<PAGE>

                                                                    EXHIBIT 10.5

                                                                  EXECUTION COPY

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

                             NOTE PURCHASE AGREEMENT

                                      among

                         BAY VIEW ACCEPTANCE CORPORATION
                               (the "Contributor")

                          BAY VIEW 2005 WAREHOUSE TRUST
                                 (the "Issuer")

                     FALCON ASSET SECURITIZATION CORPORATION

                                       and

                          FAIRWAY FINANCE COMPANY, LLC
                           (the "Initial Purchasers")

               JPMORGAN CHASE BANK, N.A. and HARRIS NESBITT CORP.
                           (the "Lender Group Agents")

                 JPMORGAN CHASE BANK, N.A. and BANK OF MONTREAL
                         (the "Financial Institutions")

                                       and

                            JPMORGAN CHASE BANK, N.A.
                          (the "Administrative Agent")

                            Dated as of June 20, 2005

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

<PAGE>

                                TABLE OF CONTENTS

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

     Section 1.01.   Certain Defined Terms ...............................................................   1
     Section 1.02.   Other Definitional Provisions........................................................   6

Article II           Purchase and Sale....................................................................   6

     Section 2.01.   Initial Purchase and Sale of the Notes...............................................   6
     Section 2.02.   Initial Advance Amount...............................................................   7
     Section 2 03    Advances; Revolving Pre-Funding Account..............................................   7
     Section 2 04    Interest Rates.......................................................................   8
     Section 2.05.   Taxes................................................................................   9
     Section 2.06.   Extension of Commitment Expiry Date..................................................  11

Article III          Closing..............................................................................  11

     Section 3.01.   Initial Funding Date ................................................................  11
     Section 3.02.   Transactions to Be Effected..........................................................  11

Article IV           Conditions Precedent to Purchase On The Initial Funding Date.........................  11

     Section 4.01.   Conditions to Initial Purchase.......................................................  11
     Section 4.02.   Conditions Precedent to Advances.....................................................  12

Article V            Representations And Warranties.......................................................  13

     Section 5.01.   Authority, Etc.......................................................................  14
     Section 5.02.   Notes................................................................................  14
     Section 5.03.   Litigation...........................................................................  14
     Section 5.04.   Taxes, Etc...........................................................................  15
     Section 5.05.   Financial Condition..................................................................  15
     Section 5.06.   Transaction Document Representations and Warranties..................................  15
     Section 5.07.   Issuer and Servicer Representations and Warranties...................................  15
     Section 5.08.   No Registration of the Note; No Qualification of the Indenture.......................  15
     Section 5.09.   Power and Authority..................................................................  15
     Section 5.10.   Confirmation of Written Information..................................................  15

Article VI           Covenants Of The Parties.............................................................  16

     Section 6.01.   Information from the Transaction Parties.............................................  16
     Section 6.02.   Covenants............................................................................  16
</TABLE>

                                      -i-

<PAGE>

<TABLE>
<S>                  <C>                                                                                    <C>
Article VII          Additional Covenants.................................................................  16

     Section 7.01.   Expenses.............................................................................  16
     Section 7.02.   Restrictions on Transfer.............................................................  17
     Section 7.03.   Securities Act.......................................................................  17

Article VIII         Indemnification......................................................................  17

     Section 8.01.   Indemnification by the Contributor...................................................  17
     Section 8.02.   Procedure............................................................................  17
     Section 8.03.   Defense of Claims....................................................................  17

Article IX           Miscellaneous........................................................................  18

     Section 9.01.   Amendments...........................................................................  18
     Section 9.02.   Notices..............................................................................  18
     Section 9.03.   No Waiver; Remedies..................................................................  18
     Section 9.04.   Binding Effect; Assignability........................................................  19
     Section 9.05.   Provision of Documents and Information...............................................  20
     Section 9.06.   Governing Law; Jurisdiction..........................................................  20
     Section 9.07.   No Proceedings.......................................................................  20
     Section 9.08.   Execution in Counterparts............................................................  20
     Section 9.09.   Waiver of Set-off....................................................................  21
     Section 9.10.   Corporate Obligations - Issuer.......................................................  21
     Section 9.11.   Survival.............................................................................  21
     Section 9.12.   Appointment of Administrative Agent for the Purchasers and
                     Lender Group Agents..................................................................  21
     Section 9.13.   Bankruptcy Petition Against any CP Issuing Purchaser.................................  23
     Section 9.14.   Trial by Jury Waived.................................................................  24
     Section 9.15.   Severability of Provisions...........................................................  24
     Section 9.16.   Captions.............................................................................  24
     Section 9.17.   Integration..........................................................................  24
     Section 9.18.   Limitation of Liability..............................................................  24
</TABLE>

Schedule I -- Addresses for Notices
Exhibit A -- Pre-Funding Services Report
Exhibit B -- Funding Request

                                      -ii-
<PAGE>

      THIS NOTE PURCHASE AGREEMENT (the "Agreement") is dated and made as of
June 20, 2005, by and among Bay View 2005 Warehouse Trust (the "Issuer"), Bay
View Acceptance Corporation (the "Contributor"), FALCON ASSET SECURITIZATION
CORPORATION and FAIRWAY FINANCE COMPANY, LLC, as the initial Noteholders (the
"Initial Purchasers"), JPMORGAN CHASE BANK, N.A. and BANK OF MONTREAL (the
"Financial Institutions"; and together with the Initial Purchasers, the
"Purchasers"), JPMORGAN CHASE BANK, N.A. and HARRIS NESBITT CORP. as Lender
Group Agents (as defined below), and JPMORGAN CHASE BANK, N.A. as administrative
agent for the Purchasers and the Lender Group Agents (the "Administrative
Agent").

      The parties hereto hereby agree as follows:

                                   ARTICLE I

                                  DEFINITIONS

      Section 1.01. Certain Defined Terms. Capitalized terms used herein without
definition shall have the meanings set forth in the Indenture (as defined
below), as applicable. Additionally, the following terms shall have the
following meanings:

      "Advance" means a payment by a Noteholder under its Note pursuant to the
provisions of Section 2.03 hereof or Section 2.13 of the Indenture.

      "Advance Date" means the Funding Date on which each Advance occurs.

      "Agents" means the Lender Group Agents and the Administrative Agent.

      "Aggregate Advance" has the meaning specified in Section 2.03 hereof.

      "Assignment Agreement" means an assignment agreement entered into by a
Noteholder and a permitted assignee pursuant to Section 9.04, pursuant to which
such assignee may become a party to this Agreement.

      "Business Day" has the meaning ascribed to such term in the Indenture.

      "Commercial Paper" means promissory notes issued by a CP Issuing Purchaser
in the United States commercial paper market.

      "Commitment Expiry Date" means June 19, 2006, as such date may be extended
from time to time pursuant to Section 2.06 hereof.

      "Contribution Agreement" means the Contribution Agreement, dated as of
June 20, 2005, between the Contributor and the Depositor relating to the
transfer of Receivables by the Contributor to the Depositor, as amended,
modified or otherwise supplemented from time to time in accordance with the
terms thereof.

<PAGE>

      "CP Costs" means, for each day, the sum of (i) discount or yield accrued
on Pooled Commercial Paper (as defined below) on such day, plus (ii) any and all
accrued commissions in respect of placement agents and dealers for the
applicable Purchaser's commercial paper, and issuing and paying agent fees
incurred, in respect of such Pooled Commercial Paper for such day, plus (iii)
other costs associated with funding small or odd-lot amounts with respect to all
receivable purchase facilities which are funded by Pooled Commercial Paper for
such day, minus (iv) any accrual of income net of expenses received on such day
from investment of collections received under all receivable purchase facilities
funded substantially with Pooled Commercial Paper, minus (v) any payment
received on such day net of expenses in respect of liquidation fees related to
any prepayment of any receivable interest of such Initial Purchaser pursuant to
the terms of any receivable purchase facilities funded substantially with Pooled
Commercial Paper. In addition to the foregoing costs, if the Issuer shall
request any purchase hereunder during any period of time determined by the
Lender Group Agent for such Purchaser in its sole discretion to result in
incrementally higher CP Costs applicable to such Purchase, the principal amount
of any Note Advance associated with any such Purchase shall, during such period,
be deemed to be funded by such Purchaser in a special pool (which may include
capital associated with other receivable purchase facilities) for purposes of
determining such additional CP Costs applicable only to such special pool and
charged each day during such period against such Capital. Each Note Advance
funded substantially with Pooled Commercial Paper will accrue CP Costs each day
on a pro rata basis, based upon percentage share the principal amount of such
Note Advance represents in relation to all assets held by such Purchaser and
funded substantially with Pooled Commercial Paper.

      "CP Disruption" means the inability of a CP Issuing Purchaser, at any
time, whether as a result of a prohibition or any event or circumstance
whatsoever, to raise funds through the issuance of Commercial Paper in the
United States commercial paper market.

      "CP Issuing Purchaser" means a Purchaser that issues Commercial Paper and
may fund all or any portion of any purchase of a Note hereunder through the
issuance of Commercial Paper.

      "CP Rate" means, when used in reference to either of the Initial
Purchasers shall have, when used in reference to any Purchaser, for each day
during a Fixed Period and to the extent such Purchaser funds a Note Advance on
such day through the issuance of Notes, the aggregate CP Costs for each day
during such Fixed Period associated with the principal amount of such Note
Advance, expressed as a percentage of such principal amount and converted to an
interest bearing equivalent rate per annum.

      "CP Tranche" means any portion of the Note Principal Balance funded by a
CP Issuing Purchaser.

      "Depositor" means Bay View Warehouse Corporation, a Delaware corporation,
and its successors.

      "Fairway Lender Group" means Fairway Finance Company, LLC, Harris Nesbitt
Corp. and Bank of Montreal.

