate for the purpose of receiving
distributions pursuant to the Sale and Servicing Agreement and for all other
purposes whatsoever, and none of the Owner Trustee (as such and in its
individual capacity), the Certificate Registrar or the Indenture Trustee nor any
agent of the Owner Trustee (as such and in its individual capacity) or the
Certificate Registrar shall be bound by any notice to the contrary.

      Section 3.7 Maintenance of Office or Agency. The Certificate Registrar
shall maintain in New York, New York, an office or offices or agency or agencies
where the Certificate may be surrendered for registration of transfer or
exchange and where notices and demands to or upon the Certificate Registrar in
respect of the Certificate and the Transaction Documents may be served. The
Certificate Registrar initially designates the Indenture Trustee, as its
principal office for such purposes. The Certificate Registrar shall give prompt
written notice to the Depositor, the Certificateholder and the Owner Trustee of
any change in the location of the Certificate Register or any such office or
agency.

      Section 3.8 Disposition in Whole But Not in Part. The Certificate may be
transferred in whole but not in part. Any attempted transfer in part of the
Certificate shall be void. The Certificate is only transferable to an entity
with the prior written consent of the Majority Holders in their sole discretion.
In connection with any proposed transfer of the Certificate, the Majority
Holders shall certify in a writing delivered to the Owner Trustee and the
Certificate Registrar that the Majority Holders consent to such transfer.
Notwithstanding any other provision herein or elsewhere, other than to determine
that any certification delivered to the Owner Trustee pursuant to this Section
3.8 or Section 3.9 substantially complies with the requirements set forth in the
preceding two sentences or in Section 3.9 as the case may be, neither the Owner
Trustee nor the Certificate Registrar shall have any obligation to determine
whether or not any transfer or

                                       12

<PAGE>

exchange or proposed or purported transfer or exchange of a Certificate is
permitted under or in accordance with this Agreement; neither the Owner Trustee
nor the Certificate Registrar nor the Trust Company shall have any personal
liability to any Person in connection with any transfer or exchange or proposed
or purported transfer or exchange (and/or registration thereof) that is not
permitted under or in accordance with this Agreement; the Owner Trustee and the
Certificate Registrar shall be entitled to rely (and shall be fully justified
and protected (each as such and in its individual capacity) in so relying) on
the Certificate Register as to the identity of the Certificateholder and as to
the Certificate and the denomination thereof. Any Certificate issued shall
contain a legend stating "THIS CERTIFICATE IS NOT TRANSFERABLE, EXCEPT UNDER THE
LIMITED CONDITIONS SPECIFIED IN THE TRUST AGREEMENT."

      Section 3.9 ERISA Restrictions. The Certificate may not be, and each
proposed transferee of a Certificate shall certify in writing delivered to the
Owner Trustee and the Certificate Registrar that the Certificate is not being,
acquired by or for the account of (i) an employee benefit plan (as defined in
Section 3(3) of the Employee Retirement Income Security Act of 1974, as amended
("ERISA")) that is subject to the provisions of Title I of ERISA, (ii) a plan
(as defined in Section 4975(e)(1) of the Code) that is subject to Section 4975
of the Code, or (iii) any entity whose underlying assets include assets of a
plan described in (i) or (ii) above by reason of such plan's investment in the
entity (each, a "Benefit Plan"). By accepting and holding its beneficial
ownership interest in its Certificate, the Holder thereof shall be deemed to
have represented and warranted that it is not a Benefit Plan.

                                   ARTICLE IV

                         VOTING RIGHTS AND OTHER ACTIONS

      Section 4.1 Prior Notice to Holder with Respect to Certain Matters. With
respect to the following matters, the Trust shall not take action unless at
least 30 days before the taking of such action, the Owner Trustee shall have
notified the Certificateholder and the Indenture Trustee in writing of the
proposed action, and the Certificateholder, with the prior written consent of
the Majority Holders, has approved such action in writing, which approval has
been received by the Owner Trustee by the 30th day after such notice is given:

            (a) the election by the Trust to file an amendment to the
      Certificate of Trust (unless such amendment is required to be filed under
      the Statutory Trust Statute or unless such amendment would not materially
      and adversely affect the interests of the Certificateholder and the
      Noteholders);

            (b) the amendment of the Indenture by a supplemental indenture in
      circumstances where the consent of any Certificateholder is required;

            (c) the amendment of the Indenture by a supplemental indenture in
      circumstances where the consent of any Certificateholder is not required
      and such amendment materially adversely affects the interest of the
      Certificateholder;

            (d) except pursuant to Section 13.01 of the Sale and Servicing
      Agreement, the amendment, change or modification of the Sale and Servicing
      Agreement;

                                       13

<PAGE>

            (e) except as provided in Article VIII hereof, dissolve, terminate
      or liquidate the Trust in whole or in part;

            (f) do any act which would make it impossible to carry on the
      ordinary business of the Trust;

            (g) confess a judgment against the Trust;

            (h) possess Trust assets, or assign the Trust's right to property,
      for other than a Trust purpose;

            (i) cause the Trust to lend any funds to any entity;

            (j) change the Trust's purpose and powers from those set forth in
      this Agreement; or

            (k) cause the Trust to incur, assume or guaranty any indebtedness
      except as set forth in this Agreement.

            (l) the initiation of any material claim or litigation by the Trust
      (except for claims or lawsuits brought in connection with the collection
      of Receivables); or

            (m) the appointment pursuant to the Indenture of a successor
      Indenture Trustee or the consent to the assignment by the Indenture
      Trustee, Certificate Registrar or Owner Trustee of any of its obligations
      under the Indenture or this Agreement.

      The Owner Trustee shall notify the Certificateholder in writing of any
appointment of a successor Certificate Registrar or Indenture Trustee within
five Business Days after receipt of notice thereof.

      Section 4.2 Action by Certificateholder and Indenture Trustee with Respect
to Certain Matters. The Trust shall not have the power, except upon the
direction of the Certificateholder and (acting at the direction of the Majority
Holders) the Indenture Trustee in accordance with the Transaction Documents, to
(a) remove the Servicer under the Sale and Servicing Agreement pursuant to
Section 10.2 thereof or (b) except as expressly provided in the Transaction
Documents, sell the Receivables after the termination of the Indenture. The
Trust shall take the actions referred to in the preceding sentence only upon
written instructions signed by the Certificateholder and the Indenture Trustee
(acting at the direction of the Majority Holders) and the furnishing of
indemnification satisfactory to the Owner Trustee (as such and in its individual
capacity) by the Certificateholder.

      Section 4.3 Restrictions on Certificateholder's Power. (a) The
Certificateholder shall not direct the Owner Trustee to take or refrain from
taking any action if such action or inaction would be contrary to any obligation
of the Trust or the Owner Trustee under this Agreement or any of the Transaction
Documents or would be contrary to Section 2.3, nor shall the Owner Trustee be
obligated to follow any such direction, if given.

                                       14

<PAGE>

      (b) The Certificateholder shall not have any right by virtue or by
availing itself of any provisions of this Agreement to institute any suit,
action, or proceeding in equity or at law upon or under or with respect to this
Agreement or any Transaction Document, unless the Certificateholder is the
Instructing Party pursuant to Section 5.3 and, unless the Certificateholder
previously shall have given to the Owner Trustee a written notice of default and
of the continuance thereof, as provided in this Agreement, and also unless the
Certificateholder shall have made written request upon the Owner Trustee to
institute such action, suit or proceeding in its own name as Owner Trustee under
this Agreement and shall have offered to the Owner Trustee (as such and in its
individual capacity) such reasonable indemnity as it may require against the
costs, expenses and liabilities to be incurred therein or thereby, and the Owner
Trustee, for 30 days after its receipt of such notice, request, and offer of
indemnity, shall have neglected or refused to institute any such action, suit,
or proceeding, and during such 30-day period no request or waiver inconsistent
with such written request has been given to the Owner Trustee pursuant to and in
compliance with this Section or Section 5.3. For the protection and enforcement
of the provisions of this Section, the Certificateholder and the Owner Trustee
shall be entitled to such relief as can be given either at law or in equity.

