<PAGE>

                                                                     EXHIBIT 4.3

                                                                  EXECUTION COPY

                                    INDENTURE

                                     BETWEEN

                           BAY VIEW 2005-3 OWNER TRUST
                                    AS ISSUER

                                       AND

                    JPMORGAN CHASE BANK, NATIONAL ASSOCIATION
                              AS INDENTURE TRUSTEE

                          DATED AS OF NOVEMBER 1, 2005

<PAGE>

                               TABLE OF CONTENTS

<TABLE>
<CAPTION>
                                                                                                   PAGE
<S>                                                                                                <C>
ARTICLE I DEFINITIONS AND INCORPORATION BY REFERENCE.............................................    2

     SECTION 1.01   Definitions..................................................................    2
     SECTION 1.02   Incorporation by Reference of Trust Indenture Act............................   16
     SECTION 1.03   Rules of Construction........................................................   17
     SECTION 1.04   Directions...................................................................   17

ARTICLE II THE NOTES.............................................................................   17

     SECTION 2.01   Form.........................................................................   17
     SECTION 2.02   Execution, Authentication and Delivery.......................................   18
     SECTION 2.03   Temporary Notes..............................................................   18
     SECTION 2.04   Registration; Registration of Transfer and Exchange..........................   19
     SECTION 2.05   Mutilated, Destroyed, Lost or Stolen Notes...................................   20
     SECTION 2.06   Payment of Principal and Interest; Defaulted Interest........................   21
     SECTION 2.07   Cancellation.................................................................   22
     SECTION 2.08   Book-Entry Notes.............................................................   22
     SECTION 2.09   Notices to Clearing Agency...................................................   23
     SECTION 2.10   Definitive Notes.............................................................   23
     SECTION 2.11   Release of Pledged Assets....................................................   24
     SECTION 2.12   Tax Treatment................................................................   24
     SECTION 2.13   ERISA........................................................................   24
     SECTION 2.14   CUSIP Numbers................................................................   24

ARTICLE III COVENANTS............................................................................   24

     SECTION 3.01   Payment of Principal and Interest............................................   24
     SECTION 3.02   Maintenance of Office or Agency..............................................   25
     SECTION 3.03   Money for Payments to be Held in Trust.......................................   25
     SECTION 3.04   Existence....................................................................   26
     SECTION 3.05   Protection of Trust Estate...................................................   27
     SECTION 3.06   Opinions as to Pledged Assets................................................   27
     SECTION 3.07   Performance of Obligations; Servicing of Receivables.........................   28
     SECTION 3.08   Negative Covenants...........................................................   29
     SECTION 3.09   Annual Statement as to Compliance............................................   30
     SECTION 3.10   Issuer May Consolidate, etc. Only on Certain Conditions......................   30
     SECTION 3.11   Successor Transferee.........................................................   32
     SECTION 3.12   No Other Business............................................................   32
     SECTION 3.13   No Borrowing.................................................................   32
     SECTION 3.14   Servicer's Obligations.......................................................   32
     SECTION 3.15   Guarantees, Loans, Advances and Other Liabilities............................   32
     SECTION 3.16   Capital Expenditures.........................................................   33
     SECTION 3.17   Restricted Payments..........................................................   33
     SECTION 3.18   Notice of Events of Default..................................................   33
     SECTION 3.19   Further Instruments and Acts.................................................   33
</TABLE>

                                       i
<PAGE>

<TABLE>
<S>                                                                                                 <C>
     SECTION 3.20   Compliance with Laws.........................................................   33
     SECTION 3.21   Amendments of Trust Agreement................................................   33
     SECTION 3.22   Certain Representations, Warranties and Covenants Related to Receivables.....   33

ARTICLE IV SATISFACTION AND DISCHARGE............................................................   34

     SECTION 4.01   Satisfaction and Discharge of Indenture......................................   34
     SECTION 4.02   Application of Trust Money...................................................   35
     SECTION 4.03   Repayment of Monies Held by Paying Agent.....................................   36

ARTICLE V EVENTS OF DEFAULT; REMEDIES............................................................   36

     SECTION 5.01   Events of Default............................................................   36
     SECTION 5.02   Rights Upon Event of Default.................................................   37
     SECTION 5.03   Collection of Indebtedness and Suits for Enforcement by Indenture Trustee....   38
     SECTION 5.04   Remedies.....................................................................   40
     SECTION 5.05   Optional Preservation of the Receivables.....................................   41
     SECTION 5.06   Priorities...................................................................   41
     SECTION 5.07   Limitation of Suits..........................................................   41
     SECTION 5.08   Unconditional Rights of Noteholders to Receive Principal and Interest........   42
     SECTION 5.09   Restoration of Rights and Remedies...........................................   42
     SECTION 5.10   Rights and Remedies Cumulative...............................................   42
     SECTION 5.11   Delay or Omission Not a Waiver...............................................   43
     SECTION 5.12   Control by Majority Controlling Noteholders..................................   43
     SECTION 5.13   Waiver of Past Defaults......................................................   43
     SECTION 5.14   Undertaking for Costs........................................................   44
     SECTION 5.15   Waiver of Stay or Extension Laws.............................................   44
     SECTION 5.16   Action on Notes..............................................................   44
     SECTION 5.17   Performance and Enforcement of Certain Obligations...........................   44

ARTICLE VI THE INDENTURE TRUSTEE.................................................................   45

     SECTION 6.01   Duties of Indenture Trustee..................................................   45
     SECTION 6.02   Rights of Indenture Trustee..................................................   47
     SECTION 6.03   Individual Rights of Indenture Trustee.......................................   49
     SECTION 6.04   Indenture Trustee's Disclaimer...............................................   49
     SECTION 6.05   Notice of Defaults...........................................................   49
     SECTION 6.06   Reports by Indenture Trustee to Holders......................................   49
     SECTION 6.07   Compensation and Indemnity...................................................   49
     SECTION 6.08   Replacement of Indenture Trustee.............................................   50
     SECTION 6.09   Successor Indenture Trustee by Merger........................................   51
     SECTION 6.10   Appointment of Co-Indenture Trustee or Separate Indenture Trustee............   52
     SECTION 6.11   Eligibility..................................................................   53
     SECTION 6.12   Collateral Agent to Follow Indenture Trustee's Instructions..................   53
     SECTION 6.13   Preferential Collection of Claims Against Issuer.............................   53
     SECTION 6.14   Representations and Warranties of Indenture Trustee..........................   53
</TABLE>

                                       ii
<PAGE>

<TABLE>
<S>                                                                                                 <C>
     SECTION 6.15   Disqualification of the Indenture Trustee....................................   54
     SECTION 6.16   Waiver of Setoffs............................................................   54
     SECTION 6.17   Control by the Majority Controlling Noteholders..............................   54

ARTICLE VII NOTEHOLDERS' LISTS AND REPORTS.......................................................   54

     SECTION 7.01   Issuer to Furnish Indenture Trustee Names and Addresses of Noteholders.......   54
     SECTION 7.02   Preservation of Information; Communications to Noteholders...................   55
     SECTION 7.03   Reports by Issuer............................................................   55
     SECTION 7.04   Reports by Indenture Trustee.................................................   56

ARTICLE VIII DISTRIBUTIONS; STATEMENTS TO THE NOTEHOLDERS........................................   56

     SECTION 8.01   Lock-Box Account.............................................................   56
     SECTION 8.02   Collection Account...........................................................   56
     SECTION 8.03   Collections..................................................................   56
     SECTION 8.04   Purchase Amounts.............................................................   56
     SECTION 8.05   Distributions to Parties.....................................................   57
     SECTION 8.06   Servicer Advances............................................................   60
     SECTION 8.07   [Reserved]...................................................................   60
     SECTION 8.08   [Reserved]...................................................................   61
     SECTION 8.09   Release of Pledged Assets....................................................   61
     SECTION 8.10   Opinion of Counsel...........................................................   61

ARTICLE IX CREDIT ENHANCEMENT....................................................................   61

     SECTION 9.01   Subordination................................................................   61
     SECTION 9.02   Reserve Account..............................................................   61

ARTICLE X SUPPLEMENTAL INDENTURES................................................................   63

     SECTION 10.01  Supplemental Indentures Without Consent of Noteholders.......................   63
     SECTION 10.02  Supplemental Indentures With Consent of Noteholders..........................   64
     SECTION 10.03  Execution of Supplemental Indentures.........................................   65
     SECTION 10.04  Effect of Supplemental Indenture.............................................   66
     SECTION 10.05  Conformity with Trust Indenture Act..........................................   66
     SECTION 10.06  Reference in Notes to Supplemental Indentures................................   66

ARTICLE XI REDEMPTION OF NOTES...................................................................   66

     SECTION 11.01  Redemption...................................................................   66
     SECTION 11.02  Form of Redemption Notice....................................................   66
     SECTION 11.03  Notes Payable on Redemption Date.............................................   67

ARTICLE XII MISCELLANEOUS........................................................................   67

     SECTION 12.01  Compliance Certificates and Opinions, etc....................................   67
     SECTION 12.02  Form of Documents Delivered to Indenture Trustee.............................   69
     SECTION 12.03  Acts of Noteholders..........................................................   70
     SECTION 12.04  Notices, etc., to Indenture Trustee, Issuer and Rating Agencies..............   70
     SECTION 12.05  Notices to Noteholders; Waiver...............................................   71
     SECTION 12.06  Alternate Payment and Notice Provisions......................................   72
</TABLE>

                                      iii
<PAGE>

<TABLE>
<S>                                                                                                 <C>
     SECTION 12.07  Conflict With Trust Indenture Act............................................   72
     SECTION 12.08  Effect of Headings and Table of Contents.....................................   72
     SECTION 12.09  Successors and Assigns.......................................................   72
     SECTION 12.10  Separability.................................................................   72
     SECTION 12.11  Benefits of Indenture........................................................   72
     SECTION 12.12  Legal Holidays...............................................................   72
     SECTION 12.13  Governing Law................................................................   73
     SECTION 12.14  Counterparts.................................................................   73
     SECTION 12.15  Recording of Indenture.......................................................   73
     SECTION 12.16  Trust Obligation.............................................................   73
     SECTION 12.17  No Petition..................................................................   73
     SECTION 12.18  Inspection...................................................................   73
     SECTION 12.19  Limitation of Liability of Owner Trustee.....................................   74
     SECTION 12.20  No Legal Title in Holders....................................................   74
     SECTION 12.21  Sarbanes-Oxley Certifications................................................   74
     SECTION 12.22  Notes are Trust Obligations..................................................   74
</TABLE>

EXHIBITS
Schedule A     Form of Depository Agreement
Exhibit A-1    Form of Class A-1 Note
Exhibit A-2    Form of Class A-2 Note
Exhibit A-3    Form of Class A-3 Note
Exhibit A-4    Form of Class A-4 Note
Exhibit A-5    Form of Class B Note
Exhibit A-6    Form of Class C Note
Exhibit A-7    Form of Class D Note

                                       iv
<PAGE>

CROSS REFERENCE TABLE

<TABLE>
<CAPTION>
Trust Indenture     Indenture
Act Section         Section
<S>                 <C>
310(a)              6.11
310(b)              6.11
310(c)              N/A
311(a)              6.13
311(b)              6.13
311(c)              N/A
312(a)              N/A
312(b)              7.02
312(c)              7.02
313(a)              7.04
313(b)              7.04
313(c)              7.03
314(a)              7.03
314(b)              3.06
314(c)              2.11, 8.09, 12.01
314(d)              2.11, 8.09, 12.01
314(e)              13.01
314(f)              N/A
315(a)              N/A
315(b)              N/A
315(c)              N/A
315(d)              N/A
315(e)              N/A
316(a)              N/A
316(b)              N/A
316(c)              12.03
317(a)              N/A
317(b)              N/A
318(a)              N/A
</TABLE>

                                       v
<PAGE>

      This INDENTURE, dated as of November 1, 2005, is entered into between BAY
VIEW 2005-3 OWNER TRUST, a Delaware statutory trust, as issuer (the "Issuer"),
and JPMORGAN CHASE BANK, NATIONAL ASSOCIATION, a national banking association,
as indenture trustee (the "Indenture Trustee").

      Each party agrees as follows for the benefit of the other parties and for
the benefit of the Noteholders:

                                 GRANTING CLAUSE

      The Issuer hereby Grants to the Indenture Trustee on the Closing Date, on
behalf of and for the benefit of the Noteholders without recourse, all of the
Issuer's right, title and interest in, to and under, (i) the Receivables listed
on Schedule A to the Trust Agreement, (ii) the security interests in the
Financed Vehicles or in any other property granted by Obligors pursuant to the
Receivables, (iii) any proceeds from claims and other amounts relating to
Insurance Policies and other items financed under the Receivables or otherwise
covering an Obligor or a Financed Vehicle, (iv) any Liquidation Proceeds, (v)
all property (including the right to receive future Liquidation Proceeds) that
secures a Receivable and that has been or may be acquired pursuant to the
liquidation of the Receivable, (vi) the interest of the Issuer in any proceeds
from recourse to Dealers relating to the Receivables, (vii) all documents
contained in the Receivable Files relating to the Receivables, (viii) all monies
paid on the Receivables, and all monies due thereon after the Cut-off Date, (ix)
the rights of the Transferor pursuant to the Purchase Agreement and the rights
of the Issuer pursuant to the Trust Agreement and the Transfer and Contribution
Agreement, including without limitation, a direct right to cause BVAC to
purchase Receivables from the Transferor upon the occurrence of a breach of any
of the representations and warranties contained in Section 3.02 of the Purchase
Agreement or the failure of BVAC to timely comply with its obligations pursuant
to Section 5.06 of the Purchase Agreement and (x) all proceeds (including,
without limitation, "proceeds" as defined in the UCC of the jurisdiction the law
of which governs the perfection of the interest in such Receivables and such
other property so transferred) of any of the foregoing. Such property described
in the preceding sentence, together with the following other property: (a) any
and all other right, title and interest, including any beneficial interest the
Issuer may have in the Collection Account, the Reserve Account and the Lock-Box
Account; (b) the funds deposited in and financial assets credited to and from
time to time on deposit in such accounts; and (c) all Eligible Investments and
other securities, instruments and other investments purchased from such funds,
shall hereinafter be referred to as the "Pledged Assets" all of which the Issuer
hereby Grants to the Indenture Trustee on the Closing Date, on behalf of and for
the benefit of the Noteholders without recourse. The Issuer does not convey to
the Indenture Trustee, and the Pledged Assets do not include, any interest in
any contracts with Dealers related to any "dealer reserve" or any rights to the
recapture of any dealer reserve with respect to such Receivables.

      The foregoing Grant is made in trust to secure the payment of principal of
and interest on, and any other amounts owing in respect of, the Notes, equally
and ratably without prejudice, priority or distinction (except as provided
herein with respect to the subordination of the (i) principal payments in
respect of the Class A-2 Notes, the Class A-3 Notes and the Class A-4 Notes to
the Class A-1 Notes after acceleration of the Notes following a payment default,
(ii) Class B Notes to the Class A Notes, (iii) the Class C Notes to both of the
Class B Notes and the


<PAGE>

Class A Notes, and (iv) the Class D Notes to each of the Class C Notes, the
Class B Notes and the Class A Notes), and to secure compliance with the
provisions of this Indenture, all as provided in this Indenture.

      The Indenture Trustee, as Indenture Trustee on behalf of the Noteholders,
acknowledges such Grant, accepts the trust under this Indenture in accordance
with the provisions of this Indenture and agrees to perform its duties required
in this Indenture to the best of its ability to the end that the interests of
the Noteholders may be adequately and effectively protected.

                                   ARTICLE I

                   DEFINITIONS AND INCORPORATION BY REFERENCE

      SECTION 1.01 DEFINITIONS.

            (a) Except as otherwise specified herein or as the context may
otherwise require, (i) capitalized terms that are used herein that are not
otherwise defined herein shall have the meanings assigned to them in the Trust
Agreement (as defined below) and (ii) the following terms have the respective
meanings set forth below for all purposes of this Indenture.

            "Act" shall have the meaning specified in Section 12.03(a) hereof.

            "Authorized Officer" means, with respect to the Issuer, the Owner
Trustee and the Servicer, any officer of the Issuer, the Owner Trustee or the
Servicer, as applicable, or agent acting pursuant to a power of attorney, with
respect to the Back-up Servicer, any officer or agent of the Back-up Servicer,
in each case who is identified on the list of Authorized Officers delivered to
the Indenture Trustee on the Closing Date (as such list may be modified or
supplemented from time to time thereafter) and, so long as the Administration
Agreement is in effect, any Vice President or more senior officer of the
Administrator who is authorized to act for the Administrator in matters relating
to the Issuer and to be acted upon by the Administrator pursuant to the
Administration Agreement and who is identified on a list of Authorized Officers
delivered by the Administrator to the Indenture Trustee on the Closing Date (as
such list may be modified or supplemented from time to time thereafter).

            "Book-Entry Notes" means a beneficial interest in the Notes,
ownership and transfers of which shall be made through book entries by a
Clearing Agency as described in Section 2.08 hereof.

            "BVAC" means Bay View Acceptance Corporation, a Nevada corporation,
and its successors.

            "Certificate Balance" means, as of any date of determination, the
Initial Certificate Principal Balance minus all payments of Certificate Monthly
Principal actually distributed to the Certificateholders as of such date of
determination.

            "Certificate Monthly Interest" means, for any Payment Date, the
product of (x) one twelfth of the Certificate Pass-Through Rate or, in the case
of the first Payment Date, 19/360 and (y) the Certificate Balance as of the
immediately preceding Payment Date (after giving effect

                                       2
<PAGE>

to any payments of Certificate Monthly Principal made on such immediately
preceding Payment Date) or, in the case of the first Payment Date, the Closing
Date.

            "Certificate Monthly Principal" means that portion of Monthly
Principal to be paid to the Certificateholders on each Payment Date in
accordance with Section 8.05 hereof.

            "Certificate Pass-Through Rate" means the per annum rate set forth
in the Certificate Purchase Agreement.

            "Certificate Purchase Agreement" means the Certificate Purchase
Agreement, dated December 6, 2005, among BVAC, the Transferor and J.P. Morgan
Securities Inc. relating to the purchase by J.P. Morgan Securities Inc. of the
Certificates.

            "Certificate Redemption Price" means the sum of (i) the outstanding
Certificate Balance and (ii) accrued and unpaid interest on the Certificates at
the Certificate Pass-Through Rate.

            "Certificateholders' Principal Distribution Amount" means, as of any
Payment Date, the excess (if any) of (A) the Target Principal Distribution
Amount over (B) the Noteholder Principal Distribution Amount.

            "Class" means all Notes whose form is identical except for variation
in denomination, principal amount or owner.

            "Class A Monthly Interest" means, for any Payment Date, the sum of
Class A-1 Monthly Interest, Class A-2 Monthly Interest, Class A-3 Monthly
Interest and Class A-4 Monthly Interest.

            "Class A Monthly Principal" means, for any Payment Date, the sum of
Class A-1 Monthly Principal, Class A-2 Monthly Principal, Class A-3 Monthly
Principal and Class A-4 Monthly Principal.

            "Class A Note" means a Class A-1 Note, a Class A-2 Note, a Class A-3
Note or a Class A-4 Note.

            "Class A Note Balance" means, for any date of determination, the
aggregate of the Class A-1 Note Balance, Class A-2 Note Balance, Class A-3 Note
Balance and Class A-4 Note Balance for such date of determination.

            "Class A Noteholder" means a Class A-1 Noteholder, a Class A-2
Noteholder, a Class A-3 Noteholder or a Class A-4 Noteholder.