                                       2
<PAGE>

      "Federal Bankruptcy Code" means the Bankruptcy Code of the United States
of America codified in Title 11 of the United States Code, as amended from time
to time.

      "Financial Institution" means any financial institution which from time to
time may become a party hereto as a Financial Institution and party to a
Liquidity Agreement as a party to whom a CP Issuing Purchaser may assign all or
a portion of such CP Issuing Purchaser's Note(s).

      "Fixed Period" means the period commencing on the twentieth day of each
calendar month and ending on twentieth day of the next succeeding calendar
month.

      "Formal Transfer Requirements" means the formal requirements related to
the transfer of receivables from the Contributor to the Depositor and then from
the Depositor to the Issuer and related "tagging" and identification of such
receivables prescribed by the Contribution Agreement, the Sale and Servicing
Agreement and/or the Indenture.

      "Governmental Action" means any and all consents, approvals, permits,
orders, authorizations, waivers, exceptions, variances, exemptions or licenses
of, or registrations, declarations or filings with, any Governmental Authority
required under any Governmental Rule.

      "Governmental Authority" means any nation or government, any state or
other political subdivision thereof, and any agency, department or other entity
exercising executive, legislative, judicial, regulatory or administrative
functions of or pertaining to government.

      "Governmental Rule" means any and all laws, statutes, codes, rules,
regulations, ordinances, orders, writs, decrees and injunctions, of any
Governmental Authority and any and all legally binding conditions, standards,
prohibitions, requirements and judgments of any Governmental Authority.

      "Indemnified Party" means each Purchaser, including without limitation
each Initial Purchaser and each Financial Institution, and the Agents, and their
respective officers, members, directors, employees, agents, representatives,
successors and assignees.

      "Indenture" means the Indenture dated as of June 20, 2005 between the
Issuer and JPMorgan Chase Bank, N.A., as Indenture Trustee, as amended, modified
or otherwise supplemented from time to time in accordance with the terms
thereof.

      "Initial Advance Amount" has the meaning specified in Section 2.02 hereof.

      "Initial Funding Date" has the meaning specified in Article III hereof.

      "Initial Purchasers" means each of Falcon Asset Securitization Corporation
("Falcon"), a Delaware limited liability company, and Fairway Finance Company,
LLC ("Fairway"), a Delaware limited liability company, the administrator for
which is Harris Nesbitt Corp., and their successors and assigns.

      "Falcon Lender Group" means Falcon and JPMorgan Chase Bank, N.A.

                                       3
<PAGE>

      "Lender Group" means the Falcon Lender Group or the Fairway Lender Group.

      "Lender Group Agent" means, with respect to the Falcon Lender Group,
JPMorgan Chase Bank, N.A., not individually but as agent for such Lender Group,
and with respect to the Fairway Lender Group, Harris Nesbitt Corp., as
administrator for Fairway Finance Company, LLC, not individually but as agent
for such Lender Group.

      "LIBOR" means the rate per annum equal to the applicable British Bankers'
Association Interest Settlement Rate for deposits in U.S. dollars appearing on
Reuters Screen FRBD as of 11:00 a.m. (London time) two Business Days prior to
the first day of the relevant Tranche Period, and having a maturity equal to
such Tranche Period, provided that, (i) if Reuters Screen FRBD is not available
to the Administrative Agent for any reason, the applicable LIBOR for the
relevant Tranche Period shall instead be the applicable British Bankers'
Association Interest Settlement Rate for deposits in U.S. dollars as reported by
any other generally recognized financial information service as of 11:00 a.m.
(London time) two Business Days prior to the first day of such Tranche Period,
and having a maturity equal to such Tranche Period, and (ii) if no such British
Bankers' Association Interest Settlement Rate is available to the Administrative
Agent, the applicable LIBOR for the relevant Tranche Period shall instead be the
rate determined by the Administrative Agent to be the rate at which JPMorgan
Chase Bank, N.A. offers to place deposits in U.S. dollars with first-class banks
in the London interbank market at approximately 11:00 a.m. (London time) two
Business Days prior to the first day of such Tranche Period, in the approximate
amount to be funded at LIBOR and having a maturity equal to such Tranche Period,
divided by (b) one minus the maximum aggregate reserve requirement (including
all basic, supplemental, marginal or other reserves) which is imposed against
the Administrative Agent in respect of Eurocurrency liabilities, as defined in
Regulation D of the Board of Governors of the Federal Reserve System as in
effect from time to time (expressed as a decimal), applicable to such Tranche
Period plus LIBOR shall be rounded, if necessary, to the next higher 1/16 of 1%.

      "LIBOR Tranche" means any portion of the Note Principal Balance of any
Note funded by any Purchaser through the borrowing of loans (or the sale of
participation interests) at an interest rate based on LIBOR.

      "Liquidity Agreement means any agreement between a CP Issuing Purchaser
and an affiliated Financial Institution, including, without limitation, (i) that
certain Asset Purchase Agreement (Bay View Warehouse Corporation) dated as of
June 20, 2005, by and among Falcon, the Falcon Lender Group Agent, and the
"Assignees" from time to time party thereto, as amended, restated, supplemented
or otherwise modified from time to time in accordance with the terms thereof,
and (ii) that certain Amended and Restated Liquidity Asset Purchase Agreement
dated as of October 20, 2000, by and among Fairway, Bank of Montreal, and the
"Assignees" from time to time party thereto, as amended, restated, supplemented
or otherwise modified from time to time in accordance with the terms thereof.

      "London Business Day" means any Business Day on which commercial banks are
open for international business in London, England.

      "Note" has the meaning ascribed to it in the Indenture.

                                       4
<PAGE>

      "Note Advance" means an Advance under a Note.

      "Noteholder" means any holder of a Note.

      "Pool" means the aggregation of Receivables and related assets contained
from time to time in the Issuer's trust estate.

      "Pooled Commercial Paper" means commercial paper notes of a Purchaser
subject to any particular pooling arrangement by such Purchaser, but excluding
commercial paper issued by such Purchaser for a tenor and in an amount
specifically requested by any Person in connection with any agreement effected
by such Purchaser.

      "Pre-Funded Collateral" means the lesser of (a) $15,000,000 and (b) the
amount on deposit in the Pre-Funding Account plus the product of the Pre-Funded
Receivables times the Pre-Funding Advance Percentage.

      "Pre-Funded Receivables" means accounts receivable purchased by the Issuer
with the proceeds of a distribution from the Pre-Funding Account and which are
owned and identified or identifiable as such by the Issuer, but with respect to
which the Formal Transfer Requirements have not been completed.

      "Pre-Funding Account" means the account established and maintained
pursuant to Section 5.01(a)(iii) of the Indenture.

      "Pre-Funding Advance Percentage" has the meaning ascribed to it in the
Monthly Servicer Report.

      "Pre-Funding Receivables Advance" means as of any Funding Date, (a) the
lesser of (i) $15,000,000 and (ii) the Issuer's projected borrowing needs for
such week minus (b) the amount on deposit in the Pre-Funding Account on such
date.

      "Pre-Funding Servicer Report" means a report in the form attached hereto
as Exhibit A.

      "Pre-Funding Transfer Date" means the Business Day on which a Pre-Funding
Servicer Report is received from the Issuer by the Servicer, with a copy to each
Lender Group Agent and the Indenture Trustee by 1:00 p.m. Eastern time (or if
received after such time, the next Business Day).

      "Prime Rate Tranche" means any portion of the Note Principal Balance of
any Note that is not a CP Tranche or a LIBOR Tranche.

      "Pro Rata Share" means, with respect to each Noteholder, a fraction,
expressed as a percentage the numerator of which is the face amount of such
Noteholder's Note and the denominator of which is the Maximum Outstanding Note
Amount. On the Initial Funding Date, the Falcon Lender Group's Pro Rata Share
shall be 67% and the Fairway Lender Group's Pro Rata Share shall be 33%.

                                       5
<PAGE>

      "Purchasers" means the Initial Purchasers, the Financial Institutions and
any other Purchaser of a Note from time to time party hereto.

      "Sale and Servicing Agreement" means the Sale and Servicing Agreement,
dated as of June 20, 2005, among the Issuer, the Depositor, the Indenture
Trustee, the Backup Servicer and the Servicer, relating to the transfer of the
Receivables and related Deposited Assets from the Depositor to the Issuer and
the servicing of the Receivables and the rest of the Trust Estate, as the same
may be amended, modified or otherwise supplemented from time to time in
accordance with the terms thereof.

      "Third Party Claim" has the meaning specified in Section 8.02 hereof.

      "Tranche" means a Prime Rate Tranche, a CP Tranche and/or a LIBOR Tranche.

      "Transaction Party" means each of the Issuer, the Contributor, the
Depositor, the Servicer and the Custodian.

      "Trust Agreement" means the Amended and Restated Trust Agreement, dated
June 20, 2005 by and between Bay View Warehouse Corporation and Wilmington Trust
Company.

   Section 1.02. Other Definitional Provisions. (a) 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.

      (b) As used herein and in any certificate or other document made or
delivered pursuant hereto or thereto, accounting terms not defined in Section
1.01, and accounting terms partially defined in Section 1.01 to the extent not
defined, shall have the respective meanings given to them under generally
accepted accounting principles. To the extent that the definitions of accounting
terms herein are inconsistent with the meanings of such terms under generally
accepted accounting principles, the definitions contained herein shall control.

      (c) The words "hereof," "herein" and "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; and Article, Section,
subsection, Schedule and Exhibit references contained in this Agreement are
references to Articles, Sections, subsections, the Schedule and Exhibits in or
to this Agreement unless otherwise specified.

                                   ARTICLE II

                               PURCHASE AND SALE

   Section 2.01. Initial Purchase and Sale of the Notes. On the terms and
subject to the conditions set forth in this Agreement, and in reliance on the
covenants, representations, warranties and agreements herein set forth, the
Issuer shall sell to the Initial Purchasers, and the Initial Purchasers shall
purchase, on the Initial Funding Date, Notes with an aggregate outstanding
principal amount of $266,513,454.44.