      Section 4.4 Rights of Majority Holders. Notwithstanding anything to the
contrary in the Transaction Documents, without the prior written consent of the
Majority Holders (which consent shall not be unreasonably withheld or delayed),
the Trust shall not (i) remove the Servicer, (ii) initiate any claim, suit or
proceeding by the Trust or compromise any claim, suit or proceeding brought by
or against the Trust, other than with respect to the enforcement of any
Receivable or any rights of the Trust thereunder, (iii) authorize the merger or
consolidation of the Trust with or into any other statutory trust or other
entity (other than in accordance with Section 3.10 of the Indenture) or (iv)
amend the Certificate of Trust (unless such amendment is required to be filed
under applicable law) or this Agreement.

                                    ARTICLE V

                      AUTHORITY AND DUTIES OF OWNER TRUSTEE

      Section 5.1 General Authority. (a) The Owner Trustee shall have power and
authority, and is hereby authorized and empowered, in the name and on behalf of
the Trust, to execute and deliver the Transaction Documents to which the Trust
is named as a party and each certificate or other document attached as an
exhibit to or contemplated by the Transaction Documents to which the Trust is
named as a party and any amendment thereto, in each case, in such form as the
Depositor shall approve as evidenced conclusively by the Owner Trustee's
execution thereof, including, without limitation, one or more certificates in
connection with opinion letters delivered at closing and the authentication
order by the Trust directing the Indenture Trustee to authenticate and deliver
Notes in an aggregate principal amount not to exceed $450,000,000 at any given
time. In addition to the foregoing, the Owner Trustee shall have power and
authority and hereby is authorized and empowered, but shall not be obligated, to
take all actions required of the Trust pursuant to the Transaction Documents.
The Owner Trustee shall have power and authority and hereby is further
authorized and empowered from time to time to take such action as the
Instructing Party recommends with respect to the Transaction Documents so long
as such activities are consistent with the terms of the Transaction Documents.

                                       15

<PAGE>

      (b) The Owner Trustee shall on behalf of the Trust (i) maintain (or cause
to be maintained) on a calendar year basis books with respect to amounts
actually received or disbursed by the Owner Trustee, (ii) deliver (or cause to
be delivered) to each Certificateholder, such information as may be reasonably
and in writing requested by such Certificateholder and is in the possession of
the Owner Trustee to enable each Certificateholder to prepare its federal and
state income tax returns, and (iii) file or cause to be filed such tax returns
relating to the Trust as are provided to it in execution form by Bay View
Acceptance, and pursuant to direction of Bay View Acceptance make such elections
as may from time to time be so requested by Bay View Acceptance in connection
with any applicable state or federal statute or rule or regulation thereunder.
The Owner Trustee shall make all tax elections pursuant to this Section 5.1 as
directed in writing by Bay View Acceptance. The Owner Trustee shall sign on
behalf of the Trust all tax information returns and any other returns as may be
requested by Bay View Acceptance, each as provided to it in execution form
pursuant to this Section, and in doing so shall rely entirely upon, and shall
have no personal liability for information provided by, or calculations provided
by, Bay View Acceptance.

      (c) The Owner Trustee shall sign on behalf of the Trust any applicable tax
returns of the Trust, unless applicable law requires the Certificateholder to
sign such documents, in which case such documents shall be presented for
signature to the Certificateholder and not the Owner Trustee.

      Section 5.2 General Duties. It shall be the duty of the Owner Trustee to
discharge (or cause to be discharged) all of the responsibilities expressly
required to be performed by the Owner Trustee pursuant to the terms of this
Agreement and the Sale and Servicing Agreement and the other Transaction
Documents to which the Trust is a party, in the interest of the Holder, subject
to the Transaction Documents to which it is a party and in accordance with the
provisions of this Agreement and the other Transaction Documents to which the
Trust is a party. Notwithstanding the foregoing, the Owner Trustee shall be
deemed to have discharged its duties and responsibilities hereunder and under
the Transaction Documents to the extent Bay View Acceptance has agreed in the
Sale and Servicing Agreement to perform any act or to discharge any duty of the
Trust or the Owner Trustee hereunder or under any Transaction Document, and the
Owner Trustee shall not be personally liable for the default or failure of Bay
View Acceptance to carry out its obligations under the Sale and Servicing
Agreement or this Agreement, as applicable.

      Section 5.3 Action upon Instruction. (a) Subject to Article IV, the
Majority Holders or the Certificateholder (the "Instructing Party") shall have
the exclusive right to direct the actions of the Owner Trustee in the management
of the Trust, so long as such instructions are not inconsistent with the express
terms set forth herein or in any Transaction Document. The Instructing Party
shall not instruct the Owner Trustee in a manner inconsistent with this
Agreement or the Transaction Documents.

      (b) The Owner Trustee shall not be required to take any action hereunder
or under any Transaction Document if the Owner Trustee shall have reasonably
determined, or shall have been advised by counsel, that such action is likely to
result in personal liability on the part of the Owner Trustee or is contrary to
the terms hereof or of any Transaction Document or is otherwise contrary to law.

                                       16

<PAGE>

      (c) Whenever the Owner Trustee is unable to decide between alternative
courses of action permitted or required by the terms of this Agreement or any
Transaction Document, the Owner Trustee shall promptly give written notice (in
such form as shall be appropriate under the circumstances) to the Instructing
Party requesting instruction as to the course of action to be adopted, and to
the extent the Owner Trustee acts or refrains from acting in good faith in
accordance with any written instruction of the Instructing Party received, the
Owner Trustee shall not be personally liable on account of such action or
inaction to any Person. If the Owner Trustee shall not have received appropriate
instruction within ten days of such notice (or within such shorter period of
time as reasonably may be specified in such notice or may be necessary under the
circumstances) it may, but shall be under no duty to, take or refrain from
taking such action, not inconsistent with this Agreement or the Transaction
Documents, as it shall deem to be in the best interests of the
Certificateholder, and shall have no personal liability to any Person for such
action or inaction.

      (d) In the event that the Owner Trustee is unsure as to the application of
any provision of this Agreement or any Transaction Document or any such
provision is ambiguous as to its application, or may be, in conflict with any
other applicable provision, or in the event that this Agreement permits any
determination by the Owner Trustee or is silent or is incomplete as to the
course of action that the Owner Trustee is required or permitted to take with
respect to a particular set of facts, the Owner Trustee may give notice (in such
form as shall be appropriate under the circumstances) to the Instructing Party
requesting instruction and, to the extent that the Owner Trustee acts or
refrains from acting in good faith in accordance with any such instruction
received, the Owner Trustee shall not be personally liable, on account of such
action or inaction, to any Person. If the Owner Trustee shall not have received
appropriate instruction within 10 days of such notice (or within such shorter
period of time as reasonably may be specified in such notice or may be necessary
under the circumstances) it may, but shall be under no duty to, take or refrain
from taking such action, not inconsistent with this Agreement or the Transaction
Documents, as it shall deem to be in the best interests of the
Certificateholder, and shall have no personal liability to any Person for such
action or inaction.

      Section 5.4 No Duties Except as Specified in this Agreement or in
Instructions. The Owner Trustee shall not have any duty or obligation to manage,
make any payment with respect to, register, record, sell, dispose of, or
otherwise deal with the Issuer Trust Estate, or to otherwise take or refrain
from taking any action under, or in connection with, any document contemplated
hereby to which the Trust or the Owner Trustee is a party, except as expressly
provided by the terms of this Agreement or in any document or written
instruction received by the Owner Trustee pursuant to Section 5.3; and no
implied duties or obligations shall be read into this Agreement or any
Transaction Document against the Owner Trustee. The Owner Trustee shall have no
responsibility for filing any financing or continuation statement in any public
office at any time or to otherwise perfect or maintain the perfection of any
security interest or lien granted to it hereunder or to prepare or file any
filing for the Trust or to record this Agreement or any Transaction Document.
The Trust Company nevertheless agrees that it will, at its own cost and expense,
promptly take all action as may be necessary to discharge any Liens on any part
of the Issuer Trust Estate that result from actions by, or claims against, the
Owner Trustee (solely in its individual capacity) and that are not related to
the ownership or the administration of the Issuer Trust Estate or the Trust
Company serving as Owner Trustee.