            "Class A-l Interest Rate" means 4.41475% per annum.

            "Class A-l Monthly Interest" means, (i) for the first Payment Date,
the product of (x) one-three hundred sixtieth (1/360th) of the Class A-l
Interest Rate, (y) the actual number of days from and including the Closing Date
through and including the day before the first Payment Date and (z) the Initial
Class A-l Note Balance and (ii) for any subsequent Payment Date, the

                                       3
<PAGE>

product of (x) one-three hundred sixtieth (1/360th) of the Class A-l Interest
Rate, the (y) actual number of days from and including the previous Payment Date
through and including the day before the related Payment Date and (z) the Class
A-l Note Balance as of the immediately preceding Payment Date (after giving
effect to any payment of Monthly Principal made on such immediately preceding
Payment Date).

            "Class A-1 Monthly Principal" means that portion of Monthly
Principal to be paid to Class A-1 Noteholders on each Payment Date in accordance
with Section 8.05 hereof.

            "Class A-l Note" means a promissory note executed on behalf of the
Trust and authenticated by the Indenture Trustee substantially in the form
attached hereto as Exhibit A-l.

            "Class A-l Note Balance" means, as of any date of determination, the
Initial Class A-l Note Balance minus all payments of Monthly Principal actually
distributed to Class A-l Noteholders as of such date of determination.

            "Class A-1 Noteholder" means the Person in whose name the respective
Class A-1 Note shall be registered in the Note Register, except that, solely for
the purposes of giving any consent, waiver, request, or demand pursuant to this
Indenture, the interest evidenced by any Class A-1 Note registered in the name
of the Issuer, the Transferor, the Servicer or BVAC, or any Person controlling,
controlled by, or under common control with the Issuer, the Transferor or the
Servicer, shall not be taken into account in determining whether the requisite
percentage necessary to effect any such consent, waiver, request, or demand
shall have been obtained.

            "Class A-2 Interest Rate" means 4.86% per annum.

            "Class A-2 Monthly Interest" means for any Payment Date, the product
of (x) one-twelfth of the Class A-2 Interest Rate or, in the case of the first
Payment Date, 19/360 and (y) the Class A-2 Note Balance as of the immediately
preceding Payment Date (after giving effect to any payment of Monthly Principal
made on such immediately preceding Payment Date) or, in the case of the first
Payment Date, the Closing Date.

            "Class A-2 Monthly Principal" means that portion of Monthly
Principal to be paid to Class A-2 Noteholders on each Payment Date in accordance
with Section 8.05 hereof.

            "Class A-2 Note" means a promissory note executed on behalf of the
Trust and authenticated by the Indenture Trustee substantially in the form
attached hereto as Exhibit A-2.

            "Class A-2 Note Balance" means, as of any date of determination, the
Initial Class A-2 Note Balance minus all payments of Monthly Principal actually
distributed to Class A-2 Noteholders as of such date of determination.

            "Class A-2 Noteholder" means the Person in whose name the respective
Class A-2 Note shall be registered in the Note Register, except that, solely for
the purposes of giving any consent, waiver, request, or demand pursuant to this
Indenture, the interest evidenced by any Class A-2 Note registered in the name
of the Issuer, the Transferor, the Servicer or BVAC, or any Person controlling,
controlled by, or under common control with the Issuer, the

                                       4
<PAGE>
Transferor or the Servicer, shall not be taken into account in determining
whether the requisite percentage necessary to effect any such consent, waiver,
request, or demand shall have been obtained.

            "Class A-3 Interest Rate" means 4.91% per annum.

            "Class A-3 Monthly Interest" means, for any Payment Date, the
product of (x) one twelfth of the Class A-3 Interest Rate or, in the case of the
first Payment Date, 19/360 and (y) the Class A-3 Note Balance as of the
immediately preceding Payment Date (after giving effect to any payment of
Monthly Principal made on such immediately preceding Payment Date) or, in the
case of the first Payment Date, the Closing Date.

            "Class A-3 Monthly Principal" means that portion of Monthly
Principal to be paid to Class A-3 Noteholders on each Payment Date in accordance
with Section 8.05 hereof.

            "Class A-3 Note" means a promissory note executed on behalf of the
Trust and authenticated by the Indenture Trustee substantially in the form
attached hereto as Exhibit A-3.

            "Class A-3 Note Balance" means, as of any date of determination, the
Initial Class A-3 Note Balance minus all payments of Monthly Principal actually
distributed to Class A-3 Noteholders as of such date of determination.

            "Class A-3 Noteholder" means the Person in whose name the respective
Class A-3 Note shall be registered in the Note Register, except that, solely for
the purposes of giving any consent, waiver, request, or demand pursuant to this
Indenture, the interest evidenced by any Class A-3 Note registered in the name
of the Issuer, the Transferor, the Servicer or BVAC, or any Person controlling,
controlled by, or under common control with the Issuer, the Transferor or the
Servicer, shall not be taken into account in determining whether the requisite
percentage necessary to effect any such consent, waiver, request, or demand
shall have been obtained.

            "Class A-4 Interest Rate" means 5.01% per annum.

            "Class A-4 Monthly Interest" means, for any Payment Date, the
product of (x) one twelfth of the Class A-4 Interest Rate or, in the case of the
first Payment Date, 19/360 and (y) the Class A-4 Note Balance as of the
immediately preceding Payment Date (after giving effect to any payment of
Monthly Principal made on such immediately preceding Payment Date) or, in the
case of the first Payment Date, the Closing Date.

            "Class A-4 Monthly Principal" means that portion of Monthly
Principal to be paid to Class A-4 Noteholders on each Payment Date in accordance
with Section 8.05 hereof.

            "Class A-4 Note" means a promissory note executed on behalf of the
Trust and authenticated by the Indenture Trustee substantially in the form
attached hereto as Exhibit A-4.

            "Class A-4 Note Balance" means, as of any date of determination, the
Initial Class A-4 Note Balance minus all payments of Monthly Principal actually
distributed to Class A-4 Noteholders as of such date of determination.

                                       5
<PAGE>

            "Class A-4 Noteholder" means the Person in whose name the respective
Class A-4 Note shall be registered in the Note Register, except that, solely for
the purposes of giving any consent, waiver, request, or demand pursuant to this
Indenture, the interest evidenced by any Class A-4 Note registered in the name
of the Issuer, the Transferor, the Servicer or BVAC, or any Person controlling,
controlled by, or under common control with the Issuer, the Transferor or the
Servicer, shall not be taken into account in determining whether the requisite
percentage necessary to effect any such consent, waiver, request, or demand
shall have been obtained.

            "Class B Interest Rate" means 5.16% per annum.

            "Class B Monthly Interest" means, for any Payment Date, the product
of (x) one twelfth of the Class B Interest Rate or, in the case of the first
Payment Date, 19/360 and (y) the Class B Note Balance as of the immediately
preceding Payment Date (after giving effect to any payment of Monthly Principal
made on such immediately preceding Payment Date) or, in the case of the first
Payment Date, the Closing Date.

            "Class B Monthly Principal" means that portion of Monthly Principal
to be paid to Class B Noteholders on each Payment Date in accordance with
Section 8.05 hereof.

            "Class B Note" means a promissory note executed on behalf of the
Trust and authenticated by the Indenture Trustee substantially in the form
attached hereto as Exhibit A-5.

            "Class B Note Balance" means, as of any date of determination, the
Initial Class B Note Balance minus all payments of Monthly Principal actually
distributed to Class B Noteholders as of such date of determination.

            "Class B Noteholder" means the Person in whose name the respective
Class B Note shall be registered in the Note Register, except that, solely for
the purposes of giving any consent, waiver, request, or demand pursuant to this
Indenture, the interest evidenced by any Class B Note registered in the name of
the Issuer, the Transferor, the Servicer or BVAC, or any Person controlling,
controlled by, or under common control with the Issuer, the Transferor or the
Servicer, shall not be taken into account in determining whether the requisite
percentage necessary to effect any such consent, waiver, request, or demand
shall have been obtained.

            "Class C Interest Rate" means 5.31% per annum.

            "Class C Monthly Interest" means, for any Payment Date, the product
of (x) one twelfth of the Class C Interest Rate or, in the case of the first
Payment Date, 19/360 and (y) the Class C Note Balance as of the immediately
preceding Payment Date (after giving effect to any payment of Monthly Principal
made on such immediately preceding Payment Date) or, in the case of the first
Payment Date, the Closing Date.

            "Class C Monthly Principal" means that portion of Monthly Principal
to be paid to Class C Noteholders on each Payment Date in accordance with
Section 8.05 hereof.

            "Class C Note" means a promissory note executed on behalf of the
Trust and authenticated by the Indenture Trustee substantially in the form
attached hereto as Exhibit A-6.

                                       6
<PAGE>

            "Class C Note Balance" means, as of any date of determination, the
Initial Class C Note Balance minus all payments of Monthly Principal actually
distributed to Class C Noteholders as of such date of determination.

            "Class C Noteholder" means the Person in whose name the respective
Class C Note shall be registered in the Note Register, except that, solely for
the purposes of giving any consent, waiver, request, or demand pursuant to this
Indenture, the interest evidenced by any Class C Note registered in the name of
the Issuer, the Transferor, the Servicer or BVAC, or any Person controlling,
controlled by, or under common control with the Issuer, the Transferor or the
Servicer, shall not be taken into account in determining whether the requisite
percentage necessary to effect any such consent, waiver, request, or demand
shall have been obtained.

            "Class D Interest Rate" means 5.65% per annum.

            "Class D Monthly Interest" means, for any Payment Date, the product
of (x) one twelfth of the Class D Interest Rate or, in the case of the first
Payment Date, 19/360 and (y) the Class D Note Balance as of the immediately
preceding Payment Date (after giving effect to any payment of Monthly Principal
made on such immediately preceding Payment Date) or, in the case of the first
Payment Date, the Closing Date.

            "Class D Monthly Principal" means that portion of Monthly Principal
to be paid to Class D Noteholders on each Payment Date in accordance with
Section 8.05 hereof.

            "Class D Note" means a promissory note executed on behalf of the
Trust and authenticated by the Indenture Trustee substantially in the form
attached hereto as Exhibit A-7.

            "Class D Note Balance" means, as of any date of determination, the
Initial Class D Note Balance minus all payments of Monthly Principal actually
distributed to Class D Noteholders as of such date of determination.

            "Class D Noteholder" means the Person in whose name the respective
Class D Note shall be registered in the Note Register, except that, solely for
the purposes of giving any consent, waiver, request, or demand pursuant to this
Indenture, the interest evidenced by any Class D Note registered in the name of
the Issuer, the Transferor, the Servicer or BVAC, or any Person controlling,
controlled by, or under common control with the Issuer, the Transferor or the
Servicer, shall not be taken into account in determining whether the requisite
percentage necessary to effect any such consent, waiver, request, or demand
shall have been obtained.

            "Clearing Agency" means an organization registered as a "Clearing
Agency" pursuant to Section 17A of the Exchange Act.

            "Clearing Agency Participant" means a broker, dealer, bank, other
financial institution or other Person for whom from time to time a Clearing
Agency effects book-entry transfers and pledges of securities deposited with the
Clearing Agency.

            "Code" means the Internal Revenue Code of 1986, as amended.

                                       7
<PAGE>

            "Collateral Agent" means JPMorgan Chase Bank, National Association,
in its capacity as collateral agent under this Indenture and its successors and
assigns hereunder.

            "Controlling Class" means, with respect to any Notes Outstanding,
the Class A Notes (voting together as a single class) so long as any Class A
Notes are Outstanding, and thereafter the Class B Notes so long as any Class B
Notes are Outstanding, and thereafter the Class C Notes so long as any Class C
Notes are Outstanding, and thereafter the Class D Notes so long as any Class D
Notes are Outstanding (excluding, in each case, Notes held by the Servicer or
any of its Affiliates).

            "Corporate Trust Office" means the corporate trust office of the
Indenture Trustee, which at time of execution of this Indenture is 600 Travis
St., 9th Floor, Houston, Texas 77002, Attention: Structured Finance - Bay View
2005-3 or at such other address as the Indenture Trustee may designate from time
to time by notice the Noteholders, the Servicer, the Back-up Servicer and the
Issuer, or the principal corporate trust office of any successor Indenture
Trustee (the address of which the successor Indenture Trustee will notify the
Noteholders and the Issuer).

            "Cram Down Loss" means, for any Receivable (other than a Charged-Off
Receivable), if a court of appropriate jurisdiction in an insolvency proceeding
issues a ruling that reduces the amount owed on the Receivable or otherwise
modifies or restructures the scheduled payments to be made on the Receivable, an
amount equal to the Principal Balance of the Receivable immediately prior to the
order minus the Principal Balance of the Receivable as so reduced, modified or
restructured.

            "Default" means any occurrence that is, or with notice or the lapse
of time or both would become, an Event of Default.

            "Definitive Notes" shall have the meaning specified in Section 2.08
hereof.

            "Depository Agreement" means the agreement dated the Closing Date
among the Issuer, the Indenture Trustee and DTC, as the initial Clearing Agency,
relating to the Notes, substantially in the form attached hereto as Schedule A.

            "Determination Date" means, for each Collection Period, the
twentieth calendar day of the immediately succeeding month or if such day is not
a Business Day, the next following Business Day.

            "Draw Date" means a date no later than the third Business Day prior
to each Payment Date.

            "DTC" means The Depository Trust Company, a New York corporation.

            "ERISA" means the Employee Retirement Income Security Act of 1974,
as amended.

            "Event of Default" shall have the meaning specified in Section
5.01(a) hereof.

                                       8
<PAGE>

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

            "Executive Officer" means, with respect to any corporation or bank,
the Chief Executive Officer, Chief Operating Officer, Chief Financial Officer,
President, Executive Vice President, any Vice President, the Secretary or the
Treasurer of such corporation or bank; and with respect to any partnership, any
general partner thereof.

            "Final Maturity Date" means the November 2006 Payment Date with
respect to the Class A-l Notes, the May 2009 Payment Date with respect to the
Class A-2 Notes, the November 2010 Payment Date with respect to the Class A-3
Notes, the June 2014 Payment Date with respect to the Class A-4 Notes, the June
2014 Payment Date with respect to the Class B Notes, the June 2014 Payment Date
with respect to the Class C Notes and the June 2014 Payment Date with respect to
the Class D Notes.

            "Grant" means mortgage, pledge, bargain, sell, warrant, alienate,
remise, release, convey, assign, transfer, create and grant a lien upon and a
security interest in and right of set-off against, deposit, set over and confirm
pursuant to this Indenture. A Grant of the Pledged Assets or of any other
agreement or instrument shall include all rights, powers and options (but none
of the obligations) of the granting party thereunder, including the immediate
and continuing right to claim for, collect, receive and give receipt for
principal and interest payments in respect of the Pledged Assets and all other
monies payable thereunder, to give and receive notices and other communications,
to make waivers or other agreements, to exercise all rights and options, to
bring a Proceeding in the name of the granting party or otherwise and generally
to do and receive anything that the granting party is or may be entitled to do
or receive thereunder or with respect thereto.

            "Holder" means the Person in whose name a Note is registered on the
Note Register on the applicable Record Date.

            "Indebtedness" means, with respect to any Person at any time, (i)
indebtedness or liability of such Person for borrowed money whether or not
evidenced by bonds, debentures, notes or other instruments, or for the deferred
purchase price of property or services (including trade obligations); (ii)
obligations of such Person as lessee under leases which should have been or
should be, in accordance with generally accepted accounting principles, recorded
as capital leases; (iii) current liabilities of such Person in respect of
unfunded vested benefits under plans covered by Title IV of ERISA; (iv)
obligations issued for or liabilities incurred on the account of such Person;
(v) obligations or liabilities of such Person arising under acceptance
facilities; (vi) obligations of such Person under any guarantees, endorsements
(other than for collection or deposit in the ordinary course of business) and
other contingent obligations to purchase, to provide funds for payment, to
supply funds to invest in any Person or otherwise to assure a creditor against
loss; (vii) obligations of such Person secured by any lien on property or assets
of such Person, whether or not the obligations have been assumed by such Person;
provided that the amount of such Indebtedness if not so assumed shall in no
event be deemed to be greater than the fair market value from time to time (as
reasonably determined in good faith by the Issuer) of the property subject to
such lien; or (viii) obligations of such Person under any interest rate or
currency exchange agreement.

                                       9
<PAGE>

            "Indenture" means this Indenture, as amended or supplemented from
time to time.

            "Indenture Trustee" means JPMorgan Chase Bank, National Association,
a national banking association, as the Indenture Trustee under this Indenture
and its permitted successors and assigns.

            "Independent" when used with respect to any specified Person, means
such a Person who (i) is in fact independent of the Issuer, the Transferor and
any of their respective Affiliates, (ii) is not a director, officer or employee
of the Issuer, the Transferor or any of their respective Affiliates, (iii) is
not a person related to any officer or director of the Issuer, the Transferor or
any of their respective Affiliates, (iv) is not a holder (directly or
indirectly) of more than 10% of any voting securities of the Issuer, the
Transferor or any of their respective Affiliates, and (v) is not connected with
the Issuer, the Transferor or any of their respective Affiliates as an officer,
employee, promoter, underwriter, trustee, partner, director or person performing
similar functions.

            "Independent Certificate" means a certificate or opinion to be
delivered to the Indenture Trustee, under the circumstances described in, and
otherwise complying with, the applicable requirements of Section 12.01 hereof,
made by an Independent appraiser or other expert appointed by an Issuer Order
and approved by the Indenture Trustee in the exercise of reasonable care, and
such opinion or certificate shall state that the signer has read the definition
of Independent in this Indenture and that the signer is Independent within the
meaning thereof.

            "Initial Certificate Principal Balance" means $5,507,133.

            "Initial Class A-1 Note Balance" means $26,600,000.

            "Initial Class A-2 Note Balance" means $73,500,000.

            "Initial Class A-3 Note Balance" means $53,100,000.

            "Initial Class A-4 Note Balance" means $38,270,000.

            "Initial Class B Note Balance" means $8,810,000.

            "Initial Class C Note Balance" means $7,160,000.

            "Initial Class D Note Balance" means $7,160,000.

            "Insurance Policies" means any physical damage, credit life and
credit accident and health insurance policies or certificates or any vendor's
single interest physical damage insurance policy relating to the Receivables,
the Financed Vehicles or the Obligors.

            "Issuer" means Bay View 2005-3 Owner Trust as the issuer of the
Notes under this Indenture and its permitted successors and assigns.

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

                                       10
<PAGE>

            "Majority Controlling Noteholders" means, as of any date of
determination, the Holders holding in the aggregate 50% or more of the
outstanding Note Balance of the Controlling Class as of such date.

            "Majority Noteholders" means, as of any date of determination, the
Holders holding the aggregate 50% or more of the outstanding Note Balance of the
Notes as of such date, determined as a single class.

            "Monthly Interest" means, with respect to any Payment Date, the sum
of Class A Monthly Interest, Class B Monthly Interest, Class C Monthly Interest
and Class D Monthly Interest.

            "Monthly Principal" means for any Payment Date, the sum of the
principal paid in respect of the Notes and/or the Certificate, as appropriate.

            "Note" means a Class A-1 Note, a Class A-2 Note, a Class A-3 Note, a
Class A-4 Note, a Class B Note, a Class C Note and a Class D Note.