                                       6
<PAGE>

   Section 2.02. Initial Advance Amount. On the Initial Funding Date, Notes will
be purchased at a price (the "Initial Advance Amount") equal to $273,200,000.00
in the aggregate.

   Section 2.03. Advances; Pre-Funding Account. (a) The Initial Purchasers, with
respect to the Notes, may be requested by the Issuer to make Advances from time
to time in accordance with, and subject to the conditions and terms of the
Indenture and upon the satisfaction, as of the applicable Advance Date but other
than in connection with an Advance that is to be funded into the Pre-Funding
Account, of each of the conditions set forth in Sections 2.11 or 2.12 of the
Indenture and Sections 4.01 and/or 4.02 hereof. Advances shall be funded
pursuant to Section 2.14 of the Indenture. The aggregate amount of Advances to
be made pursuant to any Funding Request (as defined below) is referred to as an
"Aggregate Advance" and each Noteholder's Note Advance as part of such Aggregate
Advance shall be in an amount equal to its Pro Rata Share of the Noteholder
Advances which are part of such Aggregate Advance. Unless otherwise agreed to by
the Lender Group Agents, each Aggregate Advance shall be in a minimum amount of
$1,000,000, provided that: (i) after giving effect to such Aggregate Advance,
the Note Principal Balance with respect to the Notes shall not exceed the
Maximum Outstanding Note Amount and the amount on deposit in the Spread Account
shall be equal to or greater than the Requisite Amount, (ii) the number of
Aggregate Advances shall not exceed two during any calendar week and (iii) the
Issuer shall, by 1:00 p.m. Eastern time at least one (1) Business Day prior to
the proposed date of such Aggregate Advance, give the Lender Group Agents an
irrevocable written notice in substantially the form attached hereto as Exhibit
B, (each a "Funding Request") specifying: (aa) the proposed date of such
Aggregate Advance, (bb) the amount of such Aggregate Advance and the amount of
each Note Advance which shall comprise such Aggregate Advance, (cc) the amount,
if any, of such Aggregate Advance to be deposited in accordance with Section
2.14 of the Indenture together with the bank account to which any such funds
shall be sent, (dd) a computation of the Receivables Advance Amount, (ee) a
calculation of the Requisite Amount after giving effect to such Aggregate
Advance, and (ff) the amount, if any, to be allocated from such Aggregate
Advance and deposited to the Spread Account on the related Funding Date such
that the amount on deposit therein is equal to or greater than the Requisite
Amount. Each Funding Request shall also include a computation demonstrating that
after giving effect to such Aggregate Advance, the Collateral Test Amount shall
not be less than zero (0) and that the representations and warranties set forth
in Section 3.02(a)(xxv) of the Sale and Servicing Agreement are true and correct
with respect to the Subsequent Receivables to be transferred on the proposed
date of such Advance. Each Noteholder shall transfer the amount of its Advance
or Advances in immediately available funds to the account and on the date of the
Aggregate Advance specified in such request. The purchase price of each Advance
shall be funded to the Pre-Funded Account or paid in accordance with Section
2.14 of the Indenture.

   Section 2.04.

      (i) Notwithstanding the foregoing subsection 2.03(a)(ii), the Issuer shall
use reasonable efforts to limit the number of Funding Requests submitted to the
Lender Group Agents to two per week. Such request shall be made to the Lender
Group Agents by 1:00 pm Eastern time one (1) Business Day prior and shall
include the requested Pre-Funded Receivables Advance.

                                       7
<PAGE>

            (ii) No later than the Initial Funding Date, pursuant to Section
5.01 of the Indenture, the Indenture Trustee shall establish and maintain a
trust account in the name of the Issuer which shall at all times be an Eligible
Account and shall be titled "Pre-Funding Account, JPMorgan Chase Bank, N.A., in
trust for the Noteholders" (the "Pre-Funding Account"). The Indenture Trustee
shall, promptly upon receipt, deposit in the Pre-Funding Account, and retain
therein, the Pre-Funding Receivables Advance, remitted either on the Initial
Funding Date by the Depositor, or on any Funding Date by the Noteholders. Funds
deposited in the Pre-Funding Account shall be held in trust for, and shall
constitute cash collateral for the obligations owed by the Issuer to the
Noteholders. The Pre-Funded Amount may not exceed $15,000,000 at any time. If,
at any time, funds in the Pre-Funding Account are released to the Issuer to fund
a Pre-Funded Receivable that is prepaid, such funds shall be redeposited by the
Issuer into the Pre-Funding Account.

            (iii) The Indenture Trustee will invest funds deposited in the
Pre-Funding Account in Eligible Investments as directed by the Depositor in
writing. For federal income tax purposes, the Depositor shall be the owner of
the Pre-Funding Account and shall report all items of income, deduction, gain or
loss arising therefrom. All income and gain realized from investment of funds
deposited in the Pre-Funding Account shall be transferred to the Depositor as
requested by the Depositor in writing. The Depositor shall deposit in the
Pre-Funding Account the amount of any net loss incurred in respect of any such
Eligible Investment immediately upon realization of such loss without any right
of reimbursement therefor.

      (c) Pre-Funded Receivables Advances shall be withdrawn by the Indenture
Trustee as follows:

            (i) On any Pre-Funding Transfer Date, the Indenture Trustee, in
accordance with the Pre-Funding Servicer Report, shall withdraw from the
Pre-Funding Account an amount equal to the lesser of (a) the amount on deposit
in the Pre-Funding Account and (b) the product of (i) the Pre-Funding Advance
Percentage times (ii) the aggregate principal balance of the Pre-Funded
Receivables transferred and assigned to the Indenture Trustee for deposit in the
Pool on such Pre-Funding Transfer Date (other than those that comprise the
Formal Transfer Requirements), and pay such amount to or upon the order of the
Depositor upon satisfaction of the conditions set forth in Section 2.12 of the
Indenture;

            (ii) At the written request of the Noteholders, to return to the
Purchasers, any remaining funds on deposit in the Pre-Funding Account;

            (iii) To withdraw any amount not required to be deposited in the
Pre-Funding Account or deposited therein in error; and

            (iv) To clear and terminate the Pre-Funding Account upon the
termination of this Agreement, with any amounts remaining on deposit therein
being paid to the Noteholders then entitled to distributions in respect of
principal.

   Section 2.05. Interest Rates. (a) Any portion of the Note Principal Balance
of any Note shall be a LIBOR Tranche unless: (i) it is held by a CP Issuing
Purchaser and is allocated to a CP Tranche; (ii) on or prior to the first day of
the next related Interest Rate Period, a Lender

                                       8
<PAGE>

Group Agent has given the Issuer and the Servicer notice that the introduction
of or any change in or in the interpretation of any law or regulation makes it
unlawful, or that any central bank or other Governmental Authority asserts that
it is unlawful, for the Purchaser affiliated with such Lender Group Agent to
fund Advances pursuant to Section 2.01 and 2.02 or 2.03 hereof or, in the case
of a CP Issuing Purchaser, the related Financial Institution under the related
Liquidity Agreement to fund the purchase of Advances at LIBOR (and the
affiliated Lender Group Agent shall not have subsequently notified the Servicer
and the Issuer that such circumstances no longer exist); (iv) such Interest Rate
Period is not a period of one month; (v) such Tranche was not designated a LIBOR
Tranche by 3:00 p.m. (New York, New York time) on the third London Business Day
preceding the first day of such Interest Rate Period; or (vi) the outstanding
principal amount of such Tranche is less than $ 1,000,000. In each case in which
a portion of the related Note Principal Balance is not allocated to a CP Tranche
or a LIBOR Tranche it shall be a Prime Rate Tranche.

      (b) The Lender Group Agent for the affected Lender Group shall select the
duration of the Interest Rate Period related to each Tranche. In selecting such
Interest Rate Periods, such Agent shall use reasonable efforts, taking into
consideration market conditions.

      (c) The Lender Group Agents shall, within five (5) Business Days of the
twentieth (20th) day of each calendar month, deliver to the Administrative Agent
one consolidated invoice for interest accrued during, and any fees or other
charges payable with respect to the immediately prior calendar month (the
"Invoice"). Upon the occurrence and during the continuance of any Termination
Event, the duration of any Interest Rate Period that commences during such
period on or after such date shall be of such duration as shall be selected by
the Lender Group Agents. In addition, if a CP Disruption shall have occurred and
be continuing, a CP Issuing Purchaser, or the Financial Institution affiliated
with such Purchaser, on its behalf, may, upon notice to the Servicer, the Issuer
and the Indenture Trustee, terminate any Interest Rate Period then in effect for
any CP Tranche (it being understood that, upon such termination, the portion of
the Note Principal Balance of any Note held by such Purchaser and allocated to
such CP Tranche shall be reallocated to a LIBOR Tranche or a Prime Rate Tranche
as provided in clause (a)). Interest on each Tranche during each Interest Rate
Period shall accrue at the applicable Note Interest Rate for the applicable Note
and such Interest Rate Period and all accrued and unpaid interest on each
Tranche shall be payable on each Payment Date in accordance with the terms of
the Indenture. Interest with respect to any Tranche due but not paid on any
Payment Date will be due on the next succeeding Payment Date together with
Overdue Interest as calculated in accordance with the terms of the Indenture.