                                       17

<PAGE>

      Section 5.5 No Action Except under Specified Documents or Instructions.
The Owner Trustee shall not manage, control, use, sell, dispose of or otherwise
deal with any part of the Issuer Trust Estate except (i) in accordance with the
powers granted to and the authority conferred upon the Owner Trustee pursuant to
this Agreement, (ii) in accordance with the Transaction Documents and (iii) in
accordance with any document or instruction delivered to the Owner Trustee
pursuant to Section 5.3.

      Section 5.6 Restrictions. The Owner Trustee shall not take any action (a)
that is inconsistent with the purposes of the Trust set forth in Section 2.3 or
(b) that, to the actual knowledge of a Responsible Officer of the Owner Trustee,
would result in the Trust's becoming taxable as a corporation for federal income
tax purposes. The Certificateholder shall not direct the Owner Trustee to take
action that would violate the provisions of this Section. The Trust shall:

      (a) maintain its records and books of account separate and apart from
those of any other Person or entity;

      (b) maintain its books, records, resolutions and agreements as official
records;

      (c) not commingle its funds or assets with those of any other person or
entity;

      (d) hold its assets in its own name;

      (e) conduct business in its own name;

      (f) maintain full and complete financial records in accordance with
generally accepted accounting principals and maintains its financial statements,
accounting records and other entity documents separate from any other person or
entity;

      (g) pay its own liabilities out of its own funds and assets;

      (h) maintain an arms-length relationship with its affiliates;

      (i) not incur indebtedness, other than indebtedness contemplated by the
Transaction Documents;

      (j) not assume or guarantee or become obligated for the debts of any other
person or entity or hold out its credit as being available to satisfy the
obligation of any other person or entity, except as contemplated by the
Transaction Documents;

      (k) not acquire obligations or securities of its beneficiaries;

      (l) allocate fairly and reasonably shared expenses, including without
limitation, shared office space, and use separate stationery, invoices and
checks;

      (m) not pledge its assets for the benefit of any other person or entity,
except as contemplated by the Transaction Documents;

                                       18

<PAGE>

      (n) identify or hold itself out as a separate and distinct entity under
its own name and not as a division or part of any other person or entity;

      (o) not make loans to any person or entity, except as contemplated in the
Transaction Documents;

      (p) not identify its Certificateholders, or any affiliates of any of them,
as a division or part of the Trust;

      (q) not enter into, or be a party to, any transaction with its members or
its affiliates except in the ordinary course of business and on terms which are
intrinsically fair and are no less favorable to it than would be obtained in a
comparable arms-length transaction with an unrelated third party;

      (r) observe all entity formalities under applicable law;

      (s) correct any known misunderstanding regarding its separate identity;
and

      (t) maintain adequate capital in light of its contemplated business
operations.

The Instructing Party shall not direct the Owner Trustee to take action that
would violate the provisions of this Section.

                                   ARTICLE VI

                          CONCERNING THE OWNER TRUSTEE

      Section 6.1 Acceptance of Trusts and Duties. The Owner Trustee accepts the
trusts hereby created and agrees to perform only such duties as are expressly
required to be performed by the Owner Trustee under this Agreement and the other
Transaction Documents to which the Trust is a party. The Owner Trustee also
agrees to disburse all moneys actually received by it constituting part of the
Issuer Trust Estate upon the terms of the other Transaction Documents to which
the Trust is a party and this Agreement. The Owner Trustee shall not be
personally answerable or accountable hereunder or under any other Transaction
Document under any circumstances, except to the Certificateholder and the Trust
(i) for its own willful breach, willful misconduct or gross negligence, (ii) in
the case of the inaccuracy of any representation or warranty contained in
Section 6.3 expressly made by the Owner Trustee in its individual capacity or
(iii) for liabilities arising from the failure of the Owner Trustee to perform
obligations expressly undertaken by it in the last sentence of Section 5.4
hereof. In particular, but not by way of limitation (and subject to the
exceptions set forth in the preceding sentence):

      (a) the Owner Trustee shall not be personally liable for any error of
judgment made by the Owner Trustee unless such error constitutes gross
negligence;

      (b) the Owner Trustee shall not be personally liable with respect to any
action taken or omitted to be taken by it in accordance with the instructions of
the Depositor, the Certificateholder or the Majority Holders given in accordance
with this Agreement;

                                       19

<PAGE>

      (c) no provision of this Agreement or any other Transaction Document shall
require the Owner Trustee to expend or risk its own funds or otherwise incur any
personal financial liability in the performance or exercise of any of its
rights, duties or powers hereunder or under any other Transaction Document if
the Owner Trustee (as such and in its individual capacity) shall have reasonable
grounds for believing that repayment of such funds or adequate indemnity against
such risk or personal liability is not reasonably assured or provided to it (as
such and in its individual capacity);

      (d) under no circumstances shall the Owner Trustee be personally liable
for indebtedness evidenced by or arising under any of the Transaction Documents,
including the principal of and interest on the Notes;

      (e) the Owner Trustee shall not be personally responsible for or in
respect of the validity or sufficiency of this Agreement or for the due
execution hereof by the Depositor or for the form, character, genuineness,
sufficiency, value or validity of any of the Issuer Trust Estate or for or in
respect of the validity or sufficiency of the Transaction Documents, other than
the Owner Trustee's due execution of the Notes in the name of the Trust, and the
Owner Trustee shall in no event assume or incur any personal liability, duty, or
obligation to the Certificateholder or to any Noteholder or other person, other
than as expressly provided for herein and in the other Transaction Documents to
which the Trust is a party;

      (f) the Owner Trustee shall not be personally liable for the default or
misconduct of the Indenture Trustee or the Servicer under any of the Transaction
Documents or otherwise and the Owner Trustee shall have no obligation or
personal liability to perform the obligations of the Trust under this Agreement
or the other Transaction Documents that are required to be performed by the
Indenture Trustee or the Servicer;

      (g) the Owner Trustee shall be under no obligation to exercise any of the
rights or powers vested in it by this Agreement, or to institute, conduct or
defend any litigation under this Agreement or otherwise or in relation to this
Agreement or any Transaction Document, at the request, order or direction of the
Depositor, the Certificateholder or the Noteholders unless the
Certificateholder, the Depositor or the Noteholders have offered to the Owner
Trustee (as such and in its individual capacity) security or indemnity
reasonably satisfactory to it (as such and in its individual capacity) against
the costs, expenses and liabilities that may be incurred by the Owner Trustee
(as such and in its individual capacity) therein or thereby. The right of the
Owner Trustee to perform any discretionary act enumerated in this Agreement or
in any other Transaction Document shall not be construed as a duty, and the
Owner Trustee shall not be personally answerable except to the Certificateholder
and the Trust for its own gross negligence, willful breach or willful misconduct
in the performance of any such act; and

      (h) notwithstanding anything contained herein or elsewhere to the
contrary, neither the Trust Company in its individual capacity, nor the Owner
Trustee shall be required to take any action in any jurisdiction other than in
the State of Delaware if the taking of such action will (i) require the consent
or approval or authorization or order of or the giving of notice to, or the
registration with or the taking of any other action in respect of, any state or
other governmental authority or agency of any jurisdiction other than the State
of Delaware; (ii) result in any fee, tax or other governmental charge under the
laws of any jurisdiction or any political subdivisions

                                       20

<PAGE>

thereof in existence on the date hereof other than the State of Delaware
becoming payable by the Trust Company; or (iii) subject the Trust Company to
personal jurisdiction in any jurisdiction other than the State of Delaware for
causes of action arising from acts unrelated to the consummation of the
transactions by the Trust Company in its individual capacity or as Owner
Trustee, as the case may be, contemplated hereby. The Owner Trustee shall be
entitled to obtain advice of counsel (which advice shall be an expense of the
Depositor) to determine whether any action required to be taken pursuant to this
Agreement or the other Transaction Documents results in the consequences
described in clauses (i), (ii) and (iii) of the preceding sentence. In the event
that said counsel advises the Owner Trustee that such action will result in such
consequences, the Owner Trustee as necessary will appoint an additional trustee
pursuant to Section 9.5 hereof to proceed with such action.