            "Note Balance" means the Class A-1 Note Balance, the Class A-2 Note
Balance, the Class A-3 Note Balance, the Class A-4 Note Balance, the Class B
Note Balance, the Class C Note Balance or the Class D Note Balance or the sum of
such Note Balances, depending upon the context. When the term "Note Balances" is
used herein with respect to an issue relating to direction of, the consent of or
voting of Noteholders, such term shall refer only to the classes of Notes then
Outstanding.

            "Noteholder" means any Holder of a Note.

            "Noteholder List" has the meaning specified in Section 7.01 hereof.

            "Noteholders Calculated Principal Distribution Amount" means the
excess (if any) of the aggregate Note Balance as of the immediately prior
Payment Date (after giving effect to any payments on the Notes on such Payment
Date) over the lesser of (A)(i) 94.00% of the Pool Balance as of the end of the
Collection Period related to the Payment Date upon which the determination is
made plus (ii) $3,851,874.82 and (B) the excess (if any) of (i) the Pool Balance
as of the end of the Collection Period related to the Payment Date upon which
the determination is made over (ii) $1,650,803.49.

            "Noteholders Principal Distribution Amount" means, on any Payment
Date, the lesser of the Noteholders Calculated Principal Distribution Amount and
the Target Principal Distribution Amount; provided, that (a) if on the related
Payment Date the Reserve Account Condition is not satisfied then the Noteholders
Principal Distribution Amount on such Payment Date shall equal the Target
Principal Distribution Amount for such Payment Date, (b) if on the related
Payment Date the Class A-1 Notes remain outstanding, then the Noteholders
Principal Distribution Amount on such Payment shall equal the lesser of (i) the
greater of (x) the Noteholders Calculated Principal Distribution Amount for such
Payment Date and (y) the aggregate Outstanding Class A-1 Note Balance as of such
Payment Date and (ii) the Target Principal Distribution Amount for such Payment
Date and (c) on or after the final maturity date

                                       11
<PAGE>

for any Class of Notes, the Noteholders Principal Distribution Amount will equal
at least the amount needed to repay the principal amount of that Class of Notes
in full.

            "Note Owner" means, with respect to a Book-Entry Note, the Person
who is the beneficial owner of such Book-Entry Note, as reflected on the books
of the Clearing Agency, or on the books of a Person maintaining an account with
such Clearing Agency (directly as a Clearing Agency Participant or as an
indirect participant, in each case in accordance with the rules of such Clearing
Agency).

            "Note Redemption Price" means an amount equal to the sum of: (i) the
aggregate Note Balance plus (ii) accrued and unpaid interest on the Notes at the
respective interest rates of each class of Notes being so redeemed through the
end of the related Collection Period.

            "Note Register" and "Note Registrar" have the respective meanings
specified in Section 2.04 hereof.

            "Officer's Certificate" means a certificate signed by an Authorized
Officer of the Issuer, under the circumstances described in, and otherwise
complying with, the applicable requirements of Section 12.01 hereof, and
delivered to, the Indenture Trustee.

            "Opinion of Counsel" means one or more written opinions of counsel
who may, except as otherwise expressly provided in this Indenture, be employees
of or counsel to the Transferor or the Issuer and who shall be satisfactory to
the Indenture Trustee, and which shall comply with any applicable requirements
of Section 12.01 hereof.

            "Outstanding" or "Outstanding Notes" means, as of the date of
determination, all Notes theretofore authenticated and delivered under this
Indenture except:

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

                  (ii) Notes or portions thereof the payment for which money in
      the necessary amount has been theretofore deposited with the Indenture
      Trustee or any Paying Agent in trust for the Holders of such Notes
      (provided, however, that if such Notes are to be redeemed, notice of such
      redemption has been duly given pursuant to this Indenture or provision for
      such notice has been made, satisfactory to the Indenture Trustee, has been
      made); and

                  (iii) Notes in exchange for or in lieu of other Notes which
      have been authenticated and delivered pursuant to this Indenture unless
      proof satisfactory to the Indenture Trustee is presented that any such
      Notes are held by a bona fide purchaser; provided, however, that in
      determining whether the Holders of the requisite Outstanding Note Balance
      have given any request, demand, authorization, direction, notice, consent
      or waiver hereunder or under any other Basic Document, Notes owned by the
      Issuer, the Transferor, BVAC, any other obligor upon the Notes, or any of
      their respective Affiliates shall be disregarded and deemed not to be
      Outstanding, except that, in determining whether the Indenture Trustee
      shall be protected in relying upon any such request, demand,
      authorization, direction, notice, consent or waiver, only Notes that a
      Responsible

                                       12
<PAGE>

      Officer of the Indenture Trustee either actually knows to be so owned or
      has received written notice thereof shall be so disregarded. Notes so
      owned that have been pledged in good faith may be regarded as Outstanding
      if the pledgee establishes to the satisfaction of the Indenture Trustee
      the pledgee's right so to act with respect to such Notes and that the
      pledgee is not the Issuer, the Transferor, BVAC, any other obligor upon
      the Notes, or any of their respective Affiliates.

            "Owner Trustee" means Wilmington Trust Company, acting not in its
individual capacity but solely as owner trustee under the Trust Agreement on
behalf of the Trust.

            "Paying Agent" means the Indenture Trustee or any other Person that
meets the eligibility standards for the Indenture Trustee specified in Section
6.11 hereof and is authorized by the Issuer to make the distributions from the
Collection Account, including payment of principal of or interest on the Notes
on behalf of the Issuer.

            "Plan" means any Person that is (i) an "employee benefit plan" (as
defined in Section 3(3) of ERISA) that is subject to the provisions of Title I
of ERISA, (ii) a "plan" (as defined in Section 4975(e)(1) of the Code) that is
subject to Section 4975 of the Code or (iii) an entity whose underlying assets
include assets of a plan described in (i) or (ii) above by reason of such plan's
investment in the entity.

            "Pledged Assets" has the meaning provided in the Granting Clause of
this Indenture.

            "Predecessor Note" means, with respect to any particular Note, every
previous Note evidencing all or a portion of the same debt as that evidenced by
such particular Note; and, for the purpose of this definition, any Note
authenticated and delivered under Section 2.05 hereof in lieu of a mutilated,
lost, destroyed or stolen Note shall be deemed to evidence the same debt as the
mutilated, lost, destroyed or stolen Note.

            "Principal Balance" means, for any Receivable as of any date,

                  (1) the Amount Financed

            minus

                  (2) the sum, without duplication, of

                        (a) that portion of all Scheduled Receivable Payments
            received on or prior to such day allocable to principal;

            plus

                        (b) any portion refunded to Obligors of extended
            warranty protection plan costs, or of physical damage, credit life,
            or disability insurance premiums included in the Amount Financed;

            plus

                                       13
<PAGE>

                        (c) any payment of the purchase amount with respect to
            the Receivable allocable to principal;

            plus

                        (d) the principal portion of any Modified Schedule
            Receivable Payments received on or prior to such day;

            plus

                        (e) any prepayment in full or any partial prepayments
            applied to reduce the principal balance of the Receivable;

            plus

                        (f) the amount of any Cram Down Loss;

provided, however, that any Charged-off Receivable or Purchased Receivable will
have a Principal Balance of zero as of the last day of the Collection Period in
which such Receivable was charged-off or repurchased, as applicable.

            "Principal Payment Sequence" means the order in which payments in
respect of Outstanding principal of the Notes shall be distributed among the
Noteholders pursuant to Section 8.05(a)(viii) which shall be:

                  1. to the Class A-1 Noteholders until the Class A-1 Note
      Balance has been reduced to zero;

                  2. to the Class A-2 Noteholders until the Class A-2 Note
      Balance has been reduced to zero;

                  3. to the Class A-3 Noteholders until the Class A-3 Note
      Balance has been reduced to zero;

                  4. to the Class A-4 Noteholders until the Class A-4 Note
      Balance has been reduced to zero;

                  5. to the Class B Noteholders until the Class B Note Balance
      has been reduced to zero;

                  6. to the Class C Noteholders until the Class C Note Balance
      has been reduced to zero; and

                  7. to the Class D Noteholders until the Class D Note Balance
      has been reduced to zero.

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

                                       14
<PAGE>

            "Rating Agency Condition" means, with respect to any action, that
(i) Moody's shall have been given ten Business Days (or such shorter period as
is acceptable to, or such longer period as may be required by Moody's) prior
notice thereof and that Moody's shall have notified the Transferor, the Servicer
and the Issuer in writing that such action will not result in a qualification,
reduction or withdrawal of its then-current rating of any Class of Notes and
(ii) Standard & Poor's shall have been given ten Business Days (or such shorter
period as is acceptable to, or such longer period as may be required by Standard
& Poor's) prior notice thereof and copies of all documentation relating to the
event requiring such Rating Agency Condition and that Standard & Poor's shall
have notified the Transferor, the Servicer and the Issuer in writing that such
action will not result in a qualification, reduction or withdrawal of its
then-current rating of any Class of Notes.

            "Rating Event" means the qualification, reduction or withdrawal by
either Rating Agency of its then-current rating of any Class of Notes.

            "Record Date" means, with respect to a Payment Date or Redemption
Date, the close of business on the last day of the related Collection Period.

            "Recoveries of Advances" means, for any Collection Period, all
payments received by the Servicer by or on behalf of Obligors (other than
Obligors with respect to Defaulted Receivables and excluding reimbursements of
Outstanding Advances on Defaulted Receivables pursuant to Section 8.05(a)(ii) or
Section 8.05(g)(ii) hereof) during such Collection Period representing
recoveries of Interest Shortfalls for which Advances were made for prior
Collection Periods.

            "Redemption Date" means the Payment Date specified by the Servicer
or the Issuer pursuant to Section 11.01 hereof.

            "Redemption Price" means an amount equal to the fair market value of
the Receivables, but not less than the sum of: (i) the Certificate Redemption
Price plus (ii) the Note Redemption Price plus (iii) all amounts then due and
owing to the Servicer, the Back-up Servicer, the Collateral Agent, the Indenture
Trustee and the Owner Trustee.

            "Reserve Account Condition" means, for any Payment Date, a condition
that is satisfied if the amount on deposit in the Reserve Account is equal to or
greater than the Specified Reserve Account Balance after giving effect to all
distributions to be made on such Payment Date. Once tested on a given Payment
Date, the Reserve Account Condition shall be either satisfied or not satisfied,
given the results of such test on such Payment Date, until retested on the
immediately succeeding Payment Date.

            "Responsible Officer" means, when used with respect to the Indenture
Trustee, the officer within the corporate trust department of the Indenture
Trustee having direct responsibility for the administration of this Indenture.

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

            "Servicer Default" means an Event of Servicer Default under the
Trust Agreement.

                                       15
<PAGE>

            "Specified Reserve Account Balance" means, for any Payment Date, the
lesser of (a) $3,851,874.82 and (b) the sum of the aggregate Outstanding Note
Balance and the Certificate Balance as of the immediately preceding Payment
Date.

            "State" means any one of the 50 states of the United States or the
District of Columbia.

            "Target Principal Distribution Amount" means, on any Payment Date,
the excess (if any) of (A) the aggregate Note Balance plus the Certificate
Balance as of the immediately prior Payment Date (after giving effect to any
payments on the Notes and distributions on the Certificates on such Payment
Date) over (B) the Pool Balance as of the end of the most recently ended
Collection Period.

            "Termination Date" means the date on which the Indenture Trustee
shall have received payment and performance of all amounts and obligations which
the Issuer may owe to or on behalf of the Indenture Trustee for the benefit of
the Noteholders under this Indenture or the Notes.

            "Transferor" means Bay View Deposit Corporation, a Delaware
corporation, in its capacity as the seller of the Receivables under the Trust
Agreement.

            "Trust Agreement" means the Trust and Servicing Agreement, dated as
of the date hereof, between the Transferor, the Servicer, the Back-up Servicer,
the Indenture Trustee and the Owner Trustee.

            "Trust Indenture Act" means the Trust Indenture Act of 1939, as
amended, as in force on the date hereof, unless otherwise specifically provided.

            "United States" means the United States of America.

            SECTION 1.02 INCORPORATION BY REFERENCE OF TRUST INDENTURE ACT.
Whenever this Indenture refers to a provision of the Trust Indenture Act, the
provision is incorporated by reference in and made a part of this Indenture. The
following Trust Indenture Act terms used in this Indenture have the following
meanings:

            "Commission" means the Securities and Exchange Commission.

            "Indenture Securities" means the Notes.

            "Indenture Security Holder" means a Noteholder.

            "Indenture to be Qualified" means this Indenture.

            "Indenture Trustee" or "Institutional Trustee" means the Indenture
Trustee.

            "Obligor" on the indenture securities means the Issuer and any other
obligor on the indenture securities.

                                       16
<PAGE>

            All other Trust Indenture Act terms used in this Indenture that are
defined by the Trust Indenture Act, defined by Trust Indenture Act reference to
another statute or defined by Commission rule have the meaning assigned to them
by such definitions.

      SECTION 1.03 RULES OF CONSTRUCTION. Unless the context otherwise requires:

                  (i) a term has the meaning assigned to it;

                  (ii) an accounting term not otherwise defined has the meaning
      assigned to it in accordance with generally accepted accounting principles
      as in effect from time to time;

                  (iii) "or" is not exclusive;

                  (iv) "including" means including without limitation;

                  (v) words in the singular include the plural and words in the
      plural include the singular;

                  (vi) any agreement, instrument or statute defined or referred
      to herein or in any instrument or certificate delivered in connection
      herewith means such agreement, instrument or statute as from time to time
      amended, modified or supplemented and includes (in the case of agreements
      or instruments) references to all attachments thereto and instruments
      incorporated therein; references to a Person are also to its permitted
      successors and assigns; and

                  (vii) the words "hereof," "herein" and "hereunder" and words
      of similar import when used in this Indenture shall refer to this
      Indenture as a whole and not to any particular provision of this
      Indenture; Section, subsection and Schedule references contained in this
      Indenture are references to Sections, subsections and Schedules in or to
      this Indenture unless otherwise specified.

      SECTION 1.04 DIRECTIONS. Any direction required to be given by the
Noteholders shall be given hereunder by the Majority Controlling Noteholders.

                                   ARTICLE II

                                    THE NOTES

      SECTION 2.01 FORM.

            (a) The Class A-1 Notes, Class A-2 Notes, Class A-3 Notes, Class A-4
Notes, the Class B Notes, the Class C Notes and Class D Notes, in each case
together with the Indenture Trustee's certificate of authentication, shall be in
substantially the forms set forth as Exhibits A-1, A-2, A-3, A-4, A-5, A-6 and
A-7 to this Indenture with such appropriate insertions, omissions, substitutions
and other variations as are required or permitted by this Indenture and may have
such letters, numbers or other marks of identification and such legends or
endorsements placed thereon as may, consistently herewith, be determined by the
officers

                                       17
<PAGE>

executing such Notes, as evidenced by their execution of the Notes. Any portion
of the text of any Note may be set forth on the reverse thereof, with an
appropriate reference thereto on the face of the Note.

            (b) The Notes shall be typewritten, printed, lithographed or
engraved or produced by any combination of these methods (with or without steel
engraved borders), all as determined by the officers executing such Notes, as
evidenced by their execution of such Notes.

            (c) Each Note shall be dated the date of its authentication. The
terms of the Notes set forth in the exhibits hereto are part of the terms of
this Indenture.

      SECTION 2.02 EXECUTION, AUTHENTICATION AND DELIVERY.

            (a) The Notes shall be executed on behalf of the Issuer by the Owner
Trustee, as provided herein. The signature of any such Authorized Officer on the
Notes may be manual or facsimile. Notes bearing the manual or facsimile
signature of individuals who were at any time Authorized Officers of the Issuer
shall bind the Issuer, notwithstanding that such individuals or any of them have
ceased to hold such offices prior to the authentication and delivery of such
Notes or did not hold such offices at the date of such Notes.

            (b) The Indenture Trustee shall, upon receipt of an Issuer Order,
authenticate and deliver for original issue Notes in the amount of the Initial
Class A-1 Note Balance, the Initial Class A-2 Note Balance, the Initial Class
A-3 Note Balance, the Initial Class A-4 Note Balance, the Initial Class B Note
Balance, the Initial Class C Note Balance and the Initial Class D Note Balance.
The aggregate principal amount of the Notes outstanding at any time may not
exceed such respective amounts, except as otherwise provided in Section 2.05
hereof. Each Note shall be dated the date of its authentication. The Notes shall
be issuable as registered Notes in the minimum denomination of $100,000 and in
integral multiples of $1,000 in excess thereof, except that one Note of each
Class may be issued in a different denomination.

            (c) No Note shall be entitled to any benefit under this Indenture or
be valid or obligatory for any purpose, unless there appears on such Note a
certificate of authentication substantially in the form provided for in the
forms of Notes attached as exhibits to this Indenture executed by the Indenture
Trustee by the manual signature of one of its authorized signatories, and such
certificate upon any Note shall be conclusive evidence, and the only evidence,
that such Note has been duly authenticated and delivered hereunder.

      SECTION 2.03 TEMPORARY NOTES.

            (a) Pending the preparation of Definitive Notes, the Issuer may
execute, and upon receipt of an Issuer Order the Indenture Trustee shall
authenticate and deliver, temporary Notes that are printed, lithographed,
typewritten, mimeographed or otherwise produced, of the tenor of the Definitive
Notes in lieu of which they are issued and with such variations not inconsistent
with the terms of this Indenture as the officers executing such Notes may
determine, as evidenced by their execution of such Notes.

            (b) If temporary Notes are issued, the Issuer will cause Definitive
Notes to be prepared without unreasonable delay. After the preparation of
Definitive Notes, the temporary

                                       18
<PAGE>

Notes shall be exchangeable for Definitive Notes upon surrender of the temporary
Notes at the office or agency of the Issuer to be maintained as provided in
Section 3.02 hereof, without charge to the Holder. Upon surrender for
cancellation of any one or more temporary Notes, the Issuer shall execute and
the Indenture Trustee shall authenticate and deliver in exchange therefor a like
tenor and principal amount of Definitive Notes of authorized denominations.
Until so exchanged, the temporary Notes shall in all respects be entitled to the
same benefits under this Indenture as Definitive Notes.

      SECTION 2.04 REGISTRATION; REGISTRATION OF TRANSFER AND EXCHANGE.

            (a) The Issuer shall cause to be kept a register (the "Note
Register") in which, subject to such reasonable regulations as it may prescribe,
the Issuer shall provide for the registration of Notes and the registration of
transfers of Notes. The Indenture Trustee shall be "Note Registrar" for the
purpose of registering Notes and transfers of Notes as herein provided. Upon any
resignation of any Note Registrar, the Issuer shall promptly appoint a successor
or, if it elects not to make such an appointment, assume the duties of Note
Registrar.

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

            (c) Upon surrender for registration of transfer of any Note at the
office or agency of the Issuer to be maintained as provided in Section 3.02
hereof, the Issuer shall execute, and the Indenture Trustee shall authenticate
and the Noteholder shall obtain from the Indenture Trustee, in the name of the
designated transferee or transferees, one or more new Notes of the same Class in
any authorized denominations, of a like aggregate principal amount.

            (d) At the option of the Holder, Notes may be exchanged for other
Notes of the same Class in any authorized denominations, of a like aggregate
principal amount, upon surrender of the Notes to be exchanged at such office or
agency. Whenever any Notes are so surrendered for exchange, the Issuer shall
execute, and the Indenture Trustee shall authenticate and the Noteholder shall
obtain from the Indenture Trustee, the Notes which the Noteholder making the
exchange is entitled to receive.