      Section 2.06. Taxes. (a) All payments made by the Issuer under this
Agreement, the Indenture, the Notes, the other Transaction Documents and any
other agreement or document executed in connection with any of the foregoing, to
or for the benefit of any Purchaser shall be made, to the extent allowed by law,
free and clear of, and without deduction or withholding for or on account of,
any present or future taxes, levies, imposts, duties, charges, fees, deductions
or withholdings, now or hereafter imposed, levied, collected, withheld or
assessed by any Governmental Authority having taxing authority (excluding income
taxes, branch profits or franchise taxes imposed or based on income or gross
receipts imposed on any Purchaser or Lender Group, any Lender Group Agent or the
Administrative Agent as a result of any present or former connection between the
jurisdiction of the government or taxing authority imposing such

                                       9
<PAGE>

tax or any political subdivision or taxing authority thereof or therein and such
Agent or Purchaser (other than any connection arising solely from such Agent or
Purchaser having executed, delivered or performed its obligations or received a
payment under, or enforced, this Agreement or the Note or any other related
document to which any Purchaser or any Agent is a party)) (all such non-excluded
taxes, levies, imposts, duties, charges, fees, deductions and withholdings being
hereinafter called "Taxes"). If any Taxes are required to be withheld from any
amounts payable to or under any Note, (i) the sum payable shall be increased as
may be necessary so that, after making all required deductions (including
deductions applicable to additional sums payable under this Section 2.05) the
applicable Purchaser or Agent receives an amount equal to the sum it would have
received had no such deductions been made, (ii) the Issuer shall make such
deductions, (iii) the Issuer shall pay the full amount deducted to the relevant
taxing authority or other authority in accordance with applicable law, (iv) the
Lender Group Agents shall furnish to the Issuer, at its address referred to in
the Indenture, the original or a certified copy of a receipt evidencing payment
thereof, and (v) in the event the applicable Purchaser or Agent receives a
refund of any Taxes paid by the Issuer pursuant to Section 2.05(a) or 2.05(b),
or receives a tax credit or other reduction in Taxes which is attributable to a
payment made by the Issuer pursuant to this Section 2.05, such party shall pay
an amount equal to such refund, credit or reduction to the Issuer within 45 days
of the receipt of such refund or application of such credit or reduction.

      (b) In addition, the Issuer agrees to pay any present or future stamp or
documentary taxes or any other excise or property taxes, charges or similar
levies that arise from any payment made hereunder or from the execution,
delivery or registration of, or otherwise with respect to any Liquidity
Agreement (hereinafter, "Other Taxes").

      (c) Subject to the provisions set forth in this Section 2.05, and except
to the extent provided in Section 2.05(a), the Issuer will indemnify each
Indemnified Party for the full amount of Taxes or Other Taxes (including,
without limitation, any Taxes or Other Taxes imposed by any jurisdiction on
amounts payable under this Section 2.05) paid by such Indemnified Party and any
liability (including penalties, interest and expenses) arising therefrom or with
respect thereto, provided, that such Indemnified Party, in making a demand for
indemnity, shall provide the Issuer with a certificate from the relevant taxing
authority or from a responsible officer of such Person stating or otherwise
evidencing that such Person has made payment of such Taxes or Other Taxes and
will provide a copy of or extract from documentation, if available, furnished by
such taxing authority evidencing assertion or payment of such Taxes or Other
Taxes. Whenever any Taxes are payable by the Issuer, within thirty (30) days
after receipt by the Issuer of an original official receipt showing payment
thereof, the Issuer shall send to the applicable Purchaser or Agent a certified
copy of such receipt. If the Issuer fails to pay any Taxes when due to the
appropriate taxing authority or fails to remit to the applicable Purchaser or
Agent the required receipts or other required documentary evidence, the Issuer
shall indemnify such Person for any incremental Taxes, interest or penalties
that such Person is legally required to pay as a result of any such failure. The
agreements in this subsection shall survive the termination of this Agreement,
the Indenture and the payment of the Note.

      (d) All Taxes and Other Taxes owing under this Section 2.05 shall be
payable in accordance with the provisions of the Indenture.

                                       10
<PAGE>

      Section 2.07. Extension of Commitment Expiry Date. (a) The Issuer may
request the Administrative Agent to extend the Commitment Expiry Date by giving
the Administrative Agent written notice of such request not more than six (6)
months but not less than 60 days prior (the "Extension Request Date") to the
Commitment Expiry Date then in effect (the "Original Commitment Expiry Date").
The Administrative Agent shall promptly notify each Lender Group Agent of the
Administrative Agent's receipt of such request and each Lender Group Agent shall
notify the Administrative Agent not later than 45 days after the Extension
Request Date whether or not it consents to such extension. Consent to any
extension requested by the Issuer may be given or withheld in the sole and
absolute discretion of each Purchaser. If each Purchaser consents to an
extension requested by the Issuer, then the Administrative Agent will notify the
Issuer not later than 60 days after the Extension Request Date that such
extension request has been granted (the "Extension Acceptance Date") and,
effective as of the Original Commitment Expiry Date, the Commitment Expiry Date
shall be extended to an agreed Business Day that is no more than 364 days from
the Extension Acceptance Date.

      (b) If any Purchaser does not consent to an extension of the Original
Commitment Expiry Date as provided in Section 2.06(a), the Commitment Expiry
Date shall automatically occur on the Original Commitment Expiry Date.

                                   ARTICLE III

                                     CLOSING

      Section 3.01. Initial Funding Date. The closing (the "Closing") of the
purchase and sale of the Notes and the issuance thereof to the Initial
Purchasers shall take place on June 20, 2005, or if the conditions to purchase
set forth in Article IV of this Agreement shall not have been satisfied or
waived by such date, as soon as practicable after such conditions shall have
been satisfied or waived, or at such other time, date and place as the parties
shall agree upon (the date of the Closing being referred to herein as the
"Initial Funding Date"). The date of the initial Advance shall be the Initial
Funding Date.

      Section 3.02. Transactions to Be Effected. (a) On the Initial Funding
Date, the Initial Purchasers shall deliver to the Issuer funds in an amount
equal to the Initial Advance Amount of the Notes; and (b) upon such delivery,
the Issuer shall deliver to the Initial Purchasers the Notes and the Note
Principal Balance of the Notes so held shall be increased to reflect such
initial Advance.

                                   ARTICLE IV

          CONDITIONS PRECEDENT TO PURCHASE ON THE INITIAL FUNDING DATE

      Section 4.01. Conditions to Initial Purchase. The purchase by the Initial
Purchasers of the Notes on the Initial Funding Date is subject to the
satisfaction of the conditions set forth in Section 2.11 of the Indenture and of
the following conditions (any or all of which (except Section 4.01 (c)) may be
waived by unanimous consent of the Agents in the Agents' sole discretion):

                                       11
<PAGE>

      (a) Each of the Transaction Documents shall be in full force and effect
and all consents, waivers and approvals necessary for the consummation of the
transactions contemplated by the Transaction Documents shall have been obtained
and shall be in full force and effect, and all other legal matters relating to
the Transaction Documents and the transactions contemplated thereby, shall be
reasonably satisfactory in all respects to the Initial Purchasers, the Financial
Institutions and the Agents, and each of the parties to such agreements shall
have furnished to each of the Initial Purchasers, the Financial Institutions and
the Agents all documents and information that any of them or their counsel may
reasonably request to enable them to pass on such matters.

      (b) Each of the representations and warranties contained in this
Agreement, the Indenture, the Contribution Agreement, the Sale and Servicing
Agreement, and the other Transaction Documents made by each of the parties to
such agreements shall be true and correct in all material respects as of the
time of the Initial Funding Date as though made as of such time (except to the
extent that they expressly relate to an earlier time, then such representations
and warranties shall be true and correct as of such earlier time).

      (c) The Contributor and the Issuer and their affiliates shall be in
compliance with each of the covenants contained in this Agreement, the
Indenture, and the other Transaction Documents.

      (d) No Default, Event of Default, Servicer Event of Default or Termination
Event has occurred and is continuing (both before and after giving effect to the
purchases contemplated hereunder).

      (e) The Initial Purchasers and the Administrative Agent shall have
received from each Transaction Party other than the Issuer, which shall deliver
the certificate required under Section 2.11(d) of the Indenture, a certificate
or certificates signed by any of the Chairman of the Board of Directors, the
President, the Chief Financial Officer, any Vice President, the Treasurer or any
Assistant Treasurer of such Person, dated the Initial Funding Date, in which
such officer shall state that, to the best of his/her knowledge (i) the
representations and warranties of such Person in this Agreement and any other
Transaction Documents to which such Person is a party are true and correct in
all material respects on and as of the Initial Funding Date, or, in the case of
the representations and warranties of the Transaction Documents, on and as of
the dates specified in such agreements, as though made as of such time (except
to the extent that they expressly relate to an earlier time, then such
representations and warranties shall be true and correct as of such earlier
time); (ii) that such Transaction Party has complied with all agreements and
satisfied all conditions on its part to be performed or satisfied hereunder or
under the Transaction Documents at or prior to the Initial Funding Date; and
(iii) no Event of Default, Servicer Event of Default, Default, or Termination
Event shall have occurred and be continuing.

      (f) All accrued and unpaid fees owing to the Purchasers and the Agents
under the Fee Letter shall have been paid.

      Section 4.02. Conditions Precedent to Advances. The funding of any
Aggregate Advance under this Agreement shall be subject to the satisfaction, as
of the applicable date of the Aggregate Advance, of each of the following
conditions:

                                       12
<PAGE>

      (a) All of the terms, covenants, agreements and conditions of the
Transaction Documents, including Section 2.12 of the Indenture, required to be
complied with and performed by each Transaction Party on or prior to the
applicable date of such Aggregate Advance, shall have been complied with and
performed;

      (b) Each of the representations and warranties contained in this
Agreement, the Indenture and the other Transaction Documents made by each
Transaction Party to such agreements shall be true and correct in all material
respects as of such date as though made as of such time (except to the extent
that they expressly relate to an earlier time, then such representations and
warranties shall be true and correct as of such earlier time);

      (c) The representations and warranties set forth in Section 3.02(a)(xxv)
of the Sale and Servicing Agreement shall be true and correct with respect to
the Subsequent Receivables to be transferred on the proposed date of such
Advance;

      (d) No Event of Default, Servicer Event of Default, Default, or
Termination Event shall have occurred and be continuing (both before and after
giving effect to such Advance);

      (e) Both before and immediately after giving effect to such Aggregate
Advance, the Collateral Test Amount shall not be less than zero (0);

      (f) The end of the Funding Period shall not have occurred;

      (g) On or before the proposed date of such Aggregate Advance, the
Administrative Agent shall have received executed copies of one or more Hedge
Agreements as required by Section 3.15 of the Indenture;

      (h) All fees due and payable under the Fee Letter (as defined in the
Indenture) to the Initial Purchasers and the Agent as of the applicable date of
such Aggregate Advance shall have been paid in full;

      (i) All fees and expenses due and payable pursuant to Section 7.01 hereof
shall have been paid in full; and

      (j) Each of the Transaction Documents shall be in full force and effect.