      Section 6.2 Furnishing of Documents. Subject to Section 3.6, the Owner
Trustee shall furnish to the Certificateholder promptly upon receipt of a
written request therefor, duplicates or copies of all reports, notices,
requests, demands, certificates, financial statements and any other instruments
furnished to the Owner Trustee under the Transaction Documents. On behalf of the
Owner Trustee, the Depositor shall furnish to the Certificateholder promptly
upon written request therefor, copies of the Sale and Servicing Agreement and
the Indenture.

      Section 6.3 Representations and Warranties. The Trust Company hereby
represents and warrants to the Depositor and the Certificateholder, that:

            (a) It is a banking corporation duly organized and validly existing
      in good standing under the laws of the State of Delaware. It has all
      requisite corporate power and authority to execute, deliver and perform
      its obligations under this Agreement.

            (b) It has taken all corporate action necessary to authorize the
      execution and delivery by it of this Agreement, and this Agreement will be
      executed and delivered by one of its officers who is duly authorized to
      execute and deliver this Agreement on its behalf.

            (c) Neither the execution nor the delivery by it of this Agreement,
      nor the consummation by it of the transactions contemplated hereby, nor
      compliance by it with any of the terms or provisions hereof will
      contravene any Federal or Delaware law, governmental rule or regulation
      governing the banking or trust powers of the Owner Trustee or any judgment
      or order binding on it, or constitute any default under its charter
      documents or by-laws or any indenture, mortgage, contract, agreement or
      instrument (other than the Transaction Documents) to which it is a party
      or by which any of its properties may be bound.

            (d) This Agreement constitutes the legal, valid and binding
      obligations of the Trust Company, enforceable against the Trust Company in
      accordance with its terms, subject to applicable bankruptcy, insolvency,
      moratorium, reorganization, conservatorship, receivership, fraudulent
      conveyance, preferential transfer, liquidation and other similar laws
      relating to or affecting the rights and remedies of creditors generally,
      to principles of equity (regardless of whether considered and applied in a
      proceeding in equity or at law), standards of good faith, fair dealing,
      course of dealing,

                                       21

<PAGE>

      course of performance, materiality, and reasonableness that may be applied
      by a court, considerations of public policy, and the exercise of judicial
      discretion, and federal or state securities law and public policy
      considerations relating to indemnification or contribution.

      Section 6.4 Reliance; Advice of Counsel. (a) The Owner Trustee shall incur
no personal liability to anyone in acting upon any signature, instrument,
notice, resolution, request, consent, order, certificate, report, opinion, note,
or other document or paper believed by it to be genuine and believed by it to be
signed by an appropriate Person. The Owner Trustee may accept a certified copy
of a resolution of the board of directors or other governing body of any Person
as conclusive evidence that such resolution has been duly adopted by such body
and that the same is in full force and effect. As to any fact or matter the
method of the determination of which is not specifically prescribed herein, the
Owner Trustee may for all purposes hereof require and rely on a certificate,
signed by an appropriate person as to such fact or matter and such certificate
shall constitute full protection to the Owner Trustee for any action taken or
omitted to be taken by it in good faith in reliance thereon.

      (b) In the exercise or administration of the trusts hereunder and in the
performance of its duties and obligations under this Agreement or the other
Transaction Documents, the Owner Trustee (i) may act directly or through its
agents or attorneys pursuant to agreements entered into with any of them, and
the Owner Trustee shall not be personally liable for the conduct or misconduct
of such agents or attorneys if such agents or attorneys shall have been selected
by the Owner Trustee with reasonable care, and (ii) may consult with counsel,
accountants and other skilled persons to be selected with reasonable care and
employed by it. The Owner Trustee shall not be personally liable for anything
done, suffered or omitted in good faith by it in accordance with the written
opinion or advice of any such counsel, accountants or other such persons and not
in conflict with an express obligation of the Owner Trustee under this Agreement
or any Transaction Document.

      Section 6.5 Not Acting in Individual Capacity. Except as provided in
Section 6.3, in accepting the trusts hereby created, the Trust Company acts
solely as Owner Trustee hereunder and not in its individual capacity, and all
Persons having any claim against the Owner Trustee by reason of the transactions
contemplated by this Agreement or any other Transaction Document shall look only
to the Issuer Trust Estate for payment or satisfaction thereof.

      Section 6.6 Owner Trustee Not Liable for Notes or Receivables. The
recitals contained herein and in the Certificate (other than the execution by
the Owner Trustee of the Certificate on behalf of the Trust, the representations
and warranties of the Trust Company contained in Section 6.3 hereof and the
certificate of authentication of the Owner Trustee on the Certificate, as
applicable) shall be taken as the statements of the Depositor, and the Owner
Trustee assumes no personal responsibility for the correctness thereof. The
Owner Trustee makes no representations as to the validity or sufficiency of this
Agreement, of any other Transaction Document or of the Certificate (other than
as to the due execution by the Owner Trustee of the Certificate on behalf of the
Trust and the certificate of authentication of the Owner Trustee on the
Certificate, as applicable, and as specified in Section 6.3 hereof) or the
Notes, or of any Receivables or related documents. The Owner Trustee shall at no
time have any responsibility or personal liability for or with respect to the
legality, validity and enforceability

                                       22

<PAGE>

of any Receivable, or the perfection and priority of any security interest
created by any Receivable or the maintenance of any such perfection and
priority, or for or with respect to the sufficiency of the Issuer Trust Estate
or its ability to generate the payments to be distributed to Certificateholder
under this Agreement or the Noteholders under the Indenture, including, without
limitation, the existence, condition and ownership of any Financed Vehicle, the
existence and enforceability of any insurance thereon, the existence and
contents of any Receivable on any computer or other record thereof, the validity
of the assignment of any Receivable to the Trust or of any intervening
assignment, the completeness of any Receivable, the performance or enforcement
of any Receivable, the compliance by the Depositor or the Servicer with any
warranty or representation made under any Transaction Document or in any related
document or the accuracy of any such warranty or representation or any action of
the Indenture Trustee or the Servicer or any subservicer taken in the name of
the Owner Trustee.

      Section 6.7 Owner Trustee May Own Notes. The Owner Trustee in its
individual or any other capacity may become the owner or pledgee of Notes and
may deal with the Depositor, the Indenture Trustee and the Servicer in banking
transactions with the same rights as it would have if it were not Owner Trustee.

      Section 6.8 Licenses. The Depositor shall cause the Trust to use its best
efforts to obtain and maintain the effectiveness of any licenses required in
connection with this Agreement and the other Transaction Documents and the
transactions contemplated hereby and thereby until such time as the Trust shall
terminate in accordance with the terms hereof.

                                   ARTICLE VII

                          COMPENSATION OF OWNER TRUSTEE

      Section 7.1 Owner Trustee's Fees and Expenses. The Trust Company shall
receive as compensation for its services hereunder such fees as have been
separately agreed upon before the date hereof between the Servicer and the Trust
Company, and the Trust Company shall be entitled to be reimbursed by the
Servicer for its other reasonable expenses hereunder, including, but not limited
to, the reasonable compensation, expenses and disbursements of such agents,
representatives, experts and counsel as the Trust Company may employ in
connection with the exercise and performance of its or the Owner Trustee's
powers, rights or duties hereunder and under the Transaction Documents.

      Section 7.2 Indemnification. The Depositor shall be liable as primary
obligor for, and shall indemnify, defend and hold harmless the Trust Company and
its officers, directors, successors, assigns, agents and servants (collectively,
the "Indemnified Parties") from and against, any and all liabilities,
obligations, losses, damages, taxes, claims, actions and suits, and any and all
reasonable costs, expenses and disbursements (including reasonable legal fees
and expenses) of any kind and nature whatsoever (collectively, "Expenses") which
may at any time be imposed on, incurred by, or asserted against the Owner
Trustee or any Indemnified Party in any way relating to or arising out of this
Agreement, the Transaction Documents, the Issuer Trust Estate, the
administration of the Issuer Trust Estate or the action or inaction of the Owner
Trustee hereunder, except only that the Depositor shall not be liable for or
required to indemnify the Trust Company from and against Expenses arising or
resulting from any of the matters

                                       23

<PAGE>

described in clause (i) or (ii) of the third sentence of Section 6.1. The
indemnities, rights and obligations under this Section and Section 7.1 shall
survive the resignation or removal of the Owner Trustee or the termination of
this Agreement. In any event of any claim, action or proceeding for which
indemnity will be sought pursuant to this Section, the Owner Trustee's choice of
legal counsel shall be subject to the approval of the Depositor which approval
shall not be unreasonably withheld. The Servicer shall also provide
indemnification to the Indemnified Parties and Owner Trustee pursuant to, and to
the extent required by, Section 9.01 of the Sales and Servicing Agreement.