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

            (f) Every Note presented or surrendered for registration of transfer
or exchange shall be duly endorsed by, or be accompanied by a written instrument
of transfer in form satisfactory to the Indenture Trustee duly executed by, the
Holder thereof or such Holder's

                                       19
<PAGE>

attorney duly authorized in writing, with such signature guaranteed by a
commercial bank or trust company located, or having a correspondent located, in
the City of New York or the city in which the Corporate Trust Office is located,
or by a member firm of a national securities exchange, and such other documents
as the Indenture Trustee may require.

            (g) No service charge shall be made to a Holder for any registration
of transfer or exchange of Notes, but the Issuer or the Indenture Trustee may
require payment of a sum sufficient to cover any tax or other governmental
charge that may be imposed in connection with any registration of transfer or
exchange of Notes, other than exchanges pursuant to Sections 2.03 or 10.06
hereof not involving any transfer.

            (h) The preceding provisions of this Section notwithstanding, the
Issuer shall not be required to make and the Note Registrar need not register
transfers or exchanges of Notes selected for redemption or of any Note for a
period of 15 days preceding the due date for any payment with respect to the
Note.

      SECTION 2.05 MUTILATED, DESTROYED, LOST OR STOLEN NOTES.

            (a) If (i) any mutilated Note is surrendered to the Indenture
Trustee, or the Indenture Trustee receives evidence to its satisfaction of the
destruction, loss or theft of any Note, and (ii) there is delivered to the
Indenture Trustee such security or indemnity as may be required by it to hold
the Issuer and the Indenture Trustee harmless, then, in the absence of notice to
the Issuer, the Note Registrar or the Indenture Trustee that such Note has been
acquired by a bona fide purchaser, the Issuer shall execute and upon its request
the Indenture Trustee shall authenticate and deliver, in exchange for or in lieu
of any such mutilated, destroyed, lost or stolen Note, a replacement Note of the
same Class; provided, however, that if any such destroyed, lost or stolen Note,
but not a mutilated Note, shall have become or within seven days shall be due
and payable, or shall have been called for redemption, instead of issuing a
replacement Note, the Issuer may pay such destroyed, lost or stolen Note when so
due or payable or upon the Redemption Date without surrender thereof. If, after
the delivery of such replacement Note or payment of a destroyed, lost or stolen
Note pursuant to the proviso to the preceding sentence, a bona fide purchaser of
the original Note in lieu of which such replacement Note was issued presents for
payment such original Note, the Issuer and the Indenture Trustee shall be
entitled to recover such replacement Note (or such payment) from the Person to
whom it was delivered or any Person taking such replacement Note from such
Person to whom such replacement Note was delivered or any assignee of such
Person, except a bona fide purchaser, and shall be entitled to recover upon the
security or indemnity provided therefor to the extent of any loss, damage, cost
or expense incurred by the Issuer or the Indenture Trustee in connection
therewith.

            (b) Upon the issuance of any replacement Note under this Section,
the Issuer or the Indenture Trustee may require the payment by the Holder of
such Note of a sum sufficient to cover any tax or other governmental charge that
may be imposed in relation thereto and any other reasonable expenses (including
the reasonable fees and expenses of the Indenture Trustee and/or the Note
Registrar) connected therewith.

                                       20
<PAGE>

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

            (d) The provisions of this Section are exclusive and shall preclude
(to the extent lawful) all other rights and remedies with respect to the
replacement or payment of mutilated, destroyed, lost or stolen Notes. In the
case of the registration of transfer of any Note, the Issuer, the Indenture
Trustee and any of their respective agents may treat the Person in whose name
any Note is registered (as of the day of determination) as the owner of such
Note for the purpose of receiving payments of principal of and interest, if any,
on such Note and for all other purposes whatsoever, whether or not such Note be
overdue, and neither the Issuer, the Indenture Trustee nor any of their
respective agents shall be affected by notice to the contrary.

      SECTION 2.06 PAYMENT OF PRINCIPAL AND INTEREST; DEFAULTED INTEREST.

            (a) Each Class of Notes shall accrue interest as provided in this
Indenture at the related interest rate for such Class, and such interest shall
be payable on each Payment Date as specified herein, subject to Section 3.01
hereof. Interest accrued on any Note but not paid on any Payment Date will be
due on the immediately succeeding Payment Date, together with, to the extent
permitted by applicable law, interest on such shortfall at the related interest
rate. Any installment of interest or principal, if any, payable on any Note
which is punctually paid or duly provided for by the Issuer on the applicable
Payment Date shall be paid to the Person in whose name such Note (or one or more
Predecessor Notes) is registered on the Record Date, by check mailed
first-class, postage prepaid to such Person's address as it appears on the Note
Register or pursuant to written wire instructions acceptable to the Indenture
Trustee on such Record Date, except that, unless Definitive Notes have been
issued pursuant to Section 2.10 hereof, with respect to Notes registered on the
Record Date in the name of the nominee of the Clearing Agency (initially, such
nominee to be Cede & Co.), payment will be made by wire transfer in immediately
available funds to the account designated by such nominee and except for the
final installment of principal payable with respect to such Note on a Payment
Date, a Redemption Date or on the related Final Maturity Date, as the case may
be (and except for the Redemption Price for any Note called for redemption
pursuant to Section 11.01 hereof), which shall be payable as provided below. The
funds represented by any such checks returned undelivered shall be held in
accordance with Section 3.03 hereof.

            (b) The principal of each Note shall be payable on each Payment Date
to the extent provided in this Indenture and in the form of the related Note set
forth as an Exhibit hereto. Notwithstanding the foregoing, the entire unpaid
principal amount of each Class of Notes shall be due and payable, if not
previously paid, on the earlier of:

                  (i) the Final Maturity Date of such Class;

                  (ii) the Redemption Date; or

                                       21
<PAGE>

                  (iii) if an Event of Default shall have occurred and be
      continuing, the date on which the Majority Controlling Noteholders shall
      have declared the Notes to be immediately due and payable in the manner
      provided in Section 5.02 hereof.

            All principal payments on each Class of Notes shall be made pro rata
      to the Noteholders of such Class entitled thereto. The Indenture Trustee
      shall notify the Person in whose name a Note is registered at the close of
      business on the Record Date preceding the Payment Date on which the Issuer
      expects that the final installment of principal of and interest on such
      Note will be paid. Such notice shall be mailed within five Business Days
      of such Payment Date (or, in the case of Notes registered in the name of
      Cede & Co., as nominee of DTC, such notice shall be provided within one
      Business Day of such Payment Date) or receipt of notice of termination of
      the Trust pursuant to Section 16.01 of the Trust Agreement and shall
      specify that such final installment will be payable only upon presentation
      and surrender of such Note and shall specify the place where such Note may
      be presented and surrendered for payment of such installment. Notices in
      connection with redemptions of Notes shall be mailed to Noteholders as
      provided in Section 11.02 hereof. In addition, the Administrator shall
      notify the Rating Agencies upon the final payment of interest and
      principal of each Class of Notes, and upon the termination of the Trust,
      in each case pursuant to the Administration Agreement.

      SECTION 2.07 CANCELLATION. All Notes surrendered for payment, registration
of transfer, exchange or redemption shall, if surrendered to any Person other
than the Indenture Trustee, be delivered to the Indenture Trustee and shall be
promptly cancelled by the Indenture Trustee. The Issuer may at any time deliver
to the Indenture Trustee for cancellation any Notes previously authenticated and
delivered hereunder which the Issuer may have acquired in any manner whatsoever,
and all Notes so delivered shall be promptly cancelled by the Indenture Trustee.
No Notes shall be authenticated in lieu of or in exchange for any Notes
cancelled as provided in this Section, except as expressly permitted by this
Indenture. All cancelled Notes may be held or disposed of by the Indenture
Trustee in accordance with its standard retention or disposal policy as in
effect at the time unless the Issuer shall direct by an Issuer Order that they
be destroyed or returned to it; provided that such Issuer Order is timely and
the Notes have not been previously disposed of by the Indenture Trustee.

      SECTION 2.08 BOOK-ENTRY NOTES. The Notes, upon original issuance, will be
issued in the form of a typewritten Note or Notes representing the Book-Entry
Notes, to be delivered to DTC, the initial Clearing Agency, by, or on behalf of,
the Issuer (except for any fractional units which cannot be accepted by DTC).
Such Notes shall initially be registered on the Note Register in the name of
Cede & Co., the nominee of the initial Clearing Agency, and no Note Owner will
receive a Definitive Note representing such Note Owner's interest in such Note,
except as provided in Section 2.10 hereof. Unless and until definitive, fully
registered Notes (the "Definitive Notes") have been issued to Note Owners
pursuant to Section 2.10 hereof:

                  (i) the provisions of this Section shall be in full force and
      effect;

                  (ii) the Note Registrar and the Indenture Trustee shall be
      entitled to deal with the Clearing Agency for all purposes of this
      Indenture (including the payment of principal of and interest on the Notes
      and the giving of instructions or directions

                                       22
<PAGE>

      hereunder) as the sole Holder of the Notes, and shall have no obligation
      to the Note Owners;

                  (iii) to the extent that the provisions of this Section
      conflict with any other provisions of this Indenture, the provisions of
      this Section shall control;

                  (iv) the rights of Note Owners shall be exercised only through
      the Clearing Agency and shall be limited to those established by law and
      agreements between such Note Owners and the Clearing Agency and/or the
      Clearing Agency Participants. Pursuant to the Depository Agreement, unless
      and until Definitive Notes are issued pursuant to Section 2.10 hereof, the
      Clearing Agency will make book-entry transfers among the Clearing Agency
      Participants and receive and transmit payments of principal of and
      interest on the Notes to such Clearing Agency Participants; and

                  (v) whenever this Indenture requires or permits actions to be
      taken based upon instructions or directions of Noteholders evidencing a
      specified percentage of the Note Balances, the Clearing Agency shall be
      deemed to represent such percentage only to the extent that it has
      received instructions to such effect from Note Owners and/or Clearing
      Agency Participants owning or representing, respectively, such required
      percentage of the beneficial interest in the Notes and has delivered such
      instructions to the Indenture Trustee.

      SECTION 2.09 NOTICES TO CLEARING AGENCY. Whenever a notice or other
communication to the Noteholders is required under this Indenture, unless and
until Definitive Notes shall have been issued to Note Owners pursuant to Section
2.10 hereof, the Indenture Trustee shall give all such notices and
communications specified herein to be given to Noteholders to the Clearing
Agency, and shall have no obligation to the Note Owners.

      SECTION 2.10 DEFINITIVE NOTES.

            (a) If (i) the Administrator advises the Indenture Trustee in
writing that the Clearing Agency is no longer willing or able to properly
discharge its responsibilities as described in the Depository Agreement, and the
Administrator or the Indenture Trustee is unable to locate a qualified
successor, or (ii) after the occurrence of an Event of Default or a Servicer
Default, the Majority Controlling Noteholders advise the Indenture Trustee
through the Clearing Agency Participants in writing that the continuation of a
book-entry system through the Clearing Agency is no longer in the best interests
of the related Note Owners, then the Indenture Trustee shall notify all Note
Owners, through the Clearing Agency, of the availability of Definitive Notes to
Note Owners requesting the same. Upon surrender to the Note Registrar of the
Note or Notes evidencing the Book-Entry Notes by the Clearing Agency,
accompanied by registration instructions from the Clearing Agency, the Issuer
shall execute and the Indenture Trustee shall authenticate the Definitive Notes
and deliver such Definitive Notes in accordance with the instructions of the
Clearing Agency. None of the Issuer, the Note Registrar or the Indenture Trustee
shall be liable for any delay in delivery of such instructions and may
conclusively rely on, and shall be protected in relying on, such instructions.
Upon the issuance of Definitive Notes of a Class, the Indenture Trustee shall
recognize the Holders of the Definitive Notes as Noteholders hereunder.

                                       23
<PAGE>

            (b) The Indenture Trustee shall not be liable if the Indenture
Trustee or the Administrator is unable to locate a qualified successor Clearing
Agency. The Definitive Notes shall be typewritten, printed, lithographed or
engraved or produced by any combination of these methods (with or without steel
engraved borders), all as determined by the officers executing such Notes, as
evidenced by their execution of such Notes.

      SECTION 2.11 RELEASE OF PLEDGED ASSETS. Subject to Section 12.01 hereof
and the terms of the Basic Documents, the Indenture Trustee shall release
property from the lien of this Indenture only upon receipt by the Indenture
Trustee of an Issuer Request accompanied by an Officer's Certificate, an Opinion
of Counsel and Independent Certificates in accordance with Sections 314(c) of
the Trust Indenture Act or an Opinion of Counsel in lieu of such Independent
Certificates to the effect that the Trust Indenture Act does not require any
such Independent Certificates.

      SECTION 2.12 TAX TREATMENT. The Issuer has entered into this Indenture,
and the Notes will be issued, with the intention that, for federal, State and
local income, single business and franchise tax purposes, the Notes will qualify
as indebtedness of the Issuer secured by the Pledged Assets. The Issuer and the
Indenture Trustee, by entering into this Indenture, and each Noteholder, by its
acceptance of its Note (and each Note Owner by its acceptance of an interest in
the applicable Book-Entry Note), agree to treat the Notes for federal, State and
local income, single business and franchise tax purposes as indebtedness of the
Issuer.

      SECTION 2.13 ERISA. Each purchaser or transferee of a Note that is a
Benefit Plan (as such term is defined in ERISA) shall be deemed to have
represented that the relevant conditions for exemptive relief under Prohibited
Transaction Class Exemption ("PTCE") 84-14, PTCE 90-1, PTCE 91-38, PTCE 95-60 or
PTCE 96-23, or other applicable exemption providing substantially similar relief
have been satisfied.

      SECTION 2.14 CUSIP NUMBERS. The Issuer in issuing the notes may use
"CUSIP" numbers (if then generally in use), and, if so, the Indenture Trustee
may use such "CUSIP" numbers in notices of redemption as a convenience to the
Holders; provided that any such notice may state that no representation is made
as to the correctness of such numbers either as printed on the Notes or as
contained in any notice of a redemption and that reliance may be placed only on
the other identification numbers printed on the Notes, and any such redemption
shall not be affected by any defect in or omission of such numbers. The Issuer
will promptly notify the Indenture Trustee of any change in the "CUSIP" numbers.

                                   ARTICLE III

                                    COVENANTS

      SECTION 3.01 PAYMENT OF PRINCIPAL AND INTEREST. The Issuer will duly and
punctually pay Monthly Interest and Monthly Principal on the Notes in accordance
with the terms of the Notes and this Indenture. Without limiting the foregoing,
subject to Section 8.05 hereof, the Issuer will cause to be distributed the
amount of Available Funds on each Payment Date. The Issuer will cause the
deposits received on Receivables to be deposited into the Collection Account
pursuant to the Trust Agreement for the benefit of the Noteholders to the

                                       24
<PAGE>

extent expressly set forth herein or in the other Basic Documents. Amounts
properly withheld under the Code by any Person from a payment of interest and/or
principal to any Noteholder shall be considered as having been paid by the
Issuer to such Noteholder for all purposes of this Indenture.

      SECTION 3.02 MAINTENANCE OF OFFICE OR AGENCY. The Issuer will maintain or
will cause the Administrator or the Indenture Trustee to maintain an office or
agency where Notes may be surrendered for registration of transfer or exchange,
and where notices and demands to or upon the Issuer in respect of the Notes and
this Indenture may be served. The Issuer hereby initially appoints Corporate
Research Solutions, Inc., 1773 Western Avenue, Albany, New York 12203 to serve
as its agent for the foregoing purposes. The Issuer will give prompt written
notice to the Indenture Trustee of the location, and of any change in the
location, of any such office or agency. If at any time the Issuer shall fail to
maintain any such office or agency or shall fail to furnish the Indenture
Trustee with the address thereof, such surrenders, notices and demands may be
made or served at the Corporate Trust Office, and the Issuer hereby appoints the
Indenture Trustee as its agent to receive all such surrenders, notices and
demands.

      SECTION 3.03 MONEY FOR PAYMENTS TO BE HELD IN TRUST.

            (a) As provided in Section 9.02 of the Trust Agreement, all payments
of amounts due and payable with respect to any Notes that are to be made from
amounts withdrawn from the Collection Account shall be made on behalf of the
Issuer by the Indenture Trustee or by another Paying Agent, and no amounts so
withdrawn from the Collection Account for payments of Notes shall be paid over
to the Issuer except as provided in this Section.

            (b) The Notes shall be non-recourse obligations of the Issuer and
shall be limited in right of payment to amounts available from the Pledged
Assets as provided in this Indenture and the Issuer shall not otherwise be
liable for payments on the Notes. No Person shall be personally liable for any
amounts payable under the Notes. If any other provision of this Indenture
conflicts or is deemed to conflict with the provisions of this paragraph, the
provisions of this paragraph shall control.

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

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

                  (ii) give the Indenture Trustee notice of any default by the
      Issuer (or any other obligor upon the Notes) in the making of any payment
      required to be made with respect to the Notes;

                                       25
<PAGE>

                  (iii) at any time during the continuance of any such default,
      upon the written request of the Indenture Trustee, forthwith pay to the
      Indenture Trustee all sums so held in trust by such Paying Agent;

                  (iv) immediately resign as Paying Agent and forthwith pay to
      the Indenture Trustee all sums held by it in trust for the payment of
      Notes if at any time it ceases to meet the standards required to be met by
      a Paying Agent at the time of its appointment; and

                  (v) comply with all requirements of the Code with respect to
      the withholding from any payments made by it on any Notes of any
      applicable withholding taxes imposed thereon and with respect to any
      applicable reporting requirements in connection therewith.

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

      Subject to applicable laws with respect to escheat of funds, any money
held by the Indenture Trustee or any Paying Agent in trust for the payment of
any amount due with respect to any Note and remaining unclaimed for two years
after such amount has become due and payable shall be discharged from such trust
and be paid to the Issuer upon receipt of an Issuer Request, and the Holder of
such Note shall thereafter, as an unsecured general creditor, look only to the
Issuer for payment thereof (but only to the extent of amounts so paid to the
Issuer), and all liability of the Indenture Trustee or such Paying Agent with
respect to such trust money shall thereupon cease; provided, however, that the
Indenture Trustee or such Paying Agent, before being required to make any such
repayment, shall at the expense and by Issuer Order from the Issuer cause to be
published once, in a newspaper published in the English language, customarily
published on each Business Day and of general circulation in the City of New
York, notice that such money remains unclaimed and that, after a date specified
therein, which shall not be less than 30 days from the date of such publication,
any unclaimed balance of such money then remaining will be repaid to or for the
account of the Issuer. The Indenture Trustee may also adopt and employ, at the
expense of the Issuer, any other reasonable means of notification of such
repayment (including, but not limited to, mailing notice of such repayment to
Holders whose Notes have been called but have not been surrendered for
redemption or whose right to or interest in monies due and payable but not
claimed is determinable from the records of the Indenture Trustee or of any
Paying Agent, at the last address of record for each such Holder).

      SECTION 3.04 EXISTENCE. The Issuer will keep in full effect its existence,
rights and franchises as a statutory trust under the laws of the State of
Delaware and will obtain and preserve its qualification to do business in each
jurisdiction in which such qualification is or shall be necessary to protect the
validity and enforceability of this Indenture, the Notes, and each other
instrument or agreement included in the Pledged Assets.