Notwithstanding the foregoing, with respect to any Pre-Funding Receivables
Advance and the related Pre-Funding Receivables, each of the requirements of
Section 4.02(a) and (b) above that relate to any of the Formal Transfer
Requirements shall be satisfied only at the time of the related Pre-Funding
Transfer Date.

                                   ARTICLE V

                         REPRESENTATIONS AND WARRANTIES

      The Contributor and the Issuer each hereby makes the following
representations and warranties as to itself to the Purchasers and the Agents, as
of the Initial Funding Date and as of each Funding Date, and the Purchasers
shall be deemed to have relied on such representations

                                       13
<PAGE>

and warranties in accepting delivery of the Notes on the Initial Funding Date
and in making (or committing to make) each Advance on each Funding Date
(including the Initial Funding Date).

      Section 5.01. Authority, Etc. (a) Such Person has been duly organized and
is validly existing and in good standing under the laws of the State of its
organization, with corporate power and authority to own its properties and to
transact the business in which it is now engaged, and each such Person is duly
qualified to do business and is in good standing (or is exempt from such
requirements) in each State of the United States where the nature of its
business requires it to be so qualified and the failure to be so qualified and
in good standing would have a material adverse effect on such Person or any part
of the Trust Estate or any material adverse effect on the interests of the
Noteholders.

        (b) The issuance, sale, assignment and conveyance of the Notes, the
performance of such Person's obligations under this Agreement, and the
consummation of the transactions contemplated in the Transaction Documents will
not conflict with or result in a breach of any of the terms or provisions of, or
constitute a default under, or result in the creation or imposition of any Lien
(other than any Lien created by the Transaction Documents), charge or
encumbrance upon any of the property or assets of each such Person or any of
their Affiliates pursuant to the terms of, any indenture, mortgage, deed of
trust, loan agreement or other material agreement or instrument to which they or
any of their Affiliates is bound or to which any of its property or assets is
subject, nor will such action result in any violation of the provisions of any
Person's organizational documents or any Governmental Rule applicable to such
Person.

        (c) No Governmental Action which has not been obtained is required by or
with respect to, as the case may be, such Person in connection with the
execution and delivery of the Notes or any of the Transaction Documents by such
Person, or the consummation by such Person of the transactions contemplated
hereby or thereby.

        (d) Each of the Transaction Documents to which such Person is a party
has been duly authorized, executed and delivered by such Person and is the valid
and legally binding obligation of such Person, enforceable against such Person
in accordance with its terms, subject as to enforcement to bankruptcy,
insolvency, reorganization, moratorium and other similar laws of general
applicability relating to or affecting creditors' rights and to general
principles of equity.

      Section 5.02. Notes. The Notes have been duly and validly authorized, and,
when executed and authenticated in accordance with the terms of the Indenture,
and delivered to and paid for in accordance with this Agreement, will be duly
and validly issued and outstanding and will be entitled to the benefits of the
Indenture and will constitute the legal, valid and binding obligation of the
Issuer enforceable in accordance with its terms (except as enforcement thereof
may be limited by bankruptcy, insolvency, or other similar laws relating to or
affecting generally the enforcement of creditors' rights or by general equitable
principles) and will be entitled to the benefits of the Indenture, this
Agreement and the other Transaction Documents.

      Section 5.03. Litigation. There is no pending or, to such Person's
knowledge, threatened action, suit or proceeding by or against such Person
before any Governmental Authority or any arbitrator (i) with respect to the
Trust Estate, the Notes, the Transaction Documents or any of the transactions
contemplated herein or therein, or (ii) with respect to such

                                       14
<PAGE>

Person which, in the case of any such action, suit or proceeding with respect to
such Person if adversely determined, would have a material adverse effect on the
ability of such Person to perform its obligations hereunder or thereunder.

      Section 5.04. Taxes, Etc. Any taxes, fees and other charges of
Governmental Authorities applicable to such Person, in connection with the
execution, delivery and performance by such Person of the Transaction Documents
or otherwise applicable to such Person in connection with the Trust Estate have
been paid or will be paid by such Person at or prior to the Initial Funding Date
or any applicable Advance Date, as applicable, to the extent then due.

      Section 5.05. Financial Condition. On the date hereof and on each Advance
Date, such Person is not insolvent or the subject of any voluntary or
involuntary bankruptcy proceeding.

      Section 5.06. Transaction Document Representations and Warranties. Each
such Person hereby reaffirms each representation and warranty made by it in each
Transaction Document to which it is a party (including, without limitation, by
the Contributor in its roles as Servicer and as Custodian) for the benefit of
the Purchasers, the Agents and the Financial Institutions and acknowledges that
such Persons have relied on such representations and warranties in entering into
the transactions contemplated hereby and by the Transaction Documents.

      Section 5.07. Issuer and Servicer Representations and Warranties. The
Notes have been duly and validly authorized for issue and sale as contemplated
by this Agreement, and when duly executed and authenticated in accordance with
the terms of the Indenture, and when duly delivered to and paid for by the
Initial Purchasers in accordance with this Agreement, will be duly and validly
issued and outstanding and will constitute the legal, valid and binding
obligations of the Issuer enforceable in accordance with their terms (except as
enforcement thereof may be limited by bankruptcy, insolvency, or other similar
laws relating to or affecting generally the enforcement of creditors' rights or
by general equitable principles) and will be entitled to the benefits of the
Indenture, this Agreement and the other Transaction Documents.

      Section 5.08. No Registration of the Note; No Qualification of the
Indenture. It is not necessary, in connection with the offer, sale and delivery
of the Notes to the Initial Purchasers to register any Note under the Securities
Act or to qualify the Indenture under the Trust Indenture Act of 1939, as
amended.

      Section 5.09. Power and Authority. Such Person has the requisite power and
authority (a) to execute and deliver this Agreement, the Notes and the other
Transaction Documents to which it is a party and (b) to perform its obligations
under this Agreement, the Notes and the other Transaction Documents to which it
is a party.

      Section 5.10. Confirmation of Written Information. All written information
furnished by such Person to the Initial Purchasers, any Financial Institution or
the Agents pursuant to or in connection with any Transaction Documents or any
transaction contemplated herein or therein with respect to the Trust Estate or
such Person is true and correct in all material respects and is not misleading.

                                       15
<PAGE>

                                   ARTICLE VI

                            COVENANTS OF THE PARTIES

      Section 6.01. Information from the Transaction Parties. So long as the
Notes remain outstanding, each of the Contributor and the Issuer will furnish to
the Purchasers and the Agents:

        (a) a copy of each certificate, opinion, report, statement, notice or
other communication (other than investment instructions) furnished by or on
behalf of such Person to the Indenture Trustee under the Indenture, concurrently
therewith, and promptly after receipt thereof, a copy of each notice, demand or
other communication received by or on behalf of such Person under the Indenture,
the Sale and Servicing Agreement or the Contribution Agreement;

        (b) such other information (including financial information), documents,
records or reports respecting the Trust Estate, the Receivables, and each such
Person as the Initial Purchasers, the Agents or any Financial Institution may
from time to time reasonably request; and

        (c) as soon as possible and in any event within five Business Days after
the occurrence thereof, notice of each Termination Event, Event of Default or
Servicer Event of Default or event which with the giving of notice or the
passage of time or both would constitute a Termination Event, Event of Default
or Servicer Event of Default.

      Section 6.02. Covenants.

        (a) Each of the Contributor and the Issuer will duly observe and perform
each of its covenants set forth in each Transaction Document to which such
Person is a party (including, without limitation, their obligations to furnish
information to the Purchasers and the Agents in accordance with Section 6.01
hereof, and by the Contributor in its roles as Servicer and as Custodian).

        (b) The Contributor and the Issuer shall deliver to the Agents for
distribution to the Noteholders on or prior to June 20, 2005 an opinion of local
counsel from the states of California, Arizona, Tennessee, Florida and Texas
with respect to perfection matters and compliance with applicable state law in
form and substance satisfactory to the Initial Purchasers.

                                   ARTICLE VII

                              ADDITIONAL COVENANTS

      Section 7.01. Expenses. Except as otherwise expressly provided herein, all
costs and expenses (including, without limitation, all Rating Agency fees and
legal fees, costs and expenses in connection with (a) due diligence,
structuring, negotiating, documenting and closing the facility evidenced by the
Transaction Documents, (b) advising each party as to its rights under the
Transaction Documents, (c) each amendment, waiver, restatement, supplement or
other modification to any Transaction Document and (d) each enforcement action
necessary or desirable with respect to the facility evidenced by the Transaction
Documents) incurred in connection with this Agreement and the Transaction
Documents and the transactions

                                       16
<PAGE>

contemplated hereby, shall (as between the Issuer, the Initial Purchasers, the
Agents and the Financial Institutions be paid by the Contributor).

      Section 7.02. Restrictions on Transfer. Each Purchaser agrees that it will
comply with the restrictions on transfer of the Notes set forth in Section 2.07
of the Indenture and that it will resell the Notes only in compliance with such
restrictions.