      Notwithstanding any other provision herein or elsewhere, to the extent
that amounts owed to the Trust Company or another Indemnified Party under
Section 7.1 or Section 7.2 are not paid promptly (and in any event within 30
days of demand therefor) by or on behalf of the Depositor in accordance with
Section 7.1 or Section 7.2, such amounts shall promptly be paid to the Trust
Company or other Indemnified Party by Bay View Acceptance in its capacity as
Servicer.

      Section 7.3 Payments to the Owner Trustee. Any amounts paid to the Owner
Trustee pursuant to this Article VII shall be deemed not to be a part of the
Issuer Trust Estate immediately after such payment.

      Section 7.4 Non-recourse Obligations. Notwithstanding anything in this
Agreement or any Transaction Document, the Owner Trustee agrees in its
individual capacity and in its capacity as Owner Trustee for the Trust that all
obligations of the Trust to the Owner Trustee individually or as Owner Trustee
of the Trust shall be (a) limited recourse obligations that will be paid only to
the extent of funds available to the Trust that are not needed to pay the
Noteholders and other Persons pursuant to the Indenture, (b) do not represent a
claim against the Trust under Section 101 of the Bankruptcy Code to the extent
funds are not available to pay such amounts, and (c) with recourse to the Issuer
Trust Estate only and specifically shall be without recourse to the assets of
the Certificateholder.

                                  ARTICLE VIII

                         TERMINATION OF TRUST AGREEMENT

      Section 8.1 Termination of Trust Agreement. (a) This Agreement shall
terminate and the Trust shall dissolve, be wound up and terminate in accordance
with Section 3808 of the Statutory Trust Statute and be of no further force or
effect upon the latest of (i) the maturity or other liquidation of the last
Receivable and the subsequent distribution of amounts in respect of such
Receivables as provided in the Transaction Documents and (ii) the payment to the
Certificateholder of all amounts required to be paid to it pursuant to this
Agreement, the payment to the Noteholders and other Persons all amounts owed to
them pursuant to the terms of the Indenture; provided, however, that the
indemnities, rights and obligations under Section 7.1 and Section 7.2 shall
survive the termination of the Trust. The Depositor or the Servicer shall
promptly notify the Owner Trustee and the Indenture Trustee of any prospective
termination pursuant to this Section. The bankruptcy, liquidation, dissolution,
death or incapacity of the Certificateholder, shall not (x) operate to dissolve
or terminate this Agreement or the Trust, nor (y) entitle the
Certificateholder's legal representatives or heirs to claim an accounting or to
take

                                       24

<PAGE>

any action or proceeding in any court for a partition or winding up of all or
any part of the Trust or Issuer Trust Estate nor (z) otherwise affect the
rights, obligations and liabilities of the parties hereto.

      (b) Neither the Depositor nor the Certificateholder shall be entitled to
revoke or terminate the Trust.

      (c) Notice of any termination of the Trust, specifying the Payment Date
upon which the Certificateholder shall surrender the Certificate to the
Indenture Trustee for payment of the final distribution and cancellation, shall
be given by the Owner Trustee by letter to the Certificateholder mailed within
five Business Days of receipt by the Owner Trustee of notice of such termination
from the Servicer given pursuant to Article XI of the Indenture, stating (i) the
Payment Date upon or with respect to which final payment of the Certificate
shall be made upon presentation and surrender of the Certificate at the office
of the Indenture Trustee therein designated, (ii) the amount of any such final
payment, (iii) that the Record Date otherwise applicable to such Payment Date is
not applicable, payments being made only upon presentation and surrender of the
Certificate at the office of the Indenture Trustee therein specified and (iv)
interest will cease to accrue on the Certificate. The Owner Trustee shall give
such notice to the Indenture Trustee at the time such notice is given to the
Certificateholder. Upon presentation and surrender of the Certificate, the
Indenture Trustee shall cause to be distributed to the Certificateholder any
amounts distributable on such Payment Date pursuant to the Indenture.

      In the event that the Certificateholder shall not surrender the
Certificate for cancellation within six months after the date specified in the
above mentioned written notice, the Owner Trustee shall give a second written
notice to the Certificateholder to surrender the Certificate for cancellation
and receive the final distribution with respect thereto. If within one year
after the second notice the Certificate shall not have been surrendered for
cancellation, the Owner Trustee may take appropriate steps, or may appoint an
agent to take appropriate steps, to contact the Certificateholder concerning
surrender of its Certificate, and the cost thereof shall be paid out of the
funds and other assets that shall remain subject to this Agreement. Any funds
remaining in the Trust after exhaustion of such remedies shall be distributed,
subject to applicable escheat laws, by the Indenture Trustee to the Holder.

      (d) Upon receipt of written notice from the Holder of the completion of
the winding up of the Trust in accordance with Section 3808 of the Statutory
Trust Statute and its termination, the Owner Trustee shall cause the Certificate
of Trust to be canceled by filing a certificate of cancellation with the
Secretary of State in accordance with the provisions of Section 3810 of the
Statutory Trust Statute.

                                   ARTICLE IX

             SUCCESSOR OWNER TRUSTEES AND ADDITIONAL OWNER TRUSTEES

      Section 9.1 Eligibility Requirements for Owner Trustee. The Owner Trustee
shall at all times be an entity (i) satisfying the provisions of Section 3807(a)
of the Statutory Trust Statute; (ii) authorized to exercise corporate trust
powers; (iii) having a combined capital and surplus of at least $50,000,000 and
subject to supervision or examination by federal or state

                                       25

<PAGE>

authorities; (iv) acceptable to the Majority Holders in their sole discretion
(it being understood that Wilmington Trust Company, is acceptable to the
Majority Holders on the Closing Date); and (v) subject to supervision or
regulation by federal or State authorities. If such entity shall publish reports
of condition at least annually, pursuant to law or to the requirements of the
aforesaid supervising or examining authority, then for the purpose of this
Section, the combined capital and surplus of such entity shall be deemed to be
its combined capital and surplus as set forth in its most recent report of
condition so published. In case at any time the Owner Trustee shall cease to be
eligible in accordance with the provisions of this Section, the Owner Trustee
shall resign immediately in the manner and with the effect specified in Section
9.2.

      Section 9.2 Resignation or Removal of Owner Trustee. The Owner Trustee may
at any time resign and be discharged from the trusts hereby created by giving
written notice thereof to the Depositor, the Indenture Trustee, the Agent and
the Servicer. Upon receiving such notice of resignation, the Depositor shall
promptly appoint a successor Owner Trustee by written instrument, in duplicate,
one copy of which instrument shall be delivered to the resigning Owner Trustee
and one copy to the successor Owner Trustee. If no successor Owner Trustee shall
have been so appointed and have accepted appointment within 30 days after the
giving of such notice of resignation, the resigning Owner Trustee, at the
expense of the Depositor may petition any court of competent jurisdiction for
the appointment of a successor Owner Trustee; provided, however, that such right
to appoint or petition for the appointment of a successor shall in no event
relieve the resigning Owner Trustee from any obligations otherwise imposed on it
under the Transaction Documents until such successor has, in accordance with
Section 9.3, executed, acknowledged, and delivered an instrument accepting such
appointment under this Agreement.