                                       26
<PAGE>

      SECTION 3.05 PROTECTION OF TRUST ESTATE. The Issuer intends the security
interest Granted pursuant to this Indenture in favor of the Indenture Trustee on
behalf of the Noteholders to be prior to all other liens in respect of the
Pledged Assets, and the Issuer shall take all actions necessary to obtain and
maintain, for the benefit of the Indenture Trustee on behalf of the Noteholders,
a first lien on and a first priority, perfected security interest in the Pledged
Assets. The Issuer will from time to time execute and deliver all such
supplements and amendments hereto and all such financing statements,
continuation statements, instruments of further assurance and other instruments,
all as prepared by the initial Servicer and delivered to the Issuer, and will
take such other action necessary or advisable to:

                  (i) Grant more effectively all or any portion of the Pledged
      Assets;

                  (ii) maintain or preserve the lien and security interest (and
      the priority thereof) created by this Indenture in favor of the Indenture
      Trustee for the benefit of the Noteholders to the extent expressly set
      forth herein or the other Basic Documents, or carry out more effectively
      the purposes hereof;

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

                  (iv) enforce the rights of the Indenture Trustee and the
      Noteholders in any of the Pledged Assets;

                  (v) preserve and defend title to the Pledged Assets and the
      rights of the Indenture Trustee and the Noteholders, in such Pledged
      Assets against the claims of all persons and parties; or

                  (vi) pay all taxes or assessments levied or assessed upon the
      Pledged Assets when due.

The Issuer hereby designates the Indenture Trustee (without any obligation) its
agent and attorney-in-fact to execute and file all financing statements,
continuation statements or other instruments required to be executed pursuant to
this Section.

      SECTION 3.06 OPINIONS AS TO PLEDGED ASSETS.

            (a) Promptly after the execution and delivery of this Indenture, the
Issuer shall furnish to the Indenture Trustee an Opinion of Counsel to the
effect that, in the opinion of such counsel, either (i) all UCC financing
statements and continuation statements have been executed (or otherwise
authorized) and filed that are necessary to create and continue the Indenture
Trustee's first priority perfected security interest in the Pledged Assets for
the benefit of the Noteholders and reciting the details of such filings or
referring to prior Opinions of Counsel in which such details are given, or (ii)
no such action shall be necessary to perfect such security interest.

            (b) Within 90 days after the beginning of each calendar year
beginning with the first calendar year beginning more than three months after
the Cut-off Date, the Issuer shall furnish to the Indenture Trustee an Opinion
of Counsel, dated as of a date during such 90-day

                                       27
<PAGE>

period, to the effect that, in the opinion of such counsel, either (i) all UCC
financing statements and continuation statements have been executed (or
otherwise authorized) and filed that are necessary to create and continue the
Indenture Trustee's first priority perfected security interest in the Pledged
Assets for the benefit of the Noteholders and reciting the details of such
filings or referring to prior Opinions of Counsel in which such details are
given, or (ii) no such action shall be necessary to perfect such security
interest.

      SECTION 3.07 PERFORMANCE OF OBLIGATIONS; SERVICING OF RECEIVABLES.

            (a) The Issuer will not take any action and will use its best
efforts not to permit any action to be taken by others that would release any
Person from any of such Person's material covenants or obligations under any
instrument or agreement included in the Pledged Assets or that would result in
the amendment, hypothecation, subordination, termination or discharge of, or
impair the validity or effectiveness of, any such instrument or agreement,
except as ordered by any bankruptcy or other court or expressly provided in the
Basic Documents or such other instrument or agreement.

            (b) The Issuer may contract with or otherwise obtain the assistance
of other Persons (including, without limitation, the Administrator under the
Administration Agreement) to assist it in performing its duties and obligations
under this Indenture, and any performance of such duties by a Person identified
to the Indenture Trustee in an Officer's Certificate shall be deemed to be
action taken by the Issuer. The Indenture Trustee shall not be responsible for
the action or inaction of the Servicer or the Administrator. Initially, the
Issuer has contracted with BVAC as the Administrator to assist the Issuer in
performing its duties under this Indenture.

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

            (d) If the Issuer shall have actual knowledge of the occurrence of a
Servicer Default, the Issuer shall promptly notify the Indenture Trustee and
each Rating Agency thereof, and shall specify in such notice the action, if any,
the Issuer is taking with respect to such default. If a Servicer Default shall
arise from the failure of the Servicer to perform any of its duties or
obligations under the Trust Agreement with respect to the Receivables, the
Issuer shall take all reasonable steps available to it to remedy such failure.

            (e) Upon the resignation or termination of the Servicer pursuant to
Sections 13.05 or 14.01 of the Trust Agreement, the Back-up Servicer shall,
subject to the conditions and limitations set forth in the Trust Agreement,
automatically become Servicer, unless the Majority Controlling Noteholders
direct otherwise, as provided in Section 14.03 of the Trust Agreement.

                                       28
<PAGE>

            (f) Upon any termination of the Servicer's rights and powers
pursuant to the Trust Agreement, the Issuer shall promptly notify the Indenture
Trustee. As soon as a successor Servicer is appointed, the Issuer shall notify
the Indenture Trustee of such appointment, specifying in such notice the name
and address of such successor Servicer.

            (g) The Issuer agrees that it will not waive timely performance or
observance by the Servicer or the Transferor of their respective duties under
the Basic Documents if the effect thereof would adversely affect the
Noteholders.

      SECTION 3.08 NEGATIVE COVENANTS. Until the Termination Date, the Issuer
shall not:

                  (i) except as expressly permitted by the Basic Documents,
      sell, transfer, exchange or otherwise dispose of any of the properties or
      assets of the Issuer, including those included in the Pledged Assets,
      unless directed to do so by the Indenture Trustee;

                  (ii) claim any credit on, or make any deduction from the
      principal or interest payable in respect of, the Notes (other than amounts
      properly withheld from such payments under the Code or applicable State
      law) or assert any claim against any present or former Noteholder by
      reason of the payment of the taxes levied or assessed upon any part of the
      Pledged Assets;

                  (iii) (A) permit the validity or effectiveness of this
      Indenture to be impaired, or permit the lien created by this Indenture to
      be amended, hypothecated, subordinated, terminated or discharged, or
      permit any Person to be released from any covenants or obligations with
      respect to the Notes under this Indenture except as may be expressly
      permitted hereby, (B) permit any lien, charge, excise, claim, security
      interest, mortgage or other encumbrance (other than the lien of this
      Indenture) to be created on or extend to or otherwise arise upon or burden
      the Pledged Assets or any part thereof or any interest therein or the
      proceeds thereof (other than tax liens, mechanics' liens and other liens
      that arise by operation of law, in each case on a Financed Vehicle and
      arising solely as a result of an action or omission of the related
      Obligor), (C) permit the lien created by this Indenture not to constitute
      a valid first priority security interest (other than with respect to any
      such tax, mechanics' or other lien) in the Pledged Assets, or (D) amend,
      modify or fail to comply with the provisions of the Basic Documents, prior
      to the Termination Date;

                  (iv) engage in any business or activity other than as
      permitted by the Trust Agreement;

                  (v) incur or assume any indebtedness or guarantee any
      indebtedness of any Person, except for such indebtedness incurred pursuant
      to Section 3.10 hereof; or

                  (vi) dissolve or liquidate in whole or in part or merge or
      consolidate with any other Person, other than in compliance with Section
      3.10 hereof.

                                       29
<PAGE>

      SECTION 3.09 ANNUAL STATEMENT AS TO COMPLIANCE. The Issuer will deliver to
the Indenture Trustee and the Rating Agencies, on or before April 30 of each
year, beginning on April 30, 2007, an Officer's Certificate dated as of December
31 of the preceding year stating, as to the Authorized Officer signing such
Officer's Certificate, that:

                  (i) a review of the activities of the Issuer during such year
      and of performance under this Indenture has been made under such
      Authorized Officer's supervision; and

                  (ii) to the best of such Authorized Officer's knowledge, based
      on such review, the Issuer has complied with all conditions and covenants
      under this Indenture throughout such year, or, if there has been a default
      in the compliance of any such condition or covenant, specifying each such
      default known to such Authorized Officer and the nature and status
      thereof.

      SECTION 3.10 ISSUER MAY CONSOLIDATE, ETC. ONLY ON CERTAIN CONDITIONS.

            (a) The Issuer shall not consolidate or merge with or into any other
Person, unless:

                  (i) the Person (if other than the Issuer) formed by or
      surviving such consolidation or merger shall (A) be a Person organized and
      existing under the laws of the United States or any State, (B) shall
      expressly assume, by an indenture supplemental hereto, executed and
      delivered to the Indenture Trustee, in form and substance satisfactory to
      the Indenture Trustee, the due and punctual payment of the principal of
      and interest on all Notes and the performance or observance of every
      agreement and covenant of this Indenture and each other Basic Document on
      the part of the Issuer to be performed or observed, all as provided
      herein, and (C) expressly agree by means of such supplemental indenture
      that such Person (or if a group of Persons, then one specified person)
      shall make all filings, with the Commission ( and any other appropriate
      Person) required by the Exchange Act in connection with the Notes;

                  (ii) immediately after giving effect to such consolidation or
      merger, no Default or Event of Default shall have occurred and be
      continuing;

                  (iii) the Rating Agency Condition shall have been satisfied
      with respect to such consolidation or merger;

                  (iv) the Issuer shall have received an Opinion of Counsel
      which shall be delivered to and shall be satisfactory to the Servicer to
      the effect that such consolidation or merger will not have any material
      adverse tax consequence to the Trust, any Noteholder, any
      Certificateholder or any Residual Interest Holder;

                  (v) any action as is necessary to maintain the lien and
      security interest created by this Indenture shall have been taken;

                  (vi) the Issuer shall have delivered to the Indenture Trustee
      an Officer's Certificate and an Opinion of Counsel (which shall describe
      the actions taken as required

                                       30
<PAGE>

      by clause (v) above or that no such actions will be taken) each stating
      that such consolidation or merger and such supplemental indenture comply
      with this Article III and that all conditions precedent herein provided
      for relating to such transaction have been compiled with (including any
      filings required by the Exchange Act); and

                  (vii) the Issuer shall have given the Indenture Trustee
      written notice of such consolidation or merger at least 20 Business Days
      prior to the consummation of such action and the Issuer or the Person (if
      other than the Issuer) formed by or surviving such consolidation or merger
      has a net worth, immediately after such consolidation or merger, that is
      (A) greater than zero and (B) not less than the net worth of the Issuer
      immediately prior to giving effect to such consolidation or merger.

            (b) The Issuer shall not convey or transfer all or substantially all
of its properties or assets, including those included in the Pledged Assets, to
any Person (except as expressly permitted by the Basic Documents), unless:

                  (i) the Person that acquires by conveyance or transfer the
      properties and assets of the Issuer shall (A) be a United States citizen
      or a Person organized and existing under the laws of the United States or
      any State, (B) expressly assume, by an indenture supplemental hereto,
      executed and delivered to the Indenture Trustee, in form and substance
      satisfactory to the Indenture Trustee, the due and punctual payment of the
      principal of and interest on all Notes and the performance or observance
      of every agreement and covenant of this Indenture and each other Basic
      Document on the part of the Issuer to be performed or observed, all as
      provided herein, (C) expressly agree by means of such supplemental
      indenture that all right, title and interest so conveyed or transferred
      shall be subject and subordinate to the rights of Noteholders, (D) unless
      otherwise provided in such supplemental indenture, expressly agree to
      indemnify, defend and hold harmless the Issuer against and from any loss,
      liability or expense arising under or related to this Indenture and the
      Notes and (E) expressly agree by means of such supplemental indenture that
      such Person (or if a group of Persons, then one specified Person) shall
      make all filings with the Commission (and any other appropriate Person)
      required by the Exchange Act in connection with the Notes;

                  (ii) immediately after giving effect to such conveyance or
      transfer, no Default or Event of Default shall have occurred and be
      continuing;

                  (iii) the Rating Agency Condition shall have been satisfied
      with respect to such conveyance or transfer;

                  (iv) the Issuer shall have received an Opinion of Counsel
      which shall be delivered to and shall be satisfactory to Servicer to the
      effect that such conveyance or transfer will not have any material adverse
      tax consequence to the Trust, any Noteholder, any Certificateholder or any
      Residual Interest Holder;

                  (v) any action as is necessary to maintain the lien and
      security interest created by this Indenture shall have been taken;

                                       31
<PAGE>

                  (vi) the Issuer shall have delivered to the Indenture Trustee
      an Officer's Certificate and an Opinion of Counsel (which shall describe
      the actions taken as required by clause (v) above or that no such actions
      will be taken) each stating that such conveyance or transfer and such
      supplemental indenture comply with this Article III and that all
      conditions precedent herein provided for relating to such transaction have
      been complied with (including any filings required by the Exchange Act);
      and

                  (vii) the Person acquiring by conveyance or transfer the
      properties or assets of the Issuer has a net worth, immediately after such
      conveyance or transfer, that is (A) greater than zero and (B) not less
      than the net worth of the Issuer immediately prior to giving effect to
      such conveyance or transfer.

      SECTION 3.11 SUCCESSOR TRANSFEREE.

            (a) Upon any consolidation or merger of the Issuer in accordance
with Section 3.10(a) hereof, the Person formed by or surviving such
consolidation or merger (if other than the Issuer) shall succeed to, and be
substituted for, and may exercise every right and power of, the Issuer under
this Indenture with the same effect as if such Person had been named as the
Issuer herein.

            (b) Upon a conveyance or transfer of all or substantially all the
assets and properties of the Issuer pursuant to Section 3.10(b) hereof, the
Issuer will be released from every covenant and agreement of this Indenture to
be observed or performed on the part of the Issuer with respect to the Notes
immediately upon the delivery of written notice to the Indenture Trustee from
the Person acquiring such assets and property stating that the Issuer is to be
so released.

      SECTION 3.12 NO OTHER BUSINESS. The Issuer shall not engage in (i) any
business other than financing, purchasing, owning, selling and managing the
Receivables in the manner contemplated by this Indenture and the other Basic
Documents and activities incidental thereto or (ii) any other business or
activities as contemplated by Section 1.03 of the Trust Agreement.

      SECTION 3.13 NO BORROWING. The Issuer shall not issue, incur, assume,
guarantee or otherwise become liable, directly or indirectly, for any
Indebtedness except for (i) the Notes and (ii) any other Indebtedness permitted
by or arising under the Basic Documents. The proceeds of the Notes shall be used
exclusively to fund the Issuer's purchase of the Receivables and the other
assets specified in the Trust Agreement and to pay the Issuer's organizational,
transactional and start-up expenses.

      SECTION 3.14 SERVICER'S OBLIGATIONS. The Issuer shall cause the Servicer
to comply with the Servicer's obligations under the Trust Agreement.

      SECTION 3.15 GUARANTEES, LOANS, ADVANCES AND OTHER LIABILITIES. Except as
contemplated by the Trust Agreement or this Indenture, the Issuer shall not make
any loan or advance or credit to, or guarantee (directly or indirectly or by an
instrument having the effect of assuming another's payment or performance on any
obligation or capability of so doing or otherwise), endorse or otherwise become
contingently liable, directly or indirectly, in connection

                                       32
<PAGE>

with the obligations, stocks or dividends of, or own, purchase, repurchase or
acquire (or agree contingently to do so) any stock, obligations, assets or
securities of, or any other interest in, or make any capital contribution to,
any other Person.

      SECTION 3.16 CAPITAL EXPENDITURES. The Issuer shall not make any
expenditure (by long-term or operating lease or otherwise) for capital assets
(either realty or personalty) other than the purchase of the receivables and
related property.

      SECTION 3.17 RESTRICTED PAYMENTS. Except as expressly permitted by the
Basic Documents, the Issuer shall not, directly or indirectly, (i) pay any
dividend or make any distribution (by reduction of capital or otherwise),
whether in cash, property, securities or a combination thereof, to the Owner
Trustee or any owner of a beneficial interest in the Issuer or otherwise with
respect to any ownership or equity interest or security in or of the Issuer or
to the Servicer, (ii) redeem, purchase, retire or otherwise acquire for value
any such ownership or equity interest or security or (iii) set aside or
otherwise segregate any amounts for any such purpose; provided, however, that
the Issuer may make, or cause to be made, (A) distributions as contemplated by,
and to the extent funds are available for such purpose under, Section 8.05
hereof or the Trust Agreement and (B) payments to the Indenture Trustee and the
Owner Trustee pursuant to the Administration Agreement. The Issuer will not,
directly or indirectly, make payments to or distributions from the Collection
Account or any other Trust Account except in accordance with this Indenture and
the other Basic Documents.

      SECTION 3.18 NOTICE OF EVENTS OF DEFAULT. The Issuer agrees to give the
Indenture Trustee and each Rating Agency prompt written notice of each Event of
Default hereunder (but no later than five (5) days after the Issuer obtains
actual knowledge of such Event of Default) and each default on the part of the
Servicer, the Back-up Servicer or the Transferor of their respective obligations
under the Trust Agreement.

      SECTION 3.19 FURTHER INSTRUMENTS AND ACTS. Upon request of the Indenture
Trustee the Issuer will execute and deliver such further instruments and do such
further acts as may be reasonably necessary or proper to carry out more
effectively the purpose of this Indenture.

      SECTION 3.20 COMPLIANCE WITH LAWS. The Issuer shall comply with the
requirements of all applicable laws, the non-compliance with which would,
individually or in the aggregate, materially and adversely affect the ability of
the Issuer to perform its obligations under the Notes, this Indenture or any
other Basic Document.

      SECTION 3.21 AMENDMENTS OF TRUST AGREEMENT. The Issuer shall not agree to
any amendment to Section 16.01 of the Trust Agreement to eliminate the
requirements thereunder that the Noteholders consent to any amendment to the
Trust Agreement to the extent provided therein.

      SECTION 3.22 CERTAIN REPRESENTATIONS, WARRANTIES AND COVENANTS RELATED TO
RECEIVABLES. The Issuer hereby represents and warrants that this Indenture
creates a valid and continuing security interest (as defined in the applicable
UCC) in the Receivables in favor of the Indenture Trustee, for the benefit of
the Noteholders, which security interest is prior to all other

                                       33
<PAGE>

Liens, and is enforceable as such as against creditors of and purchasers
from the Issuer. The Issuer has taken all steps necessary to perfect its
security interest against each Obligor in the property securing the Receivables.
The Receivables constitute "tangible chattel paper" within the meaning of the
applicable UCC. The Issuer owns and has good and marketable title to the
Receivables free and clear of any Lien, claim or encumbrance of any Person. All
original executed copies of each written agreement that constitute or evidence
the Receivables will be delivered to the Custodian on or prior to the Closing
Date. The Issuer has not authorized the filing of and is not aware of any
financing statements against the Issuer that includes a description of
collateral covering the Receivables other than any financing statement (i)
relating to the security interest granted to the Indenture Trustee, for the
benefit of the Noteholders, under this Indenture or (ii) that has been
terminated. None of the documents that constitute or evidence the Receivables
has any marks or notations indicating that it has been pledged, assigned or
otherwise conveyed to any Person other than to the Indenture Trustee, for the
benefit of the Noteholders , other than certain Receivables that will be
re-marked on or prior to the Closing Date to reflect the interests of the
Indenture Trustee, for the benefit of the Noteholders, under this Indenture. The
representations and warranties contained in this Section 3.22 shall survive the
execution and delivery of this Indenture. Compliance with the representations
and warranties contained in this Section 3.22 may not be waived without the
consent of Standard & Poor's and the Indenture Trustee.