      Section 7.03. Securities Act. The Notes purchased by each Purchaser
pursuant to this Agreement will be acquired for investment only without a view
to any public distribution thereof, and no Purchaser will offer to sell or
otherwise dispose of the respective Notes so acquired by it (or any interest
therein) in violation of any of the registration requirements of the Securities
Act or any applicable state or other securities laws. Each Purchaser
acknowledges that it has no right to require the Issuer to register under the
Securities Act or any other securities law the Notes to be acquired by such
Purchaser pursuant to this Agreement.

                                  ARTICLE VIII

                                INDEMNIFICATION

      Section 8.01. Indemnification by the Contributor. The Contributor agrees
to indemnify and hold harmless each Indemnified Party against any and all
losses, claims, suits, damages, costs, liabilities or expenses of any kind
(including legal and accounting fees) (collectively, "Losses"), as incurred
(payable promptly upon written request), for or on account of or arising from or
in connection with this Agreement, or any acquisition by any Noteholder of any
Note or any interest therein, including any breach of any representation,
warranty or covenant of the Contributor or the Issuer in this Agreement or in
any certificate or other written material delivered pursuant hereto to the
extent any such breach results in a Loss; provided, however, that the
Contributor shall not be so required to indemnify any such Person or otherwise
be liable to any such Person hereunder for any Losses (i) resulting solely from
the performance of the Receivables, or (ii) arising solely from such Person's
gross negligence or willful misconduct.

      Section 8.02. Procedure. With respect to a claim made by any Person
against an Indemnified Party (a "Third Party Claim"), such Indemnified Party
shall notify the Contributor in writing of the Third Party Claim within a
reasonable time after receipt by such Indemnified Party of written notice of the
Third Party Claim unless the Contributor shall have previously obtained actual
knowledge thereof. Thereafter, the Indemnified Party shall deliver to the
Contributor, within a reasonable time after the Indemnified Party's receipt
thereof, copies of all notices and documents (including court papers) received
by the Indemnified Party relating to the Third Party Claim. No failure to give
such notice or deliver such documents shall affect the rights to indemnity
hereunder.

      Section 8.03. Defense of Claims. If a Third Party Claim is made against an
Indemnified Party, (a) the Contributor will be entitled to participate in the
defense thereof and, (b) if it so chooses, to assume the defense thereof with
counsel selected by the Contributor, provided that in connection with such
assumption such counsel is reasonably satisfactory to the Indemnified Party.
Should the Contributor so elect to assume the defense of a Third Party Claim,
the Contributor will not be liable to the Indemnified Party for any legal
expenses subsequently

                                       17
<PAGE>

incurred by the Indemnified Party in connection with the defense thereof unless
(i) employment of such counsel has been specifically authorized by the
Contributor, (ii) the Indemnified Party shall have been advised by its counsel
that there may be a conflict of interest between the Indemnified Party and the
Contributor in the defense of such action (in which case the Contributor shall
not have the right to direct the defense of such action on the Indemnified
Party's behalf), or (iii) the Contributor shall have failed to contest or defend
such action within a reasonable time or failed to continue to employ counsel
satisfactory to the Indemnified Party, in any of which cases the fees and
expenses of the Indemnified Party's counsel shall be at the Contributor's cost
and expense and subject to the indemnity provided for hereunder. If the
Contributor elects to assume the defense of a Third Party Claim, the Indemnified
Party will (i) cooperate in all reasonable respects with the Contributor in
connection with such defense and (ii) not admit any liability with respect to,
or settle, compromise or discharge, such Third Party Claim without the
Contributor's prior written consent, as the case may be. If the Contributor
shall assume the defense of any Third Party Claim, the Contributor shall not
settle, compromise or discharge such Third Party Claim without the prior written
consent of each applicable Indemnified Party, unless such settlement, compromise
or discharge includes a complete release of each such Indemnified Party
reasonably satisfactory to such Indemnified Party. If the Contributor shall
assume the defense of any Third Party Claim, except as provided above, the
Indemnified Party shall be entitled to participate in (but not control) such
defense with its own counsel at its own expense. If the Contributor does not
assume the defense of any such Third Party Claim, the Indemnified Party may
defend the same in such manner as it may deem appropriate, including settling
such claim or litigation after giving notice to the Contributor of such terms
and the Contributor will promptly reimburse the Indemnified Party upon written
request. Anything contained in this Agreement to the contrary notwithstanding,
the Contributor shall not be entitled to assume the defense of any part of a
Third Party Claim that seeks an order, injunction or other equitable relief or
relief for other than money damages against the Indemnified Party or unless the
Contributor has demonstrated to the Indemnified Party reasonable financial
capacity to meet its obligations with respect to such Third Party Claim.

                                    ARTICLE IX

                                  MISCELLANEOUS

      Section 9.01. Amendments. No amendment or waiver of any provision of this
Agreement shall in any event be effective unless the same shall be in writing
and signed by all of the parties hereto, and then such amendment, waiver or
consent shall be effective only in the specific instance and for the specific
purpose for which given.

      Section 9.02. Notices. All notices and other communications provided for
hereunder shall, unless otherwise stated herein, be in writing (including
telecopies) and mailed, telecopied or delivered, as to each party hereto, at its
address set forth in Schedule I hereto or at such other address as shall be
designated by such party in a written notice to the other party hereto. All such
notices and communications shall only be effective upon receipt thereof.

      Section 9.03. No Waiver; Remedies. No failure on the part of any party
hereto to exercise, and no delay in exercising, any right hereunder shall
operate as a waiver thereof; nor shall any single or partial exercise of any
right hereunder preclude any other or further exercise

                                       18
<PAGE>

thereof or the exercise of any other right. The remedies herein provided are
cumulative and not exclusive of any remedies provided by law.

      Section 9.04. Binding Effect; Assignability. (a) This Agreement shall be
binding upon and inure to the benefit of each party hereto and their respective
permitted successors and assigns (including any subsequent Holders of the
Notes); provided, however, neither the Contributor or the Issuer shall have the
right to assign its rights or any claims hereunder or any interest herein (by
operation of law or otherwise).

        (b) Each Financial Institution may at any time and from time to time
assign to one or more Persons (each a "Purchasing Financial Institution") all or
any part of its rights and obligations under this Agreement and the related
Liquidity Agreement pursuant to an assignment agreement, in form and substance
satisfactory to the Lender Group Agents (the "Assignment Agreement), executed by
such Purchasing Financial Institution and such selling Financial Institution,
provided, however, that, prior to the occurrence of a Termination Event or a
downgrade of the credit rating of any CP Issuing Purchaser's Commercial Paper in
effect on the Initial Funding Date, the Contributor shall have consented (which
consent may not be unreasonably withheld or delayed) to any assignments to
Purchasing Financial Institutions other than Lender Group affiliates. Upon
delivery of the executed Assignment Agreement to the Administrative Agent, such
selling Financing Institution shall be released from its obligations hereunder
to the extent of such assignment. Thereafter the Purchasing Financial
Institution shall for all purposes be a Financial Institution party to this
Agreement and shall have all the rights and obligations of a Financial
Institution under this Agreement to the same extent as if it were an original
party hereto and no further consent or action by the Issuer, the Contributor,
any Purchaser, the Purchasing Financial Institution or the Agents shall be
required.

        (c) The Initial Purchasers and the Financial Institutions may, in the
ordinary course of their respective business and in accordance with applicable
law, at any time sell to one or more Persons (each, a "Participant"),
participating interests in all or a portion of their respective rights and
obligations under this Agreement. Notwithstanding any such sale by any Purchaser
or Financial Institution of participating interests to a Participant, such
person's rights and obligations under this Agreement shall remain unchanged, the
Purchasers and the Financial Institutions shall remain solely responsible for
the performance thereof, and the Issuer and the Contributor shall continue to
deal solely and directly with the Purchasers and the Financial Institutions in
connection with the Purchasers' and the Financial Institutions' rights and
obligations under this Agreement. Each of the Issuer and the Contributor also
agrees that each Participant shall be entitled to the benefits of Article VIII
hereof; provided, however, that all amounts payable by the Contributor to any
such Participant shall be limited to the amounts which would have been payable
to the Purchaser or the Financial Institutions selling such participating
interest had such interest not been sold.

        (d) This Agreement shall create and constitute the continuing obligation
of the parties hereto in accordance with its terms, and shall remain in full
force and effect until such time (i) as all amounts payable with respect to the
Notes shall have been indefeasibly paid in full and (ii) all amounts owed to the
Agents, the Purchasers and the Financial Institutions under this Agreement, the
Indenture and each other Transaction Document shall have been indefeasibly paid
in full; provided, however, that the rights and remedies with respect to any
breach of representations and

                                       19
<PAGE>

warranties made by the Issuer or the Contributor pursuant to Article V hereof
and the rights, remedies and provisions of Sections 2.04, 2.05, 7.01, 7.02,
Article VIII, and Sections 9.06, 9.11, 9.12 and 9.13 shall be continuing and
survive any termination of this Agreement.

      Section 9.05. Provision of Documents and Information. Each of the Issuer
and the Contributor acknowledges and agrees that the Purchasers and the Agents
are permitted to provide to permitted assignees and participants, the placement
agents for their commercial paper notes, the rating agencies with respect to
such notes, and other liquidity and credit providers under their respective
commercial paper programs, opinions, notes, documents and other information
relating to such Person and the Receivables delivered to such Purchaser and/or
the Agents pursuant to this Agreement.