      If at any time the Owner Trustee shall cease to be eligible in accordance
with the provisions of Section 9.1 and shall fail to resign after written
request therefor by the Depositor, or if at any time the Owner Trustee shall be
legally unable to act, or shall be adjudged bankrupt or insolvent, or a receiver
of the Owner Trustee or of its property shall be appointed, or any public
officer shall take charge or control of the Owner Trustee or of its property or
affairs for the purpose of rehabilitation, conservation or liquidation, then the
Depositor with the consent of the Majority Holders may remove the Owner Trustee.
If the Depositor shall remove the Owner Trustee under the authority of the
immediately preceding sentence, the Depositor shall promptly appoint a successor
Owner Trustee by written instrument, in duplicate, one copy of which instrument
shall be delivered to the outgoing Owner Trustee so removed, one copy to the
Indenture Trustee and one copy to the successor Owner Trustee, and shall pay all
fees owed to the outgoing Owner Trustee.

      Any resignation or removal of the Owner Trustee and appointment of a
successor Owner Trustee pursuant to any of the provisions of this Section shall
not become effective until acceptance of appointment by the successor Owner
Trustee pursuant to Section 9.3 and, in the case of a removal, payment of all
fees and expenses owed to the outgoing Owner Trustee in its individual capacity.

      Section 9.3 Successor Owner Trustee. Any successor Owner Trustee appointed
pursuant to Section 9.2 shall execute, acknowledge and deliver to the Depositor,
the Indenture Trustee, the Servicer, the Agent and to its predecessor Owner
Trustee an instrument accepting such appointment under this Agreement, and
thereupon the resignation or removal of the

                                       26

<PAGE>

predecessor Owner Trustee shall become effective and such successor Owner
Trustee, without any further act, deed or conveyance, shall become fully vested
with all the rights, powers, duties and obligations of its predecessor under
this Agreement, with like effect as if originally named as Owner Trustee. The
predecessor Owner Trustee shall upon payment of fees and expenses payable to it
in its individual capacity deliver to the successor Owner Trustee all documents
and statements and monies held by it under this Agreement; and the Depositor and
the predecessor Owner Trustee shall execute and deliver such instruments and do
such other things as may reasonably be required for fully and certainly vesting
and confirming in the successor Owner Trustee all such rights, powers, duties
and obligations.

      No successor Owner Trustee shall accept appointment as provided in this
Section unless at the time of such acceptance such successor Owner Trustee shall
be eligible pursuant to Section 9.1.

      Upon acceptance of appointment by a successor Owner Trustee pursuant to
this Section, the Servicer shall mail notice of the successor of such Owner
Trustee to the Certificateholder, the Indenture Trustee, the Depositor, the
Agent and the Noteholders. If the Servicer shall fail to mail such notice within
10 days after acceptance of appointment by the successor Owner Trustee, the
successor Owner Trustee shall cause such notice to be mailed at the expense of
the Servicer.

      Section 9.4 Merger or Consolidation of Owner Trustee. Any Person into
which the Trust Company may be merged or converted or consolidated, or any
entity resulting from any merger, conversion or consolidation to which the Trust
Company shall be a constituent entity, or any Person succeeding to all or
substantially all of the corporate trust business of the Trust Company, shall be
the successor Owner Trustee hereunder, without the execution or filing of any
instrument or any further act on the part of any of the parties hereto, anything
herein to the contrary notwithstanding provided such Person shall be eligible
pursuant to Section 9.1.

      Section 9.5 Appointment of Co-Trustee or Separate Trustee. Notwithstanding
any other provisions of this Agreement, at any time, for the purpose of meeting
any legal requirements of any jurisdiction in which any part of the Issuer Trust
Estate or any Financed Vehicle may at the time be located, the Servicer and the
Owner Trustee acting jointly shall have the power and authority and shall
execute and deliver all instruments to appoint one or more Persons approved by
the Owner Trustee and the Majority Holders to act as co-trustee, jointly with
the Owner Trustee, or separate trustee or separate trustees, of all or any part
of the Issuer Trust Estate, and to vest in such Person, in such capacity, such
title to the Trust, or any part thereof, and, subject to the other provisions of
this Section, such powers, duties, obligations, rights and trusts as the
Servicer and the Owner Trustee may consider necessary or desirable. If the
Servicer shall not have joined in such appointment within 15 days after the
receipt by it of a request so to do, the Owner Trustee subject to the approval
of the Majority Holders (which approval shall not be unreasonably withheld)
shall have the power and authority and be authorized to make such appointment.
No co-trustee or separate trustee under this Agreement shall be required to meet
the terms of eligibility as a successor trustee pursuant to Section 9.1 and no
notice of the appointment of any co-trustee or separate trustee shall be
required pursuant to Section 9.3.

                                       27

<PAGE>

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

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

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

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

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

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

                                    ARTICLE X

                                  MISCELLANEOUS

      Section 10.1 Supplements and Amendments. (a) This Agreement may be amended
by the Depositor and the Trust Company with prior written notice to the Lender
Group Agents, without the consent of any of the Certificateholder or the
Noteholders, (i) to cure any ambiguity or defect or (ii) to correct, supplement
or modify any provisions in this Agreement; provided, however, that such action
shall not, as evidenced by an Opinion of Counsel which may be based

                                       28

<PAGE>

as to purely factual matters upon a certificate of the Servicer, adversely
affect in any material respect the interests of any Certificateholder or
Noteholder.

      (b) This Agreement may also be amended from time to time by the Depositor
and the Trust Company with prior written notice to the Lender Group Agents, to
the extent such amendment materially and adversely affects the interests of the
Noteholders, with the consent of the Noteholders evidencing not less than a
majority of the principal balance of the Notes, and the consent of the
Certificateholder (which consent of any Holder of a Certificate or Note given
pursuant to this Section or pursuant to any other provision of this Agreement
shall be conclusive and binding on such Holder) for the purpose of adding any
provisions to or changing in any manner or eliminating any of the provisions of
this Agreement or of modifying in any manner the rights of the Certificateholder
or the Noteholders; provided, however, that no such amendment shall (a) increase
or reduce in any manner the amount of, or accelerate or delay the timing of,
collections of payments on Receivables or distributions that shall be required
to be made for the benefit of the Certificateholder or the Noteholders or (b)
reduce the aforesaid percentage of the principal balance of the Notes required
to consent to any such amendment, without the consent of the Holders of all the
outstanding Notes and the Certificateholder.

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

      It shall not be necessary for the consent of Certificateholder or the
Noteholders pursuant to this Section to approve the particular form of any
proposed amendment or consent, but it shall be sufficient if such consent shall
approve the substance thereof. The manner of obtaining such consents (and any
other consents of the Certificateholder provided for in this Agreement or in any
other Transaction Document) and of evidencing the authorization of the execution
thereof by Certificateholder shall be subject to such reasonable requirements as
the Owner Trustee may prescribe. Promptly after the execution of any amendment
to the Certificate of Trust, the Owner Trustee shall cause the filing of such
amendment with the Secretary of State.

      Prior to the execution of any amendment to this Agreement or the
Certificate of Trust, the Owner Trustee (as such and in its individual capacity)
shall be entitled to receive and rely upon an Opinion of Counsel stating that
the execution of such amendment is authorized or permitted by this Agreement and
that all conditions precedent to the execution and delivery of such amendment
have been satisfied. The Owner Trustee (as such and in its individual capacity)
may, but shall not be obligated to, enter into any such amendment which affects
the Owner Trustee's or the Trust Company's own rights, powers, authority,
duties, benefits protection privileges, indemnities or immunities under this
Agreement or otherwise. Notwithstanding any other provision herein or elsewhere,
no amendment, supplement, waiver, or consent of or with respect to any of the
Transaction Documents that affects any right, power, authority, duty, benefit,
protection, privilege, immunity, or indemnity of the Owner Trustee or the Trust
Company shall be binding on the Owner Trustee or the Trust Company unless the
Owner Trustee and the Trust Company shall have expressly consented thereto in
writing.

      Section 10.2 No Legal Title to Issuer Trust Estate in Certificateholder.
The Certificateholder shall not have legal title to any part of the Issuer Trust
Estate. The

                                       29

<PAGE>

Certificateholder shall be entitled to receive distributions in accordance with
Article VIII. No transfer, by operation of law or otherwise, of any right, title
or interest of the Certificateholder to and in its ownership interest in the
Issuer Trust Estate shall operate to terminate this Agreement or dissolve the
trust hereunder or entitle any transferee to an accounting or to the transfer to
it of legal title to any part of the Issuer Trust Estate.