                                   ARTICLE IV

                           SATISFACTION AND DISCHARGE

      SECTION 4.01 SATISFACTION AND DISCHARGE OF INDENTURE. This Indenture shall
cease to be of further effect with respect to the Notes except as to (i) rights
of registration of transfer and exchange, (ii) substitution of mutilated,
destroyed, lost or stolen Notes, (iii) rights of Noteholders to receive payments
of principal thereof and interest thereon, (iv) Sections 3.02, 3.03, 3.04, 3.05,
3.08, 3.10, 3.12, 3.13, 3.15, 3.16 and 3.18 hereof, (v) the rights, obligations
and immunities of the Indenture Trustee hereunder (including the rights of the
Indenture Trustee under Section 6.07 hereof and the obligations of the Indenture
Trustee under Section 4.02 hereof) and (vi) the rights of Noteholders as
beneficiaries hereof with respect to the property so deposited with the
Indenture Trustee payable to all or any of them, which shall survive the Final
Maturity Date of the Notes and extend through any preference period applicable
with respect to the Notes or any payments made in respect of the Notes, and the
Indenture Trustee, on demand of and at the expense of the Issuer, shall execute
proper instruments acknowledging satisfaction and discharge of this Indenture
with respect to the Notes, when

                  (A) Either:

                        1. all Notes theretofore authenticated and delivered
            (other than (i) Notes that have been destroyed, lost or stolen and
            that have been replaced or paid as provided in Section 2.05 hereof
            and (ii) Notes for whose payment money has theretofore been
            deposited in trust or segregated and held in trust by the Issuer and
            thereafter repaid to the Issuer or discharged from such trust, as
            provided in Section 3.03 hereof) have been delivered to the
            Indenture Trustee for cancellation; or

                                       34
<PAGE>

                        2. all Notes not theretofore delivered to the Indenture
            Trustee for cancellation:

                              (i) have become due and payable,

                              (ii) will become due and payable at the respective
                  Final Maturity Date of each Class of Notes within one year, or

                              (iii) are to be called for redemption within one
                  year under arrangements satisfactory to the Indenture Trustee
                  for the giving of notice of redemption by the Indenture
                  Trustee in the name, and at the expense, of the Issuer,

      and the Issuer, in the case of clauses (i), (ii) or (iii) above, has
      irrevocably deposited or caused to be irrevocably deposited with the
      Indenture Trustee cash or Eligible Investments in trust for such purpose,
      in an amount sufficient to pay and discharge the entire indebtedness on
      such Notes not theretofore delivered to the Indenture Trustee for
      cancellation when due to the Final Maturity Date of the Class D Notes or
      Redemption Date (if Notes shall have been called for redemption pursuant
      to Section 11.01 hereof), as the case may be;

                  (B) the Issuer has paid or performed or caused to be paid or
      performed all amounts and obligations which the Issuer may owe to or on
      behalf of the Indenture Trustee for the benefit of the Noteholders under
      this Indenture or the Notes

                  (C) the Issuer has delivered to the Indenture Trustee an
      Officer's Certificate, an Opinion of Counsel and (if required by the Trust
      Indenture Act or the Indenture Trustee) an Independent Certificate from a
      firm of certified public accountants, each meeting the applicable
      requirements of Section 12.01(a) hereof and, subject to Section 12.02
      hereof, each stating that all conditions precedent herein provided for
      relating to the satisfaction and discharge of this Indenture have been
      complied with; and

                  (D) upon the satisfaction and discharge of the Indenture
      pursuant to this Section 4.01, the Indenture Trustee shall deliver to the
      Owner Trustee a certificate of a Responsible Officer stating (i) that the
      Noteholders (based on a certificate delivered to the Indenture Trustee by
      the Issuer) and the Indenture Trustee have been paid all amounts owed to
      them, and (ii) either (a) stating that to the actual knowledge of such
      Responsible Officer, the Indenture Trustee has not received written notice
      of any claims remaining against the Issuer, or (b) stating that the only
      pending or threatened claims actually known to such Responsible Officer
      (including contingent and unliquidated claims) are those listed on a
      schedule to such certificate.

      SECTION 4.02 APPLICATION OF TRUST MONEY. All monies deposited with the
Indenture Trustee pursuant to Section 4.01(A)(2) hereof shall be held in trust
and applied by it, in accordance with the provisions of the Notes and this
Indenture, to the payment, either directly or through any Paying Agent, as the
Indenture Trustee may determine, to the Holders of the particular Notes for the
payment or redemption of which such monies have been deposited with the
Indenture Trustee, of all sums due and to become due thereon for principal and
interest; but

                                       35
<PAGE>

such monies need not be segregated from other funds except to the extent
required herein or in the Trust Agreement or required by law.

      SECTION 4.03 REPAYMENT OF MONIES HELD BY PAYING AGENT. In connection with
the satisfaction and discharge of this Indenture with respect to the Notes, all
monies then held by any Paying Agent other than the Indenture Trustee under the
provisions of this Indenture with respect to such Notes shall, upon demand of
the Issuer, be paid to the Indenture Trustee to be held and applied according to
Section 3.03 hereof and thereupon such Paying Agent shall be released from all
further liability with respect to such monies.

                                   ARTICLE V

                           EVENTS OF DEFAULT; REMEDIES

      SECTION 5.01 EVENTS OF DEFAULT.

            (a) "Event of Default," wherever used herein, means any one of the
following events (whatever the reason for such Event of Default and whether it
shall be voluntary or involuntary or be effected by operation of law or pursuant
to any judgment, decree or order of any court or any order, rule or regulation
of any administrative or governmental body):

                  (i) default in the payment of any interest on any Note when
      the same becomes due and payable and such default shall continue for a
      period of five days;

                  (ii) default in the payment of any principal of or any
      installment of the principal of any Class of Notes on the Final Maturity
      Date for such Class of Notes;

                  (iii) default in the observance or performance of any covenant
      or agreement of the Issuer made in this Indenture (other than a covenant
      or agreement, a default in the observance or performance of which is
      elsewhere in this Section specifically dealt with), or any representation
      or warranty of the Issuer made in this Indenture, in any Basic Document or
      in any certificate or any other writing delivered pursuant hereto or in
      connection herewith or therewith proving to have been incorrect in any
      material respect as of the time when the same shall have been made, and
      such default shall (A) materially and adversely affect the rights of the
      Noteholders and (B) continue or not be cured, or the circumstance or
      condition in respect of which such misrepresentation or warranty was
      incorrect shall not have been eliminated or otherwise cured, for a period
      of 60 days after there shall have been given to the Issuer by the
      Indenture Trustee or to the Issuer and the Indenture Trustee by
      Noteholders evidencing at least 25% of the aggregate Note Balances, a
      written notice by registered or certified mail, specifying such default or
      incorrect representation or warranty and requiring it to be remedied and
      stating that such notice is a "Notice of Default" hereunder;

                  (iv) the filing of a decree or order for relief by a court
      having jurisdiction in respect of the Issuer or any substantial part of
      the Pledged Assets in an involuntary case under any applicable federal or
      State bankruptcy, insolvency or other similar law now or hereafter in
      effect, or appointing a receiver, liquidator, assignee, custodian,
      trustee, sequestrator or similar official of the Issuer or for any
      substantial part

                                       36
<PAGE>

      of the Pledged Assets, or ordering the winding-up or liquidation of the
      Issuer's affairs, and such decree or order shall remain unstayed and in
      effect for a period of 60 consecutive days;

                  (v) the commencement by the Issuer of a voluntary case under
      any applicable federal or State bankruptcy, insolvency or other similar
      law now or hereafter in effect, or the consent by the Issuer to the entry
      of an order for relief in an involuntary case under any such law, or the
      consent by the Issuer to the appointment or taking possession by a
      receiver, liquidator, assignee, custodian, trustee, sequestrator or
      similar official of the Issuer or for any substantial part of the Pledged
      Assets, or the making by the Issuer of any general assignment for the
      benefit of creditors, or the failure by the Issuer generally to pay its
      debts as such debts become due, or the taking of action by the Issuer in
      furtherance of any of the foregoing;

                  (vi) the Issuer becoming taxable as an association (or
      publicly traded partnership) taxable as a corporation for federal or State
      income tax purposes; or

                  (vii) the Issuer or the Transferor being treated as an
      investment company pursuant to the Investment Company Act of 1940, as
      amended.

            (b) The Issuer shall deliver to the Indenture Trustee and the Rating
Agencies, within five days after obtaining knowledge of the occurrence thereof,
written notice in the form of an Officer's Certificate of any event which with
the giving of notice or the lapse of time would become an Event of Default, its
status and what action the Issuer is taking or proposes to take with respect
thereto.

      SECTION 5.02 RIGHTS UPON EVENT OF DEFAULT.

            (a) [RESERVED].

            (b) If an Event of Default shall have occurred and be continuing,
the Indenture Trustee may, and shall if so requested in writing by the Majority
Controlling Noteholders, upon prior written notice to each Rating Agency,
declare that the entire principal amount of the Notes, together with interest
accrued, become immediately due and payable, and upon any such declaration the
unpaid principal amount of the Notes, together with accrued and unpaid interest
thereon, shall become immediately due and payable.

            (c) If an Event of Default occurs and the Notes have been
accelerated, the Indenture Trustee may exercise any of the remedies specified in
Section 5.04(a) hereof. Payments following acceleration of any Notes shall be
applied by the Indenture Trustee pursuant to Section 8.05(g) hereof.

            (d) [RESERVED].

            (e) At any time after declaration of acceleration of maturity has
been made and before a judgment or decree for payment of the money due has been
obtained by the Indenture Trustee as hereinafter in this Article V provided, the
Majority Controlling Noteholders,

                                       37
<PAGE>

by written notice to the Issuer and the Indenture Trustee, may rescind and annul
such declaration and its consequences if:

                  (i) the Issuer has paid or deposited with the Indenture
      Trustee a sum sufficient to pay:

                        (A) all payments of principal on the Notes and interest
            on all Notes and all other amounts that would then be due hereunder
            or upon such Notes if the Event of Default giving rise to such
            acceleration had not occurred, which funds shall be deposited into
            the Collection Account; and

                        (B) all sums paid or advanced by the Indenture Trustee
            hereunder and the reasonable compensation, expenses and
            disbursements of the Indenture Trustee and its agents and counsel,
            which funds shall be deposited into the Collection Account; and

                  (ii) all Events of Default, other than the nonpayment of the
      interest on or the principal of the Notes that has become due solely by
      such acceleration, have been cured or waived as provided in Section 5.13
      hereof.

      No such rescission shall affect any subsequent default or impair any right
consequent thereto.

      SECTION 5.03 COLLECTION OF INDEBTEDNESS AND SUITS FOR ENFORCEMENT BY
INDENTURE TRUSTEE.

            (a) The Issuer covenants that, if the Notes are accelerated
following the occurrence of an Event of Default, the Issuer will, upon demand of
the Indenture Trustee, pay to the Indenture Trustee, for the benefit of the
Noteholders, the whole amount then due and payable on such Notes for principal
and interest, with interest upon the overdue principal, and, to the extent
payment at such rate of interest shall be legally enforceable, upon overdue
installments of interest, at the applicable interest rates and in addition
thereto such further amount as shall be sufficient to cover the costs and
expenses of collection, including the reasonable compensation, expenses,
advances and disbursements of the Indenture Trustee and its agents and counsel.
In furtherance of the foregoing, the Issuer hereby irrevocably and
unconditionally appoints the Indenture Trustee as the true and lawful
attorney-in-fact of the Issuer, with full power of substitution, to execute,
acknowledge and deliver any notice, document, certificate, paper, pleading or
instrument and to do in the name of the Indenture Trustee as well as in the
name, place and stead of the Issuer such acts, things and deeds for or on behalf
of and in the name of the Issuer under this Indenture (including specifically
under Section 5.04 hereof) and under the Basic Documents which the Issuer could
or might do or which may be necessary, desirable or convenient in the Indenture
Trustee's sole discretion to effect the purposes contemplated hereunder and
under the Basic Documents and, without limitation, following the occurrence of
an Event of Default, acting at the instruction or with the consent of the
Majority Controlling Noteholders, exercise full right, power and authority to
take, or defer from taking, any and all acts with respect to the administration,
maintenance or disposition of the Pledged Assets.

                                       38
<PAGE>

            (b) If an Event of Default shall have occurred and be continuing,
the Indenture Trustee shall, at the direction of the Majority Controlling
Noteholders, as more particularly provided in Section 5.04 hereof, proceed to
protect and enforce the rights of the Noteholders, by such appropriate
Proceedings as the Indenture Trustee shall deem most effective to protect and
enforce any such rights, whether for the specific enforcement of any covenant or
agreement in this Indenture or in aid of the exercise of any power granted
herein, or to enforce any other proper remedy or legal or equitable right vested
in the Indenture Trustee by this Indenture or by law.

            (c) In case there shall be pending, relative to the Issuer or any
other obligor upon the Notes or any Person having or claiming an ownership
interest in the Pledged Assets, Proceedings under Title 11 of the United States
Code or any other applicable federal or State bankruptcy, insolvency or other
similar law, or in case a receiver, assignee or trustee in bankruptcy or
reorganization, liquidator, sequestrator or similar official shall have been
appointed for or taken possession of the Issuer or its property or such other
obligor or Person, or in case of any other comparable judicial Proceedings
relative to the Issuer or Servicer or other obligor upon the Notes, or to the
creditors or property of the Issuer or such other obligor, the Indenture
Trustee, irrespective of whether the principal of any Notes shall then be due
and payable as therein expressed or by declaration or otherwise and irrespective
of whether the Indenture Trustee shall have made any demand pursuant to the
provisions of this Section, shall be entitled and empowered, by intervention in
such Proceedings or otherwise:

                  (i) to file and prove a claim or claims for the whole amount
      of principal and interest owing and unpaid in respect of the Notes and to
      file such other papers or documents as may be necessary or advisable in
      order to have the claims of the Indenture Trustee (including any claim for
      reasonable compensation to the Indenture Trustee and each predecessor
      Indenture Trustee, and their respective agents, attorneys and counsel, and
      for reimbursement of all reasonable expenses and liabilities incurred by
      the Indenture Trustee and each predecessor Indenture Trustee, except as a
      result of negligence, willful misconduct or bad faith) and of the
      Noteholders allowed in such Proceedings;

                  (ii) unless prohibited by applicable law and regulations, to
      vote on behalf of the Noteholders in any election of a trustee, a standby
      trustee or Person performing similar functions in any such Proceedings;

                  (iii) to collect and receive any monies or other property
      payable or deliverable on any such claims and to distribute all amounts
      received with respect to the claims of the Noteholders and of the
      Indenture Trustee on their behalf; and

                  (iv) to file such proofs of claim and other papers or
      documents as may be necessary or advisable in order to have the claims of
      the Indenture Trustee or the Noteholders allowed in any judicial
      Proceedings relative to the Issuer or the Servicer, or any of their
      respective creditors and their respective properties; and any trustee,
      receiver, liquidator, custodian or other similar official in any such
      Proceeding is hereby authorized by each of such Noteholders to make
      payments to the Indenture Trustee, and, in the event that the Indenture
      Trustee shall consent to the making of payments directly to such

                                       39
<PAGE>

      Noteholders, to pay to the Indenture Trustee such amounts as shall be
      sufficient to cover reasonable compensation to the Indenture Trustee, each
      predecessor Indenture Trustee and their respective agents, attorneys and
      counsel, and all other reasonable expenses and liabilities incurred and
      all advances made by the Indenture Trustee and each predecessor Indenture
      Trustee except as a result of willful misconduct, negligence, or bad
      faith.

            (d) Nothing herein contained shall be deemed to authorize the
Indenture Trustee to authorize or consent to or vote for or accept or adopt on
behalf of any Noteholder any plan of reorganization, arrangement, adjustment or
composition affecting the Notes or the rights of any Holder thereof or to
authorize the Indenture Trustee to vote in respect of the claim of any
Noteholder in any such proceeding except, as aforesaid, to vote for the election
of a trustee in bankruptcy or similar Person.

            (e) All rights of action and of asserting claims under this
Indenture, or under any of the Notes, may be enforced by the Indenture Trustee
without the possession of any of the Notes or the production thereof in any
trial or other Proceedings relative thereto, and any such action or Proceedings
instituted by the Indenture Trustee shall be brought in its own name as trustee
of an express trust, and any recovery of judgment, subject to the payment of the
reasonable expenses, disbursements and compensation of the Indenture Trustee,
each predecessor Indenture Trustee and their respective agents and attorneys,
shall be for the ratable benefit of the Noteholders.

            (f) In any Proceedings brought by the Indenture Trustee (including
any Proceedings involving the interpretation of any provision of this Indenture
to which the Indenture Trustee shall be a party), the Indenture Trustee shall be
held to represent all the Noteholders, and it shall not be necessary to make any
Noteholder a party to any such Proceedings.

      SECTION 5.04 REMEDIES.

            (a) If an Event of Default shall have occurred and be continuing and
the Notes have been declared due and payable under Section 5.02 hereof, the
Indenture Trustee may and (subject to Sections 5.04(b) and 5.05 hereof), shall
at the direction of the Majority Controlling Noteholders, take one or more of
the following actions as so directed:

                  (i) institute Proceedings in its own name and as or on behalf
      of a trustee of an express trust for the collection of all amounts then
      payable on the Notes, under this Indenture or any other Basic Document
      with respect thereto, whether by declaration or otherwise, enforce any
      judgment obtained, and collect from the Issuer and any other obligor upon
      such Notes monies adjudged due;

                  (ii) institute Proceedings from time to time for the complete
      or partial foreclosure of this Indenture with respect to the Pledged
      Assets;

                  (iii) exercise any remedies of a secured party under the
      applicable UCC and any other remedy available to the Indenture Trustee and
      take any other appropriate action to protect and enforce the rights and
      remedies of the Indenture Trustee on behalf of the Noteholders under this
      Indenture or the Notes;

                                       40
<PAGE>

                  (iv) sell or otherwise liquidate the Pledged Assets or any
      portion thereof or rights or interests therein, at one or more public or
      private sales called and conducted in any manner permitted by law and
      distribute the proceeds of such sale or liquidation in accordance with the
      terms of this Indenture; or

                  (v) maintain possession of the Pledged Assets.

            (b) Notwithstanding the foregoing, in the event that the Indenture
Trustee is acting at the direction of the Majority Controlling Noteholders, the
Noteholders shall not have the right to direct the Indenture Trustee or the
Servicer to, and neither the Indenture Trustee nor the Servicer shall, liquidate
the Pledged Assets in whole or in part unless an Event of Default as specified
in Sections 5.01(a)(iv) or (v) hereof shall have occurred and be continuing.

            (c) In determining the sufficiency or insufficiency of the proceeds
of a sale or liquidation of the Pledged Assets to pay all amounts required
pursuant to Section 5.04(a)(i) hereof, the Indenture Trustee may, but need not,
at the sole expense of the Issuer obtain and rely upon an opinion of an
Independent investment banking or accounting firm of national reputation as to
the feasibility of such proposed action and as to the sufficiency of the Pledged
Assets for such purpose.

      SECTION 5.05 OPTIONAL PRESERVATION OF THE RECEIVABLES. If the Notes have
been declared to be due and payable under Section 5.02 hereof following an Event
of Default and such declaration and its consequences have not been rescinded and
annulled, the Indenture Trustee shall, absent direction to the contrary from the
Noteholders pursuant to Section 5.04 hereof, maintain possession of the Pledged
Assets.

      SECTION 5.06 PRIORITIES.