      Section 9.06. Governing Law; Jurisdiction. THIS AGREEMENT SHALL BE
GOVERNED BY, AND CONSTRUED IN ACCORDANCE WITH, THE LAWS OF THE STATE OF NEW YORK
(INCLUDING NEW YORK GENERAL OBLIGATIONS LAW SECTIONS 5-1401 AND 5-1402 BUT
OTHERWISE WITHOUT REFERENCE TO ITS CONFLICT OF LAW PROVISIONS). EACH OF THE
PARTIES TO THIS AGREEMENT HEREBY AGREES TO THE JURISDICTION OF THE UNITED STATES
DISTRICT COURT FOR THE SOUTHERN DISTRICT OF NEW YORK AND ANY APPELLATE COURT
HAVING JURISDICTION TO REVIEW THE JUDGMENTS THEREOF. EACH OF THE PARTIES HEREBY
WAIVES ANY OBJECTION BASED ON FORUM NON CONVENIENS AND ANY OBJECTION TO VENUE OF
ANY ACTION INSTITUTED HEREUNDER IN ANY OF THE AFOREMENTIONED COURTS AND CONSENTS
TO THE GRANTING OF SUCH LEGAL OR EQUITABLE RELIEF AS IS DEEMED APPROPRIATE BY
SUCH COURT.

      Section 9.07. No Proceedings, (a) Each of the Purchasers and the Financial
Institutions agrees that it shall not at any time file or join in the filing of,
a petition against the Issuer under the Federal Bankruptcy Code, or join in the
commencement of any bankruptcy, reorganization, arrangement, insolvency,
liquidation or other similar proceeding against the Issuer or the Trust Estate.

        (b) So long as this Agreement is in effect, and for one year and one day
following its termination and the termination of the Sale and Servicing
Agreement, the Contribution Agreement and the Indenture, the Purchasers and the
Financial Institutions will not file, and shall cause any Participant not to
file, any involuntary petition or otherwise institute any bankruptcy,
reorganization, arrangement, insolvency or liquidation proceeding or other
proceeding under any federal or state bankruptcy or similar law against or by
the Issuer.

      Section 9.08. Execution in Counterparts. This Agreement may be executed in
any number of counterparts and by different parties hereto in separate
counterparts (including, in each case, by facsimile or other electronic means),
each of which when so executed shall be deemed to be an original and all of
which when taken together shall constitute one and the same agreement.

                                       20
<PAGE>

      Section 9.09. Waiver of Set-off. Each of the Issuer and the Contributor
hereby waives any right of set-off that it may have against any Purchaser for
any failure of such Purchaser to make an Advance in accordance with the terms of
this Agreement.

      Section 9.10. Corporate Obligations - Issuer. The obligations of the
Issuer under this Agreement are solely the corporate obligations of such Person.
No recourse shall be had for the payment of any fee or other obligation or claim
arising out of or relating to this Agreement or any other agreement, instrument,
document or certificate executed and delivered or issued by the Issuer or any
officer thereof in connection therewith, against any stockholder, employee,
officer or director of the Issuer in their capacity as such.

      Section 9.11. Survival. All representations, warranties, covenants,
guaranties and indemnifications contained in this Agreement and in any document,
note or statement delivered pursuant hereto or in connection herewith shall
survive the sale, transfer or repayment of the Notes.

      Section 9.12. Appointment of Administrative Agent for the Purchasers and
Lender Group Agents. Each Purchaser and each Lender Group Agent hereby
irrevocably designates and appoints JPMorgan Chase Bank, N.A. as Administrative
Agent hereunder, and authorizes the Administrative Agent to take such action on
its behalf under the provisions of this Agreement and the other Transaction
Documents and to exercise such powers and perform such duties as are expressly
delegated to the Administrative Agent by the terms of this Agreement and the
other Transaction Documents, together with such other powers as are reasonably
incidental thereto. The Administrative Agent hereby agrees to provide to the
Noteholders a copy of (i) each certification received by it from the Servicer
pursuant to Section 6.06(a) of the Sale and Servicing Agreement, (ii) any notice
of termination given by the Administrative Agent to the Servicer and the Backup
Servicer pursuant to Section 10.02 of the Sale and Servicing Agreement and (iii)
the Schedule of Receivables pursuant to Section 2.12(ii)(C) of the Indenture.

        Notwithstanding any provision to the contrary elsewhere in this
Agreement and the other Transaction Documents, the Administrative Agent shall
not have any duties or responsibilities, except those expressly set forth herein
and in the other Transaction Documents, or any fiduciary relationship with any
other party hereto or any Noteholder, and no implied covenants, functions,
responsibilities, duties, obligations or liabilities on the part of the
Administrative Agent shall be read into this Agreement or any other Transaction
Document or otherwise exist against the Administrative Agent. The provisions
hereof are solely for the benefit of the administrative Agent, and no other
party shall have any rights as a third-party beneficiary or otherwise under any
of the provisions hereof. In performing its functions and duties hereunder, the
Administrative Agent shall act solely as the agent of the Purchasers and the
Lender Group Agents and does not assume nor shall it be deemed to have assumed
any obligation or relationship of trust or agency with or for any other
Noteholder or the Issuer or any of their respective successors and assigns. The
Administrative Agent may execute any of its duties under this Agreement by or
through agents or attorneys-in-fact and shall be entitled to advice of counsel
concerning all matters pertaining to such duties. The Administrative Agent shall
not be responsible for the negligence or misconduct of any agents or
attorneys-in-fact selected by it with reasonable care.

                                       21
<PAGE>

      Neither the Administrative Agent nor any of its directors, officers,
agents or employees shall be (a) liable for any action lawfully taken or omitted
to be taken by it or them under or in connection with this Agreement (except for
its, their or such person's own gross negligence or willful misconduct), or (b)
responsible in any manner to any of the Purchasers and the Lender Group Agents
for any recitals, statements, representations or warranties contained herein or
in any other Transaction Document or in any certificate, report, statement or
other document referred to or provided for in, or received under or in
connection with, the Advances or for the value, validity, effectiveness,
genuineness, enforceability or sufficiency of the Advances, this Agreement and
the other Transaction Documents or any other document furnished in connection
therewith or herewith, or for the satisfaction of any condition specified in the
Indenture. The Administrative Agent shall not be under any obligation to any
Purchaser or Lender Group Agent to ascertain or to inquire as to the observance
or performance of any of the agreements or covenants contained in, or conditions
of, the Advances, or to inspect the properties, books or records of any Person.

      The Administrative Agent shall in all cases be entitled to rely, and shall
be fully protected in relying, upon any note, writing, resolution, notice,
consent, certificate, affidavit, letter, cablegram, telegram, telecopy, telex or
teletype message, statement, order or other document believed by it to be
genuine and correct and to have been signed, sent or made by the proper person
or persons and upon advice and statements of legal counsel, independent
accountants and other experts selected by the Administrative Agent. The
Administrative Agent shall in all cases be fully justified in failing or
refusing to take any action under this Agreement or any other document furnished
in connection herewith or therewith unless it shall first receive such advice or
concurrence of the Majority Noteholders, or all of the Noteholders, as required
by the Transaction Documents, as it deems appropriate and it shall be
indemnified to its satisfaction by the Noteholders against any and all
liability, cost and expense which may be incurred by it by reason of taking or
continuing to take any such action. The Administrative Agent shall in all cases
be fully protected in acting, or in refraining from acting, under this Agreement
in accordance with a request of the Majority Noteholders or all of the
Noteholders as required by the Transaction Documents and such request and any
action taken or failure to act pursuant thereto shall be binding upon the
Purchasers and the Lender Group Agents.

      Each Purchaser and Lender Group Agent expressly acknowledges that neither
the Administrative Agent, nor any of its officers, directors, employees, agents,
attorneys-in-fact or affiliates has made any representations or warranties to it
and that no act by the Administrative Agent hereafter taken, including, without
limitation, any review of the affairs of the Issuer and the Contributor, shall
be deemed to constitute any representation or warranty by the Administrative
Agent. The Administrative Agent shall not have any duty or responsibility to
provide any Purchaser or Lender Group Agent with any credit or other information
concerning the business, operations, property, prospects, financial and other
condition or creditworthiness of the Issuer, the Contributor or any other Person
which may come into the possession of the Administrative Agent or any of its
officers, directors, employees, agents, attorneys-in-fact or Affiliates.

      The Purchasers agree to indemnify the Administrative Agent (in its
capacity as Administrative Agent) and its officers, directors, employees,
representatives and agents (to the extent not reimbursed by the Issuer and
without limiting the obligation of the Issuer to do so),

                                       22
<PAGE>

ratably according to their pro rata shares of the aggregate Note Principal
Balance, from and against any and all liabilities, obligations, losses, damages,
penalties, actions, judgments, suits, costs, expenses or disbursements of any
kind or nature whatsoever (including, without limitation, the reasonable fees
and disbursements of counsel for the Administrative Agent or such person in
connection with any investigative, administrative or judicial proceeding
commenced or threatened, whether or not the Administrative Agent or such person
shall be designated a party thereto) that may at any time be imposed on,
incurred by or asserted against the Administrative Agent or such person as a
result of, or arising out of, or in any way related to or by reason of, any of
the transactions contemplated hereunder or the other Transaction Documents or
the execution, delivery or performance of this Agreement or the other
Transaction Documents or the Advances or any other document furnished in
connection herewith or therewith (but excluding any such liabilities,
obligations, losses, damages, penalties, actions, judgments, suits, costs,
expenses or disbursements resulting solely from the gross negligence or willful
misconduct of the Agent or such Person).

      The Administrative Agent and its Affiliates may make loans to, accept
deposits from and generally engage in any kind of business with any other party
hereto or any Affiliate of any other party hereto or any Noteholder as though
the Administrative Agent were not the Administrative Agent hereunder. With
respect to the purchases of Advances pursuant to this Agreement or the other
Transaction Documents, JPMorgan Chase Bank, N.A. as a Noteholder shall have the
same rights and powers under this Agreement and the Transaction Documents as any
Noteholder and may exercise the same as though it were not the Administrative
Agent, and the terms "Financial Institution" and "Noteholder" and the plural
forms thereof shall include JPMorgan Chase Bank, N.A. in its individual
capacity.