      Section 10.3 Limitations on Rights of Others. The provisions of this
Agreement are solely for the benefit of the Owner Trustee, the Trust Company,
the Depositor, the Certificateholders, the Servicer and, to the extent expressly
provided herein, the Lender Group Agents, the Indenture Trustee and the
Noteholders, and nothing in this Agreement, whether express or implied, shall be
construed to give to any other Person any legal or equitable right, remedy or
claim in the Issuer Trust Estate or under or in respect of this Agreement or any
covenants, conditions or provisions contained herein.

      Section 10.4 Notices. (a) Unless otherwise expressly specified or
permitted by the terms hereof, all notices and communications shall be in
writing and shall be deemed given upon receipt personally delivered, delivered
by overnight courier or mailed first class mail or certified mail, in each case
return receipt requested, and shall be deemed to have been duly given upon
receipt, if to the Owner Trustee, addressed to the Corporate Trust Office; if to
the Depositor, at such other address as shall be designated in the Sale and
Servicing Agreement or by such party in a written notice to each other party.

      (b) Any notice required or permitted to be given to a Certificateholder
shall be given by personal delivery, overnight courier or first-class mail,
postage prepaid, at the address of the Holder. Any notice so mailed within the
time prescribed in this Agreement shall be conclusively presumed to have been
duly given, whether or not the Certificateholder receives such notice.

      Section 10.5 Severability. Any provision of this Agreement that is
prohibited or unenforceable in any jurisdiction shall, as to such jurisdiction,
be ineffective to the extent of such prohibition or unenforceability without
invalidating the remaining provisions hereof, and any such prohibition or
unenforceability in any jurisdiction shall not invalidate or render
unenforceable such provision in any other jurisdiction.

      Section 10.6 Separate Counterparts. This Agreement may be executed by the
parties hereto in separate counterparts, each of which when so executed and
delivered shall be an original, but all such counterparts shall together
constitute but one and the same instrument.

      Section 10.7 Assignments. This Agreement shall inure to the benefit of and
be binding upon the parties hereto and their respective successors and permitted
assigns. Any request, notice, direction, consent, waiver or other instrument or
action by a Holder shall bind the successors and assigns of such Holder.

      Section 10.8 No Recourse. The Certificateholder by accepting the
Certificate acknowledges that the Certificate represents a beneficial interest
in the Trust only and does not represent interests in or obligations of the
Depositor, the Servicer, the Owner Trustee (as such or in its individual
capacity), the Indenture Trustee, the Lender Group Agents or any Affiliate
thereof and no recourse may be had against such Persons or their assets, except
as may be

                                       30

<PAGE>

expressly set forth or contemplated in this Agreement, the Certificate or the
Transaction Documents to which they are a party.

      Section 10.9 Headings. The headings of the various Articles and Sections
herein are for convenience of reference only and shall not define or limit any
of the terms or provisions hereof.

      Section 10.10 GOVERNING LAW. THIS AGREEMENT SHALL BE GOVERNED BY, AND
CONSTRUED IN ACCORDANCE WITH, THE LAWS OF THE STATE OF DELAWARE, WITHOUT
REFERENCE TO ITS CONFLICT OF LAW PROVISIONS, AND THE OBLIGATIONS, RIGHTS AND
REMEDIES OF THE PARTIES HEREUNDER SHALL BE DETERMINED IN ACCORDANCE WITH SUCH
LAWS.

      Section 10.11 Servicer. Servicer has power and authority and is authorized
to prepare, or cause to be prepared, execute, file and deliver on behalf of the
Trust all such documents, reports, filings, instruments, certificates and
opinions as it shall be the duty, or within the power, of the Trust or Owner
Trustee to prepare or cause to be prepared, execute, file or deliver pursuant to
the Transaction Documents. Upon written request, the Owner Trustee shall execute
and deliver to the Servicer a limited power of attorney appointing the Servicer
the Trust's agent and attorney-in-fact to prepare, or cause to be prepared,
execute, file and deliver all such documents, reports, filings, instruments,
certificates and opinions.

      Section 10.12 No Petition. The Owner Trustee (in its individual capacity
and as Owner Trustee), by entering into this Agreement, the Depositor, by
entering into this Agreement, each Certificateholder, by accepting a
Certificate, and the Indenture Trustee, the Agent and each Noteholder by
accepting the benefits of this Agreement, hereby covenants and agrees that they
will not at any time institute against the Depositor, the Trust or any
Noteholder, or join in any institution against the Depositor, the Trust or any
Noteholder of, any bankruptcy, reorganization, arrangement, insolvency or
liquidation proceedings, or other proceedings under any federal or state
bankruptcy or similar law in connection with any obligations relating to the
Certificate, the Notes, this Agreement or any of the Transaction Documents.

                  [Remainder of page intentionally left blank.]

                                       31

<PAGE>

      IN WITNESS WHEREOF, the parties hereto have caused this Trust Agreement to
be duly executed by their respective officers hereunto duly authorized as of the
day and year first above written.

                                    WILMINGTON TRUST COMPANY
                                     Owner Trustee

                                    By: /s/ Anita E. Dallago
                                        ----------------------------------------
                                        Name: Anita E. Dallago
                                        Title: Senior Financial Services Officer

                        SIGNATURE PAGE TO TRUST AGREEMENT

<PAGE>

                                              BAY VIEW WAREHOUSE CORPORATION
                                                Depositor

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

                        SIGNATURE PAGE TO TRUST AGREEMENT

<PAGE>

ACKNOWLEDGED AND AGREED:

BAY VIEW ACCEPIANCE CORPORATION

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

                        SIGNATURE PAGE TO TRUST AGREEMENT

<PAGE>

                                                                       EXHIBIT A

Number
R-1

                                   CERTIFICATE

evidencing a beneficial ownership interest in certain distributions of the
Trust, as defined below, the property of which includes a pool of retail
installment sale contracts secured by new or used automobiles, vans or light
duty trucks and sold to the Trust by the Depositor and the assets related
thereto.

      This Certificate is not transferable, except under the limited conditions
specified in the Trust Agreement.

(THIS CERTIFICATE DOES NOT REPRESENT AN INTEREST IN OR OBLIGATION OF THE
DEPOSITOR OR ANY OF ITS AFFILIATES, EXCEPT TO THE EXTENT DESCRIBED BELOW.)

      This certifies that Bay View Warehouse Corporation, a Delaware
corporation, is the registered owner of a nonassessable, fully-paid, beneficial
ownership interest in Bay View 2005 Warehouse Trust (the "Trust") formed by Bay
View Warehouse Corporation, a Delaware corporation (the "Depositor").

      The Trust was created pursuant to a Trust Agreement dated as of June 20,
2005 (as amended and restated from time to time, the "Trust Agreement"), between
the Depositor and Wilmington Trust Company, as owner trustee (the "Owner
Trustee"), a summary of certain of the pertinent provisions of which is set
forth below. To the extent not otherwise defined herein, the capitalized terms
used herein have the meanings assigned to them in the Trust Agreement.

      This is the duly authorized Certificate designated as "Certificate"
(herein called the "Certificate"). Also issued under the Indenture, dated as of
June 20, 2005, among the Trust and JPMorgan Chase Bank, N.A., as indenture
trustee, are one class of Automobile Receivables-Backed Notes, Series 2005-1,
(the "Notes"). This Certificate is issued under and is subject to the terms,
provisions and conditions of the Trust Agreement, to which Trust Agreement the
holder of this Certificate by virtue of the acceptance hereof assents and by
which such holder is bound. The property of the Trust includes a pool of retail
installment sale contracts secured by new and used automobiles, vans, sport
utility vehicles or light duty trucks (the "Receivables"), all monies due
thereunder on or after Initial Cutoff Date, security interests in the vehicles
financed thereby, certain bank accounts and the proceeds thereof, proceeds from
claims on certain insurance policies and certain other rights under the Trust
Agreement and the Sale and Servicing Agreement, all right to, and interest of
the Depositor in and to the Contribution Agreement dated as of June 20, 2005,
between Bay View Acceptance Corporation and the Depositor and all proceeds of
the foregoing.