            (a) If the Notes have been declared to be due and payable under
Section 5.02 hereof following an Event of Default as set forth in clauses (i) or
(ii) of Section 5.01(a) and such declaration and its consequences have not been
rescinded and annulled, any money collected by the Indenture Trustee with
respect to the Pledged Assets, the Notes, the Residual Interests or the
Certificates pursuant to this Article or otherwise and any money that may then
be held or thereafter received by the Indenture Trustee with respect to the
Pledged Assets, the Notes, the Residual Interests or the Certificates, shall be
applied pursuant to Section 8.05(g) hereof.

            (b) The Indenture Trustee may fix a record date and payment date for
any payment to Noteholders pursuant to this Section. At least 15 days before
such record date, the Issuer shall mail to each Noteholder and the Indenture
Trustee a notice that states the record date, the payment date and the amount to
be paid.

      SECTION 5.07 LIMITATION OF SUITS.

            (a) No Holder of any Note shall have any right to institute any
Proceeding, judicial or otherwise, with respect to this Indenture, or for the
appointment of a receiver or trustee, or for any other remedy hereunder, unless:

                                       41
<PAGE>

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

                  (ii) the Holders of not less than 25% of the aggregate Note
      Balances have made written request to the Indenture Trustee to institute
      such Proceeding in respect of such Event of Default in its own name as
      Indenture Trustee hereunder;

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

                  (iv) the Indenture Trustee for 60 days after its receipt of
      such notice, request and offer of indemnity has failed to institute such
      Proceedings; and

                  (v) no direction inconsistent with such written request shall
      have been given to the Indenture Trustee during such 60-day period by the
      Majority Noteholders.

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

            (b) In the event the Indenture Trustee shall receive conflicting or
inconsistent requests and indemnity from two or more groups of Noteholders, each
representing less than a majority of the Note Balances (voting together as a
single class), the Indenture Trustee in its sole discretion may determine that
action, if any, shall be taken, notwithstanding any other provisions of this
Indenture and any such action shall be binding on all parties.

      SECTION 5.08 UNCONDITIONAL RIGHTS OF NOTEHOLDERS TO RECEIVE PRINCIPAL AND
INTEREST. Notwithstanding any other provisions in this Indenture, the Holder of
any Note shall have the right, which is absolute and unconditional, to receive
payments of Monthly Interest and Monthly Principal on such Note on or after the
respective due dates thereof expressed in such Note or in this Indenture (or, in
the case of redemption, on or after the Redemption Date) and to institute suit
for the enforcement of any such payment, and such right shall not be impaired
without the consent of such Holder.

      SECTION 5.09 RESTORATION OF RIGHTS AND REMEDIES. If the Indenture Trustee
or any Noteholder shall have instituted any Proceeding to enforce any right or
remedy under this Indenture and such Proceeding shall have been discontinued or
abandoned for any reason or shall have been determined adversely to the
Indenture Trustee or to such Noteholder, then and in every such case the Issuer,
the Indenture Trustee and the Noteholders shall, subject to any determination in
such Proceeding, be restored severally and respectively to their former
positions hereunder, and thereafter all rights and remedies of the Indenture
Trustee and the Noteholders shall continue as though no such Proceeding had been
instituted.

      SECTION 5.10 RIGHTS AND REMEDIES CUMULATIVE. No right or remedy herein
conferred upon or reserved to the Indenture Trustee or to the Noteholders is
intended to be

                                       42
<PAGE>

exclusive of any other right or remedy, and every right and remedy shall, to the
extent permitted by law, be cumulative and in addition to every other right and
remedy given hereunder or now or hereafter existing at law or in equity or
otherwise. The assertion or employment of any right or remedy hereunder, or
otherwise, shall not prevent the concurrent assertion or employment of any other
appropriate right or remedy.

      SECTION 5.11 DELAY OR OMISSION NOT A WAIVER. No delay or omission of the
Indenture Trustee or any Holder of any Note to exercise any right or remedy
accruing upon any Default or Event of Default shall impair any such right or
remedy or constitute a waiver of any such Default or Event of Default or an
acquiescence therein. Every right and remedy given by this Article IV or by law
to the Indenture Trustee or to the Noteholders may be exercised from time to
time, and as often as may be deemed expedient, by the Indenture Trustee or by
the Noteholders, as the case may be.

      SECTION 5.12 CONTROL BY MAJORITY CONTROLLING NOTEHOLDERS. The Indenture
Trustee at the direction of the Majority Controlling Noteholders shall have the
right to direct the time, method and place of conducting any Proceeding for any
remedy available to the Indenture Trustee with respect to the Notes or
exercising any trust or power conferred on the Indenture Trustee; provided that:

                  (i) such direction shall not be in conflict with any rule of
      law or with this Indenture;

                  (ii) any direction to the Indenture Trustee to sell or
      liquidate the Pledged Assets shall be subject to the terms of Section 5.04
      hereof;

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

                  (iv) the Indenture Trustee shall have been provided with
      indemnification satisfactory to it in connection with such direction.

Notwithstanding the rights of Noteholders set forth in this Section, subject to
Section 6.01 hereof, the Indenture Trustee need not take any action that it
determines, in its sole discretion, might involve it in liability or might
materially adversely affect the rights of any Noteholders not consenting to such
action. The Indenture Trustee shall not be liable for or with respect to any
action it takes or omits to take in good faith in accordance with any directions
received by it pursuant to this Section 5.12.

      SECTION 5.13 WAIVER OF PAST DEFAULTS.

            (a) Prior to the declaration of the acceleration of the maturity of
the Notes as provided in Section 5.02 hereof, the Indenture Trustee, at the
written direction of the Majority Controlling Noteholders, may, on behalf of all
the Holders, waive any past Default and/or Event of Default and its consequences
except a Default (i) in the payment of principal of or interest on any of the
Notes or (ii) in respect of a covenant or provision hereof that cannot be
modified or amended without the written consent of the Holder of each Note, as
applicable. In the case of any such waiver, the Issuer, the Indenture Trustee
and the Noteholders shall be restored to their

                                       43
<PAGE>

former positions and rights hereunder, respectively; but no such waiver shall
extend to any subsequent or other Default or impair any right consequent
thereto.

            (b) Upon any such waiver, such Default shall cease to exist and be
deemed to have been cured and not to have occurred, and any Event of Default
arising therefrom shall be deemed to have been cured and not to have occurred,
for every purpose of this Indenture; but no such waiver shall extend to any
subsequent or other Default or Event of Default or impair any right consequent
thereto. Notice of each such waiver shall be provided to the Rating Agencies.

      SECTION 5.14 UNDERTAKING FOR COSTS. All parties to this Indenture agree,
and each Holder of any Note by such Holder's acceptance thereof shall be deemed
to have agreed, that any court may in its discretion require, in any suit for
the enforcement of any right or remedy under this Indenture, or in any suit
against the Indenture Trustee for any action taken, suffered or omitted by it as
Indenture Trustee, the filing by any party litigant in such suit of an
undertaking to pay the costs of such suit and that such court may in its
discretion assess reasonable costs, including reasonable attorneys' fees and
expenses, against any party litigant in such suit, in the manner and to the
extent provided by the Trust Indenture Act; but the provisions of this Section
shall not apply to (i) any suit instituted by the Indenture Trustee, (ii) any
suit instituted by any Noteholder, or group of Noteholders, in each case holding
in the aggregate more than 10% of the Note Balances or (iii) any suit instituted
by any Noteholder for the enforcement of the payment of principal of or interest
on any Note on or after the respective due dates expressed in such Note and in
this Indenture (or, in the case of redemption, on or after the Redemption Date).

      SECTION 5.15 WAIVER OF STAY OR EXTENSION LAWS. The Issuer covenants (to
the extent that it may lawfully do so) that it will not at any time insist upon,
or plead or in any manner whatsoever, claim or take the benefit or advantage of,
any stay or extension law wherever enacted, now or at any time hereafter in
force, that may affect the covenants or the performance of this Indenture; and
the Issuer (to the extent that it may lawfully do so) hereby expressly waives
all benefit or advantages of any such law, and covenants that it will not
hinder, delay or impede the execution of any power herein granted to the
Indenture Trustee, but will suffer and permit the execution of every such power
as though no such law had been enacted.

      SECTION 5.16 ACTION ON NOTES. The Indenture Trustee's right to seek and
recover judgment on the Notes or under this Indenture shall not be affected by
the seeking, obtaining or application of any other relief under or with respect
to this Indenture. Neither the lien of this Indenture nor any rights or remedies
of the Indenture Trustee or the Noteholders shall be impaired by the recovery of
any judgment by the Indenture Trustee against the Issuer or by the levy of any
execution under such judgment upon any portion of the Pledged Assets or upon any
of the assets of the Issuer. Any money or property collected by the Indenture
Trustee shall be applied in accordance with Section 5.06 hereof.

      SECTION 5.17 PERFORMANCE AND ENFORCEMENT OF CERTAIN OBLIGATIONS.

            (a) Promptly following a request from the Indenture Trustee to do so
and at the Administrator's expense, the Issuer agrees to take all such lawful
action as the Indenture Trustee may request to compel or secure the performance
and observance by the Transferor and

                                       44
<PAGE>

the Servicer as applicable, of each of their respective obligations to the
Issuer under or in connection with the Trust Agreement in accordance with the
terms thereof, and to exercise any and all rights, remedies, powers and
privileges lawfully available to the Issuer under or in connection with the
Trust Agreement to the extent and in the manner directed by the Indenture
Trustee including the transmission of notices of default on the part of the
Transferor, the Servicer or the Back-up Servicer thereunder and the institution
of legal or administrative actions or Proceedings to compel or secure
performance by the Transferor, the Servicer or the Back-up Servicer of each of
their respective obligations under the Trust Agreement.

            (b) If an Event of Default has occurred and is continuing, the
Indenture Trustee may, and at the direction (which direction shall be given in
writing and may include a facsimile) of the Majority Controlling Noteholders
shall, foreclose upon its security interest in the Issuer's rights under the
Trust Agreement and exercise all rights, remedies, powers, privileges and claims
of the Issuer against the Transferor or the Servicer under or in connection with
the Trust Agreement, including the right or power to take any action to compel
or secure performance or observance by the Transferor, the Servicer or the
Back-up Servicer of each of their respective obligations to the Issuer
thereunder and to give any consent, request, notice, direction, approval,
extension or waiver under the Trust Agreement, and any right of the Issuer to
take such action shall be suspended.

                                   ARTICLE VI

                              THE INDENTURE TRUSTEE

      SECTION 6.01 DUTIES OF INDENTURE TRUSTEE.

            (a) If an Event of Default shall have occurred and be continuing,
and of which the Indenture Trustee shall have actual knowledge, the Indenture
Trustee shall exercise the rights and powers vested in it by this Indenture and
with the same degree of care and skill in its exercise as a prudent person would
exercise or use under the circumstances in the conduct of such person's own
affairs.

            (b) Except during the continuance of an Event of Default of which a
Responsible Officer of the Indenture Trustee shall have actual knowledge or
written notice:

                  (i) the Indenture Trustee undertakes to perform such duties
      and only such duties as are specifically set forth in this Indenture and
      in the Trust Agreement and no implied covenants or obligations shall be
      read into this Indenture against the Indenture Trustee; and

                  (ii) in the absence of bad faith on its part, the Indenture
      Trustee may conclusively rely, as to the truth of the statements and the
      correctness of the opinions expressed therein, upon certificates or
      opinions furnished to the Indenture Trustee and conforming to the
      requirements of this Indenture; provided, however, the Indenture Trustee
      shall examine the certificates and opinions to determine whether or not
      they conform on their face to the requirements of this Indenture and the
      other Basic Documents to which the Indenture Trustee is a party; provided,
      however, that the

                                       45
<PAGE>

      Indenture Trustee shall not be responsible for the accuracy or content of
      any of the aforementioned documents and the Indenture Trustee shall have
      no obligation to verify, re-compute or recalculate any numerical
      information provided to it pursuant to the Basic Documents.

            (c) The Indenture Trustee may not be relieved from liability for its
own negligent action, its own negligent failure to act or its own bad faith or
willful misconduct except that:

                  (i) this paragraph does not limit the effect of Section
      6.01(b) hereof;

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

                  (iii) the Indenture Trustee shall not be liable with respect
      to any action it takes or omits to take in good faith (unless it shall be
      proved that the Indenture Trustee was negligent in ascertaining the facts
      relevant to its action or inaction).

            (d) Every provision of this Indenture that in any way relates to the
Indenture Trustee is subject to paragraphs (a), (b) and (c) of this Section.

            (e) The Indenture Trustee shall not be liable for interest on any
money received by it.

            (f) Money held in trust by the Indenture Trustee need not be
segregated from other funds except to the extent required by law or the terms of
this Indenture or the Trust Agreement.

            (g) No provision of this Indenture shall require the Indenture
Trustee to expend or risk its own funds or otherwise incur financial liability
in the performance of any of its duties hereunder or in the exercise of any of
its rights or powers, if it shall have reasonable grounds to believe that
repayment of such funds or adequate indemnity against such risk or liability is
not reasonably assured to it.

            (h) Every provision of this Indenture relating to the conduct or
affecting the liability of or affording protection to the Indenture Trustee
shall be subject to the provisions of this Section and to the provisions of the
Trust Indenture Act.

            (i) [RESERVED].

            (j) The Indenture Trustee shall not be liable in its individual
capacity with respect to any action taken, suffered or omitted to be taken by it
in good faith in accordance with this Indenture or at the direction of the
Majority Controlling Noteholders, relating to the time, method and place of
conducting any Proceeding for any remedy available to the Indenture Trustee, or
exercising or omitting to exercise any trust or power conferred upon the
Indenture Trustee, under this Indenture.

                                       46
<PAGE>

            (k) The Indenture Trustee shall not be required to take notice or be
deemed to have notice or knowledge of any Default, Servicer Default or Event of
Default unless a Responsible Officer of the Indenture Trustee shall have
received written notice thereof. In the absence of receipt of such notice, the
Indenture Trustee may conclusively assume that there is no Default, Servicer
Default or Event of Default.

            (l) Subject to any express provisions of this Indenture to the
contrary, the Indenture Trustee shall have no duty (i) to see to any recording,
filing, or depositing of this Indenture or any agreement referred to herein or
any financing statement or continuation statement evidencing a security
interest, or to see to the maintenance of any such recording or filing or
depositing or to any rerecording, refiling or redepositing of any thereof, (ii)
to see to any insurance, (iii) to see to the payment or discharge of any tax,
assessment, or other governmental charge or any lien or encumbrance of any kind
owing with respect to, assessed or levied against, any part of the Pledged
Assets, or (iv) to confirm or verify the contents of any reports or certificates
delivered to the Indenture Trustee pursuant to this Indenture believed by the
Indenture Trustee to be genuine and to have been signed or presented by the
proper party or parties.

            (m) Anything in this Indenture to the contrary notwithstanding, in
no event shall the Indenture Trustee be liable for special, indirect or
consequential loss or damage of any kind whatsoever (including but not limited
to lost profits), even if the Indenture Trustee has been advised of the
likelihood of such loss or damage regardless of the form of action.

      SECTION 6.02 RIGHTS OF INDENTURE TRUSTEE.

            (a) Except as otherwise provided in the second succeeding sentence,
the Indenture Trustee may conclusively rely and shall be protected in acting
upon or refraining from acting upon any resolution, certificate, statement,
instrument, opinion, report, notice, request, consent, order, note, direction,
demand, election or other paper or document believed by it to be genuine and to
have been signed or presented by the proper person. The Indenture Trustee need
not investigate any fact or matter stated in the document. Notwithstanding the
foregoing, the Indenture Trustee, subject to Section 6.01(b)(ii) hereof upon
receipt of all resolutions, certificates, statements, opinions, reports,
documents, orders or other instruments furnished to the Indenture Trustee that
shall be specifically required to be furnished pursuant to any provision of this
Indenture, shall examine them to determine whether they comply as to form to the
requirements of this Indenture.

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

            (c) The Indenture Trustee may execute any of the trusts or powers
hereunder or perform any duties hereunder either directly or by or through
agents or attorneys or a custodian or nominee and the Indenture Trustee shall
not be responsible for any misconduct or negligence on the part of any such
agent, attorney, custodian or nominee appointed by the Indenture Trustee with
due care.

                                       47
<PAGE>

            (d) The Indenture Trustee shall not be liable for any action it
takes or omits to take in good faith which it believes to be authorized or
within its rights or powers; provided, however, that the Indenture Trustee's
conduct does not constitute negligence, willful misconduct or bad faith.

            (e) The Indenture Trustee may consult with counsel, and the advice
or opinion of counsel with respect to legal matters relating to this Indenture
and the Notes shall be full and complete authorization and protection from
liability in respect to any action taken, omitted or suffered by it hereunder in
good faith and in accordance with the advice or opinion of such counsel.

            (f) Subject to Section 6.01(a) hereof, the Indenture Trustee shall
be under no obligation to exercise any of the trusts or powers vested in it by
this Indenture or to institute, conduct or defend any litigation hereunder or in
relation hereto at the request, order or direction of any of the Noteholders,
pursuant to the provisions of this Indenture, unless such Noteholders shall have
offered to the Indenture Trustee security or indemnity satisfactory to it
against the costs, expenses and liabilities which may be incurred therein or
thereby.

            (g) The Indenture Trustee shall not be bound to make any
investigation into the facts or matters stated in any resolution, certificate,
statement, instrument, opinion, report, notice, request, consent, order,
approval, bond or other paper or document, unless requested in writing to do so
by the Majority Controlling Noteholders; provided, however, that if the payment
within a reasonable time to the Indenture Trustee of the reasonable costs,
expenses or liabilities likely to be incurred by it in the making of such
investigation is, in the opinion of the Indenture Trustee, not reasonably
assured to the Indenture Trustee by the security afforded to it by the terms of
this Indenture, the Indenture Trustee may require reasonable indemnity against
such cost, expense or liability as a condition to taking any such action.

            (h) The right of the Indenture Trustee to perform any discretionary
act enumerated in this Indenture shall not be construed as a duty, and the
Indenture Trustee shall not be answerable for other than its willful misconduct,
negligence or bad faith in the performance of such act.

            (i) The rights and privileges pertaining to the Indenture Trustee
set forth in Sections 6.01 and 6.02 hereof shall apply to the Indenture Trustee
in all of the Basic Documents.

            (j) The Indenture Trustee or its Affiliates are permitted to receive
additional compensation that could be deemed to be in the Indenture Trustee's
economic self-interest and which are not contemplated by this Indenture for (i)
serving as investment adviser, administrator, shareholder servicing agent,
custodian or sub-custodian with respect to certain of the Eligible Investments,
(ii) using Affiliates to effect transactions in certain Permitted Investments
and (iii) effecting transactions in certain Eligible Investments; provided that
this Section 6.02(j) shall not entitle the Indenture Trustee or any of its
Affiliates to any such additional compensation or permit the payment of any such
additional compensation pursuant to Section 8.05 hereof or any other provision
of this Indenture unless, in each case, otherwise expressly permitted pursuant
to the terms of this Indenture or the Trust Agreement.

                                       48
<PAGE>

      SECTION 6.03 INDIVIDUAL RIGHTS OF INDENTURE TRUSTEE. The Indenture Trustee
in its individual or any other capacity may become the owner or pledgee of Notes
and may otherwise deal with the Issuer or its Affiliates with the same rights it
would have if it were not Indenture Trustee. Any Paying Agent, Note Registrar,
co-registrar or co-paying agent may do the same with like rights. However, the
Indenture Trustee is required to comply with Sections 6.11 and 6.13 hereof.