      The Administrative Agent may, upon ten (10) days' notice to the Issuer and
the Purchasers, resign as Administrative Agent for the Purchasers and the Lender
Group Agents. If the Administrative Agent shall resign as Agent for the
Purchasers and the Lender Group Agents, then (i) the Majority Noteholders during
such 10-day period shall appoint a successor Administrative Agent or (ii) if the
Majority Noteholders do not so appoint a successor Administrative Agent after
the closing of such 10-day period, the Administrative Agent shall appoint a
commercial bank to be the Administrative Agent or petition a court of competent
jurisdiction to appoint a successor Administrative Agent for the Purchasers and
the Lender Group Agents. In either case, such successor agent shall succeed to
the rights, powers and duties of the Administrative Agent and the term
"Administrative Agent" shall mean such successor agent, effective upon its
appointment and acceptance, and the former Administrative Agent's rights, powers
and duties as Administrative Agent shall be terminated, without any other or
further act or deed on the part of such former Administrative Agent or any of
the parties to this Agreement. After the retiring Administrative Agent's
resignation hereunder as Administrative Agent, the provisions of this Section
and Sections 2.04, 2.05, 7.02, 8.01, 9.11, 9.12 and 9.13 shall continue to inure
to its benefit as to any actions taken or omitted to be taken by it.

      Section 9.13. Bankruptcy Petition Against any CP Issuing Purchaser. Each
party hereto hereby covenants and agrees, on behalf of itself and each of its
Affiliates, that prior to the date which is one year and one day after the
payment in full of all indebtedness for borrowed money of any CP Issuing
Purchaser, such party will not institute against, or join any other Person in
instituting against, any CP Issuing Purchaser any bankruptcy, reorganization,
arrangement,

                                       23
<PAGE>

insolvency or liquidation proceedings or other similar proceeding under the laws
of the United States or any state of the United States. The agreements set forth
in this paragraph and the parties' respective obligations hereunder shall
survive termination of this Agreement and repayment of the Notes.

      Section 9.14. Trial by Jury Waived. EACH PARTY HERETO HEREBY WAIVES, TO
THE FULLEST EXTENT PERMITTED BY LAW, ANY RIGHT TO A TRIAL BY JURY IN RESPECT OF
ANY LITIGATION ARISING DIRECTLY OR INDIRECTLY OUT OF, UNDER OR IN CONNECTION
WITH ANY OF THE TRANSACTION DOCUMENTS OR THE TRANSACTION. EACH PARTY HERETO (A)
CERTIFIES THAT NO REPRESENTATIVE, AGENT OR ATTORNEY OF ANY PARTY HERETO HAS
REPRESENTED, EXPRESSLY OR OTHERWISE, THAT IT WOULD NOT, IN THE EVENT OF
LITIGATION, SEEK TO ENFORCE THE FOREGOING WAIVER AND (B) ACKNOWLEDGES THAT IT
HAS BEEN INDUCED TO ENTER INTO THE TRANSACTION DOCUMENTS TO WHICH IT IS A PARTY
BY, AMONG OTHER THINGS, THIS WAIVER.

      Section 9.15. Severability of Provisions. If one or more of the provisions
of this Agreement shall be held invalid for any reason, such provisions shall be
deemed severable from the remaining provisions of this Agreement in the
jurisdictions in which they are held invalid and shall in no way affect the
validity or enforceability of such remaining provisions. To the extent permitted
by law, the parties hereto hereby waive any law which renders any provision of
this Agreement prohibited or unenforceable.

      Section 9.16. Captions. The article, paragraph and other headings
contained in this Agreement are for reference purposes only, and shall not limit
or otherwise affect the meaning hereof.

      Section 9.17. Integration. This Agreement and each other Transaction
Document contain the final and complete integration of all prior expressions by
the parties hereto with respect to the subject matter hereof and shall
constitute the entire agreement among the parties hereto with respect to the
subject matter hereof superseding all prior oral or written understandings.

      Section 9.18. Limitation of Liability. Notwithstanding any other provision
herein or elsewhere, this Agreement has been executed and delivered by
Wilmington Trust Company, not in its individual capacity, but solely in its
capacity as Owner Trustee of the Issuer under the Issuer Trust Agreement, and in
no event shall Wilmington Trust Company or the Owner Trustee have any liability
in respect of the representations, warranties, or obligations of the Issuer
hereunder (or under any other Transaction Document), as to all of which recourse
shall be had solely to the assets of the Issuer, and for all purposes of this
Agreement and each other Transaction Document, the Owner Trustee and Wilmington
Trust Company shall be entitled to the benefits of the Issuer Trust Agreement.

      Section 9.19. Pre-Funding Exceptions. Notwithstanding anything to the
contrary contained herein or in the Contribution Agreement, the Sale and
Servicing Agreement, the Indenture or any of the related documents, the parties
hereto intend to "pre-fund" the Issuer's

                                       24
<PAGE>

purchase of receivables on a weekly basis by means of the Pre-Funding Account.
Until such time as the Formal Transfer Requirements are completed, any
Pre-Funding Receivables will not satisfy the requirements and procedures
prescribed by such documents that would otherwise be applicable to subsequently
transferred receivables and none of the parties intend for such delay in
compliance to cause or create a default under any such agreements.

                                       25
<PAGE>

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

                                       BAY VIEW ACCEPTANCE
                                       CORPORATION, as Contributor

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

                    Signature Page to Note Purchase Agreement

<PAGE>

                                       BAY VIEW 2005 WAREHOUSE TRUST,
                                       as Issuer

                                       /s/       [ILLEGIBLE]
                                       -----------------------------------------
                                       By: Wilmington Trust Company, not in
                                           its individual capacity but solely as
                                           Owner Trustee

                   Signature Page to Note Purchase Agreement

<PAGE>

                                       FALCON ASSET SECURITIZATION
                                       CORPORATION, as Purchaser

                                       By: /s/ George S. Wilkins
                                           ------------------------------------
                                           Name: George S. Wilkins
                                           Title: Authorized Signer

                    Signature Page to Note Purchase Agreement

<PAGE>

                                       JPMORGAN CHASE BANK, N.A., as
                                       Financial Institution, Lender Group Agent
                                       and Administrative Agent

                                       By: /s/ George S. Wilkins
                                           ------------------------------------
                                           Name: George S. Wilkins
                                           Title: Authorized Signer

                    Signature Page to Note Purchase Agreement

<PAGE>

                                       FAIRWAY FINANCE COMPANY, LLC, as
                                       Purchaser

                                       By: /s/ J B A Gordon
                                           ------------------------------------
                                           Name : J B A Gordon
                                           Title: Vice President

                   Signature Page to Note Purchase Agreement

<PAGE>

                                       HARRIS NESBITT CORP., as
                                       Administrator and Lender Group Agent

                                       By : /s/ John Pappano
                                            -----------------------------------
                                            Name: John Pappano
                                            Title: Managing Director

                   Signature Page to Note Purchase Agreement

<PAGE>

                                       BANK OF MONTREAL, as Financial
                                       Institution

                                       By: /s/ Amy K. Dumser
                                           ------------------------------------
                                           Name: AMY K. DUMSER
                                           Title: DIRECTOR

                   Signature Page to Note Purchase Agreement

<PAGE>

AGREED AND ACKNOWLEDGED TO BY:

BAY VIEW WAREHOUSE CORPORATION,
  as DEPOSITOR

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

BAY VIEW ACCEPTANCE CORPORATION
  as Servicer and as Custodian

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

                    Signature Page to Note Purchase Agreement

<PAGE>

                                   SCHEDULE I

                             ADDRESSES FOR NOTICES

Bay View Acceptance Corporation
1840 Gateway Drive, Suite 300
San Mateo, California 94404
Attention: Counsel
Phone: (650) 312-6807
Fax: (650) 573-6381

Bay View 2005 Warehouse Trust
c/o Wilmington Trust Company, as Owner Trustee
1100 North Market Street
Wilmington, Delaware 19890-0001
Attention: Corporate Trust Administration
Phone: (302) 636-6119
Fax: (302) 636-4148

With a copy to:

      Bay View Acceptance Corporation
      1840 Gateway Drive, Suite 300
      San Mateo, California 94404
      Attention: Counsel
      Phone: (650) 312-6807
      Fax: (650) 573-6381

Falcon Asset Securitization
Asset Backed Finance
Suite IL 1-0079
1 Bank One Plaza
Chicago, Illinois 60670-0079
Fax: (312) 732-3600

JPMorgan Chase Bank, N.A.
Asset Backed Finance
Suite IL 1-0594
1 Bank One Plaza
Chicago, Illinois 60670-0079
Fax: (312) 732-1844

Bank of Montreal
Address: 115 S. LaSalle St., Floor 12W
Chicago, IL 60603
Attn: Gary Herron

<PAGE>

Phone: 312-845-2011
Fax: 312-312-750-6057
Email: Gary.Herron@Bmo.com

Fairway Finance Company, LLC
Address: c/o Lord Securities Corporation
48 Wall Street, 27th Floor
New York, New York 10005
Attn: Orlando Figueroa
Phone: (212) 346-9007
Fax: (212) 346-9012
Email: of@lordspv.com

Copy to:

Harris Nesbitt Corp.
Address: 115 S. LaSalle St., Floor 13W
Chicago, IL 60603
Attn: Conduit Administration
Phone: 312-461-5640
Fax: 312-461-3189
Email: fundingdesk@harrisnesbitt.com

To the Indenture Trustee:

JPMorgan Chase Bank, N.A.
600 Travis St., 9th Floor
Houston, Texas 77002
Attn: Structured Finance - Bay View 2005
Phone: (713) 216-3682
Fax: (713) 216-4880

<PAGE>

                                    EXHIBIT A

                          [Pre-Funding Servicer Report]

<PAGE>

                                    EXHIBIT B

                                [Funding Request]