      The Holder of this Certificate acknowledges and agrees that its rights to
receive distributions in respect of this Certificate are subordinated to the
rights of the Noteholders as described in the Sale and Servicing Agreement, the
Indenture, the Trust Agreement and the Transaction Documents, as applicable.

                                       A-1

<PAGE>

                                                                       EXHIBIT A

      Distributions on this Certificate will be made as provided in the Trust
Agreement by wire transfer or check mailed to the Certificateholder without the
presentation or surrender of this Certificate or the making of any notation
hereon. Except as otherwise provided in the Trust Agreement and notwithstanding
the above, the final distribution on this Certificate will be made after due
notice by the Owner Trustee of the pendency of such distribution and only upon
presentation and surrender of this Certificate at the office or agency
maintained for the purpose by the Indenture Trustee in New York, New York.

      The Certificate does not represent an obligation of, or an interest in,
the Depositor, the Servicer, the Owner Trustee (as such or in its individual
capacity) or any Affiliates of any of them and no recourse may be had against
such parties or their assets, except as may be expressly set forth or
contemplated herein or in the Trust Agreement, the Indenture or the Transaction
Documents to which they are a party. In addition, this Certificate is not
guaranteed by any governmental agency or instrumentality and is limited in right
of payment to certain collections with respect to the Receivables, all as more
specifically set forth herein and in the Indenture and the Sale and Servicing
Agreement and the Transaction Documents. A copy of each of the Indenture, the
Sale and Servicing Agreement and the Trust Agreement may be examined during
normal business hours at the principal office of the Depositor, and at such
other places, if any, designated by the Depositor, by any Certificateholder upon
written request.

      The Trust Agreement permits, with certain exceptions therein provided, the
amendment thereof and the modification of the rights and obligations of the
Depositor under the Trust Agreement at any time by the Depositor and the Owner
Trustee with the consent of the Noteholders and the Certificateholder. Any such
consent by the Holder of this Certificate shall be conclusive and binding on
such Holder and on all future Holders of this Certificate and of any Certificate
issued upon the transfer hereof or in exchange hereof or in lieu hereof whether
or not notation of such consent is made upon this Certificate. The Trust
Agreement also permits the amendment thereof, in certain limited circumstances,
without the consent of the Certificateholder or the Noteholders.

      As provided in the Trust Agreement and subject to certain limitations
therein set forth, the transfer of this Certificate is registerable in the
Certificate Register upon surrender of this Certificate for registration of
transfer at the offices or agencies of the Certificate Registrar maintained by
the Certificate Registrar in New York, New York, accompanied by a written
instrument of transfer in form satisfactory to the Owner Trustee and the
Certificate Registrar duly executed by the holder hereof or such holder's
attorney duly authorized in writing, and thereupon a new Certificate evidencing
the same aggregate interest in the Trust will be issued to the designated
transferee. The initial Certificate Registrar appointed under the Trust
Agreement is JPMorgan Chase Bank, N.A. No service charge will be made for any
such registration of transfer or exchange, but the Owner Trustee or the
Certificate Registrar may require payment of a sum sufficient to cover any tax
or governmental charge payable in connection therewith.

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

                                       A-2

<PAGE>

                                                                       EXHIBIT A

      The obligations and responsibilities created by the Trust Agreement and
the Trust created thereby shall terminate upon the payment to the
Certificateholder of all amounts required to be paid to it pursuant to the Trust
Agreement and the Indenture and the disposition of all property held as part of
the Trust.

      The Certificate may not be acquired by (a) an employee benefit plan (as
defined in Section 3(3) of ERISA) that is subject to the provisions of Title I
of ERISA, (b) a plan (as defined in Section 4975(e)(1) of the Code) that is
subject to subject to Section 4975 or (c) any entity whose underlying assets
include assets of a plan described in (a) or (b) above by reason of such plan's
investment in the entity (each, a "Benefit Plan"). By accepting and holding this
Certificate, the Holder hereof shall be deemed to have represented and warranted
that it is not a Benefit Plan.

      The recitals contained herein shall be taken as the statements of the
Depositor or the Servicer, as the case may be, and the Owner Trustee assumes no
personal responsibility for the correctness thereof. The Owner Trustee makes no
representations as to the validity or sufficiency of this Certificate or of any
Receivable or related document.

      Unless the certificate of authentication hereon shall have been executed
by an authorized officer of the Owner Trustee, by manual or facsimile signature,
this Certificate shall not entitle the Holder hereof to any benefit under the
Trust Agreement, the Indenture or the Sale and Servicing Agreement or be valid
for any purpose.

      THIS CERTIFICATE SHALL BE GOVERNED BY, AND CONSTRUED IN ACCORDANCE WITH,
THE LAWS OF THE STATE OF DELAWARE, WITHOUT REFERENCE TO ITS CONFLICT OF LAW
PROVISIONS, AND THE OBLIGATIONS, RIGHTS AND REMEDIES OF THE PARTIES HEREUNDER
SHALL BE DETERMINED IN ACCORDANCE WITH SUCH LAWS.

      TRANSFER OF THIS CERTIFICATE IS SUBJECT TO CERTAIN RESTRICTIONS SET FORTH
IN SECTION 3.8 OF THE TRUST AGREEMENT.

                                       A-3

<PAGE>

                                                                       EXHIBIT A

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

                                 BAY VIEW 2005 WAREHOUSE TRUST

                                 By: WILMINGTON TRUST COMPANY, not in
                                     its individual capacity but solely as Owner
                                     Trustee

Dated:  ________________________    By ____________________________________

                                       A-4

<PAGE>

                                                                       EXHIBIT A

      OWNER TRUSTEE'S CERTIFICATE OF AUTHENTICATION

This is the Certificate referred to in the within-mentioned Trust Agreement.

                                               WILMINGTON TRUST COMPANY,
                                             not in its individual capacity
                                              but solely as Owner Trustee

                                        By: ____________________________________

                                       A-5

<PAGE>

                                                                       EXHIBIT A

                                   ASSIGNMENT

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

PLEASE INSERT SOCIAL SECURITY
OR OTHER IDENTIFYING NUMBER
OF ASSIGNEE

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

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

____________________________________ Attorney to transfer said Certificate on
the books of the Certificate Registrar, with full power of substitution in the
premises.

Dated:                                  _______________________________________*
                                         Signature

Guaranteed:                             _______________________________________*

-------------------
*Notice: The signature to this assignment must correspond with the name of the
         registered owner as it appears on the face of the within Certificate in
         every particular, without alteration, enlargement or any change
         whatever. Such signature must be guaranteed by an "eligible guarantor
         institution" meeting the requirements of the Certificate Registrar,
         which requirements include membership or participation in STAMP or such
         other "signature guarantee program" as may be determined by the
         Certificate Registrar in addition to, or in substitution for, STAMP,
         all in accordance with the Securities Exchange Act of 1934, as amended.

                                       A-6

<PAGE>

                                    EXHIBIT B

                                     FORM OF

                              CERTIFICATE OF TRUST

                                       OF

                          BAY VIEW 2005 WAREHOUSE TRUST

      THIS Certificate of Trust of BAY VIEW 2005 WAREHOUSE TRUST (the "Trust")
is being duly executed and filed on behalf of the Trust by the undersigned, as
owner trustee, to form a statutory trust under the Delaware Statutory Trust Act
(12 Del. C. Section 3801 et seq.) (the "Act").

      1. Name. The name of the statutory trust formed by this Certificate of
Trust is "Bay View 2005 Warehouse Trust."

      2. Delaware Trustee. The name and business address of a trustee of the
Trust having its principal place of business in the State of Delaware is One
Rodney Square North, 1100 Market Street, Wilmington, Delaware 19890-0001.

      3. Effective Date. This Certificate of Trust shall be effective upon
filing.

      IN WITNESS WHEREOF, the undersigned has duly executed this Certificate of
Trust in accordance with Section 3811(a)(1) of the Act.

                                               WILMINGTON TRUST COMPANY,
                                             not in its individual capacity
                                              but solely as Owner Trustee

                                        By: ____________________________________

                                       B-1