      SECTION 6.04 INDENTURE TRUSTEE'S DISCLAIMER. The Indenture Trustee shall
not be responsible for and makes no representation as to the validity or
adequacy of this Indenture, the Pledged Assets or the Notes, it shall not be
accountable for the Issuer's use of the proceeds from the Notes, and it shall
not be responsible for any statement of the Issuer in this Indenture or in any
document issued in connection with the sale of the Notes or in the Notes other
than the Indenture Trustee's certificate of authentication.

      SECTION 6.05 NOTICE OF DEFAULTS. If a Default shall have occurred and be
continuing and a Responsible Officer of the Indenture Trustee shall have actual
knowledge or shall have received written notice thereof, the Indenture Trustee
shall mail to each Noteholder and the Rating Agency notice of the Default within
5 days after such knowledge or notice occurs.

      SECTION 6.06 REPORTS BY INDENTURE TRUSTEE TO HOLDERS. The Indenture
Trustee shall deliver to each Noteholder such information as may be required to
enable such holder to prepare its federal and State income tax returns.

      SECTION 6.07 COMPENSATION AND INDEMNITY. Pursuant to Section 8.05 hereof,
the Indenture Trustee shall receive compensation on each Payment Date for its
services, in its capacities as Indenture Trustee and Collateral Agent under the
Basic Documents. The Indenture Trustee's compensation shall not be limited by
any law on compensation of a trustee of an express trust. Pursuant to Section
8.05 hereof, the Indenture Trustee shall also be entitled to receive
reimbursement for all reasonable out-of-pocket expenses incurred or made by it
in its capacities as Indenture Trustee and Collateral Agent, including costs of
collection, in addition to the compensation for its services. Such expenses
shall include the reasonable compensation and expenses and disbursements and
advances of the Indenture Trustee's agents, counsel, accountants and experts.
The Issuer shall, and shall cause the Administrator to, indemnify the Indenture
Trustee and its officers, directors, employees, representatives and agents
against any and all loss, liability or expense (including attorneys' fees)
incurred by it in connection with the administration of this trust and the
performance of its duties hereunder. The Indenture Trustee shall notify the
Issuer and the Administrator promptly of any claim for which it may seek
indemnity but failure to do so shall not constitute a waiver of any rights
hereunder. Failure by the Indenture Trustee to so notify the Issuer and the
Administrator shall not relieve the Issuer or the Administrator of its
obligations hereunder. The Issuer shall, or shall cause the Administrator to,
defend any such claim, and the Indenture Trustee may have separate counsel and
the Issuer shall, or shall cause the Administrator to, pay the reasonable fees
and expenses of such counsel. Neither the Issuer nor the Administrator need
reimburse any expense or indemnify against any loss, liability or expense
incurred by the Indenture Trustee through the Indenture Trustee's own willful
misconduct, negligence or bad faith.

                                       49
<PAGE>

            The Issuer's obligations to the Indenture Trustee pursuant to this
Section shall survive the resignation or removal of the Indenture Trustee and
Collateral Agent and the discharge of this Indenture. When the Indenture Trustee
incurs reasonable expenses after the occurrence of an Event of Default specified
in Sections 5.01(a)(iv) or (v) hereof with respect to the Issuer, such expenses
are intended to constitute expenses of administration under Title 11 of the
United States Code or any other applicable federal or State bankruptcy,
insolvency or similar law. The Indenture Trustee shall have a lien prior to the
Noteholders on the Pledged Assets for amounts due to it under this Section 6.07.

      SECTION 6.08 REPLACEMENT OF INDENTURE TRUSTEE.

            (a) The Indenture Trustee may resign at any time by so notifying the
Issuer and the Servicer. The Issuer may, and at the request of the Majority
Controlling Noteholders shall, remove the Indenture Trustee if:

                  (i) the Indenture Trustee fails to comply with Section 6.11
      hereof;

                  (ii) a court having jurisdiction in the premises in respect of
      the Indenture Trustee in an involuntary case or proceeding under federal
      or State banking or bankruptcy laws, as now or hereafter constituted, or
      any other applicable federal or State bankruptcy, insolvency or other
      similar law, shall have entered a decree or order granting relief or
      appointing a receiver, liquidator, assignee, custodian, trustee,
      conservator, sequestrator (or similar official) for the Indenture Trustee
      or for any substantial part of the Indenture Trustee's property, or
      ordering the winding-up or liquidation of the Indenture Trustee's affairs,
      provided any such decree or order shall have continued unstayed and in
      effect for a period of 30 consecutive days;

                  (iii) the Indenture Trustee commences a voluntary case under
      any federal or State banking or bankruptcy laws, as now or hereafter
      constituted, or any other applicable federal or State bankruptcy,
      insolvency or other similar law, or consents to the appointment of or
      taking possession by a receiver, liquidator, assignee, custodian, trustee,
      conservator, sequestrator or other similar official for the Indenture
      Trustee or for any substantial part of the Indenture Trustee's property,
      or makes any assignment for the benefit of creditors or fails generally to
      pay its debts as such debts become due or takes any corporate action in
      furtherance of any of the foregoing; or

                  (iv) the Indenture Trustee otherwise becomes incapable of
      acting.

            (b) [RESERVED].

            (c) If the Indenture Trustee resigns or is removed or if a vacancy
exists in the office of Indenture Trustee for any reason (the Indenture Trustee
in such event being referred to herein as the retiring Indenture Trustee), the
Issuer shall promptly appoint a successor Indenture Trustee that satisfies
either the requirements of Section 6.11 hereof or the Rating Agency Condition.

            (d) A successor Indenture Trustee shall deliver a written acceptance
of its appointment to the retiring Indenture Trustee and to the Issuer.
Thereupon the resignation or

                                       50

<PAGE>

removal of the retiring Indenture Trustee shall become effective, and the
successor Indenture Trustee without any further act, deed or conveyance shall
have all the rights, powers and duties of the Indenture Trustee under this
Indenture. The Issuer or the successor Indenture Trustee shall mail a notice of
its succession to Noteholders and the Rating Agencies. The retiring Indenture
Trustee shall promptly transfer all property held by it as Indenture Trustee to
the successor Indenture Trustee.

            (e) If a successor Indenture Trustee does not take office within 30
days after the retiring Indenture Trustee gives notice of its intent to resign
or is removed, the retiring Indenture Trustee, the Issuer or the Majority
Controlling Noteholders may petition any court of competent jurisdiction for the
appointment of a successor Indenture Trustee.

            (f) If the Indenture Trustee fails to comply with Section 6.11
hereof, any Noteholder may petition any court of competent jurisdiction for the
removal of the Indenture Trustee and the appointment of a successor Indenture
Trustee.

            (g) Any resignation or removal of the Indenture Trustee and
appointment of a successor Indenture Trustee pursuant to the provisions of this
Section shall not become effective until acceptance of appointment by the
successor Indenture Trustee pursuant to Section 6.08(d) and payment of all
reasonable fees and expenses owed to the outgoing Indenture Trustee.
Notwithstanding the replacement of the Indenture Trustee pursuant to Section
6.08, the retiring Indenture Trustee shall be entitled to payment or
reimbursement of such amounts as such Person is entitled pursuant to Section
6.07 hereof.

            (h) Any resignation or removal of the Indenture Trustee hereunder
shall also result in the resignation or removal of such Person as Collateral
Agent in accordance with the same terms and conditions unless otherwise directed
by the Majority Controlling Noteholders.

      SECTION 6.09 SUCCESSOR INDENTURE TRUSTEE BY MERGER.

            (a) If the Indenture Trustee consolidates with, merges or converts
into, or transfers all or substantially all of its corporate trust business or
assets to, another corporation or banking association, the resulting, surviving
or transferee corporation without any further act shall be the successor
Indenture Trustee; provided, that such corporation or banking association shall
be otherwise qualified and eligible under Section 6.11 hereof. The Indenture
Trustee shall provide each Rating Agency prompt notice of any such transaction.

            (b) In case at the time such successor by merger, conversion or
consolidation to the Indenture Trustee shall succeed to the trusts created by
this Indenture any of the Notes shall have been authenticated but not delivered,
any such successor to the Indenture Trustee may adopt the certificate of
authentication of any predecessor trustee, and deliver such Notes so
authenticated; and in case at that time any of the Notes shall not have been
authenticated, any successor to the Indenture Trustee may authenticate such
Notes either in the name of any predecessor Indenture Trustee hereunder or in
the name of the successor to the Indenture Trustee; and in all such cases such
certificates shall have the full force and effect of the certificate of the
Indenture Trustee pursuant to the Notes or this Indenture.

                                       51

<PAGE>

      SECTION 6.10 APPOINTMENT OF CO-INDENTURE TRUSTEE OR SEPARATE INDENTURE
TRUSTEE.

            (a) Notwithstanding any other provision of this Indenture, at any
time, for the purpose of meeting any legal requirement of any jurisdiction in
which any part of the Pledged Assets may at the time be located, the Indenture
Trustee shall have the power and may execute and deliver all instruments to
appoint one or more Persons to act as a co-trustee or co-trustees, jointly with
the Indenture Trustee, or separate trustee or separate trustees, of all or any
part of the Trust, and to vest in such Person or Persons, in such capacity and
for the benefit of the Issuer and the Noteholders and to the extent expressly
set forth herein or the other Basic Documents, such title to the Pledged Assets,
or any part hereof, and, subject to the other provisions of this Section, such
powers, duties, obligations, rights and trusts as the Indenture Trustee may
consider necessary or desirable. No co-trustee or separate trustee hereunder
shall be required to meet the terms of eligibility as a successor Indenture
Trustee under Section 6.11 hereof and no notice to Noteholders or
Certificateholders of the appointment of any co-trustee or separate trustee
shall be required under Section 6.08 hereof.

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

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

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

                  (iii) the Indenture Trustee may at any time accept the
      resignation of or remove any separate trustee or co-trustee.

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

                                       52

<PAGE>

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

      SECTION 6.11 ELIGIBILITY. The Indenture Trustee shall at all times satisfy
the requirements of Trust Indenture Act Section 310(a) and the Investment
Company Act of 1940. The Indenture Trustee hereunder shall at all times be a
financial institution organized and doing business under the laws of the United
States of America or any State, authorized under such laws to exercise corporate
trust powers, whose long term unsecured debt is rated at least A2 by Moody's and
A by Standard & Poor's and shall have a combined capital and surplus of at least
$50,000,000 or shall be a member of a bank holding system to the aggregate
combined capital and surplus of which is $50,000,000 and subject to supervision
or examination by federal or State authority, provided that the Indenture
Trustee's separate capital and surplus shall at all times be at least the amount
required by Section 310 of the Trust Indenture Act. If such Person publishes
reports of condition at least annually, pursuant to law or to the requirements
of a supervising or examining authority, then for the purposes of this Section
6.11, the combined capital and surplus of such Person shall be deemed to be its
combined capital and surplus as set forth in its most recent report of condition
so published. In case at any time the Indenture Trustee shall cease to be
eligible in accordance with the provisions of this Section 6.11, the Indenture
Trustee shall resign immediately in the manner and with the effect specified in
Section 6.08 hereof. The Indenture Trustee shall comply with Trust Indenture Act
Section 310(b); provided, however, that there shall be excluded from the
operation of Trust Indenture Act Section 310(b)(1) any indenture or indentures
under which other securities of the Issuer are outstanding if the requirements
for such exclusion set forth in Trust Indenture Act Sections 310(b)(1) are met.

      SECTION 6.12 COLLATERAL AGENT TO FOLLOW INDENTURE TRUSTEE'S INSTRUCTIONS.
The Indenture Trustee hereby authorizes the Collateral Agent to take such action
on its behalf, and to exercise such rights, remedies, powers and privileges
hereunder, as the Indenture Trustee may direct and as are specifically
authorized to be exercised by the Collateral Agent by the terms hereof, together
with such actions, rights, remedies, powers and privileges as are reasonably
incidental thereto.

      SECTION 6.13 PREFERENTIAL COLLECTION OF CLAIMS AGAINST ISSUER. The
Indenture Trustee shall comply with Trust Indenture Act Section 311(a),
excluding any creditor relationship listed in Trust Indenture Act Section
311(b). An Indenture Trustee who has resigned or been removed shall be subject
to Trust Indenture Act Section 311(a) to the extent indicated.

      SECTION 6.14 REPRESENTATIONS AND WARRANTIES OF INDENTURE TRUSTEE. The
Indenture Trustee hereby makes the following representations and warranties on
which the Issuer and Noteholders shall rely:

                                       53

<PAGE>

                  (a) the Indenture Trustee is a national banking association
duly organized, validly existing and in good standing under the laws of its
place of organization;

                  (b) the Indenture Trustee has full power, authority and legal
right to execute, deliver, and perform this Indenture and has taken all
necessary action to authorize the execution, delivery and performance by it of
this Indenture;

                  (c) this Indenture shall have been duly executed and delivered
by the Indenture Trustee;

                  (d) this Indenture is a legal, valid and binding obligation of
the Indenture Trustee enforceable in accordance with its terms, subject to the
effects of bankruptcy, insolvency, reorganization, or other similar laws
affecting the enforcement of creditors' rights generally and to general
principles of equity; and

                  (e) the Indenture Trustee or its appointed agents are licensed
and qualified in any state or jurisdiction within the United States of America
in which a Receivable is located or is otherwise not required under applicable
law to effect such qualification to the extent necessary to ensure its ability
to enforce each Receivable.

      SECTION 6.15 DISQUALIFICATION OF THE INDENTURE TRUSTEE. If the Indenture
Trustee has or shall acquire a conflicting interest within the meaning of the
Trust Indenture Act, as amended, the Indenture Trustee shall either eliminate
such interest or resign, to the extent and in the manner provided by and subject
to, the provisions of this Indenture.

      SECTION 6.16 WAIVER OF SETOFFS. The Indenture Trustee hereby expressly
waives any and all rights of setoff that the Indenture Trustee may otherwise at
any time have under applicable law with respect to any of the Collection
Account, Reserve Account or Lock-Box Account and agrees that amounts in the
Collection Account and Lock-Box Account shall at all times be held and applied
solely in accordance with the provisions hereof and the Trust Agreement.

      SECTION 6.17 CONTROL BY THE MAJORITY CONTROLLING NOTEHOLDERS. The
Indenture Trustee shall comply with notices and instructions given by the Issuer
only if accompanied by the written consent of the Majority Controlling
Noteholders, except that if any Event of Default shall have occurred and be
continuing, the Indenture Trustee shall act upon and comply with notices and
instructions given by the Majority Controlling Noteholders alone in the place
and stead of the Issuer.

                                  ARTICLE VII

                         NOTEHOLDERS' LISTS AND REPORTS

      SECTION 7.01 ISSUER TO FURNISH INDENTURE TRUSTEE NAMES AND ADDRESSES OF
NOTEHOLDERS. The Issuer will furnish or cause to be furnished to the Indenture
Trustee (i) not more than five days after the earlier of (a) each Record Date
and (b) three months after the last Record Date, a list, in such form as the
Indenture Trustee may reasonably require, of the names and addresses of the
Noteholders as of such Record Date (the "Noteholder List") and (ii) at such

                                       54

<PAGE>

other times as the Indenture Trustee may request in writing, within 15 days
after receipt by the Issuer of any such request, a list of similar form and
content as of a date not more than ten days prior to the time such Noteholder
List is furnished; provided, however, that so long as the Indenture Trustee is
the Note Registrar, no such Noteholder List shall be required to be furnished.

      SECTION 7.02 PRESERVATION OF INFORMATION; COMMUNICATIONS TO NOTEHOLDERS.

            (a) The Indenture Trustee shall preserve, in as current a form as is
reasonably practicable, the names and addresses of the Noteholders contained in
the most recent list furnished to the Indenture Trustee as provided in Section
7.01 hereof and the names and addresses of Noteholders received by the Indenture
Trustee in its capacity as Note Registrar. The Indenture Trustee may destroy any
list furnished to it as provided in such Section 7.01 hereof upon receipt of a
new list so furnished.

            (b) Noteholders may communicate pursuant to Trust Indenture Act
Section 312 (b) with other Noteholders with respect to their rights under this
Indenture or under the Notes.

            (c) The Issuer, the Indenture Trustee and the Note Registrar shall
have the protection of Trust Indenture Act Section 312(c).

      SECTION 7.03 REPORTS BY ISSUER.

            (a) The Issuer shall:

                  (i) file with the Indenture Trustee, within 15 days after the
      Issuer is required to file the same with the Commission, copies of the
      annual reports and of the information, documents and other reports (or
      copies of such portions of any of the foregoing as the Commission may from
      time to time by rules and regulations prescribe) which the Issuer may be
      required to file with the Commission pursuant to Sections 13 or 15(d) of
      the Exchange Act;

                  (ii) file with the Indenture Trustee and the Commission in
      accordance with rules and regulations prescribed from time to time by the
      Commission such additional information, documents and reports with respect
      to compliance by the Issuer with the conditions and covenants of this
      Indenture as may be required from time to time by such rules and
      regulations; and

                  (iii) supply to the Indenture Trustee (and the Indenture
      Trustee shall transmit by mail to all Noteholders described in Trust
      Indenture Act Section 313(c)) such summaries of any information, documents
      and reports required to be filed by the Issuer pursuant to clauses (i) and
      (ii) of this Section 7.03(a) as may be required by rules and regulations
      prescribed from time to time by the Commission.

            (b) Unless the Issuer otherwise determines, the fiscal year of the
Issuer shall end on December 31 of each year.

                                       55

<PAGE>

      SECTION 7.04 REPORTS BY INDENTURE TRUSTEE. To the extent that any of the
events described in Trust Indenture Act Section 313(a) shall have occurred, the
Indenture Trustee shall, within 60 days after each December 15 beginning with
December 15, 2006, mail to the Issuer and each Noteholder as required by Trust
Indenture Act Section 313(c) a brief report dated as of such date that complies
with Trust Indenture Act Section 313(a). The Indenture Trustee also shall comply
with Trust Indenture Act Section 313(b). Unless and until Definitive Notes are
issued, the Indenture Trustee shall make available any monthly and annual
statements concerning the Issuer and the Notes it receives to the nominee of any
Clearing Agency.

                                  ARTICLE VIII

                  DISTRIBUTIONS; STATEMENTS TO THE NOTEHOLDERS

      SECTION 8.01 LOCK-BOX ACCOUNT. The Issuer shall cause BVAC, as initial
Servicer, to establish the Lock-Box Account as an Eligible Account with the
Lock-Box Bank, in accordance with Section 9.01 of the Trust Agreement.

      SECTION 8.02 COLLECTION ACCOUNT. The Issuer shall cause BVAC, as initial
Servicer to establish the Collection Account with the Indenture Trustee or
another Eligible Bank as a segregated non-interest bearing trust account in the
name of the Indenture Trustee for the benefit of the Secured Parties. The
amounts in the Collection Account shall be invested upon receipt of written
direction from the Servicer (provided that, if the Back-up Servicer is then
acting as Servicer, such direction shall be made by the Transferor) in Eligible
Investments that mature not later than the Business Day prior to the next
succeeding Payment Date and such Eligible Investments shall be held to maturity.
The Indenture Trustee (or its custodian) shall (i) maintain possession of any
negotiable instruments or securities evidencing Eligible Investments until the
time of sale or maturity and each certificated security or negotiable instrument
evidencing an Eligible Investment shall be endorsed in blank or to the Indenture
Trustee or registered in the name of the Indenture Trustee and (ii) cause any
Eligible Investment represented by an uncertificated security to be registered
in the name of the Indenture Trustee. Upon termination of this Indenture, the
Collection Account and any Eligible Investments will be retitled in the name of
the Issuer, and such account shall continue to exist for the benefit of the
Certificateholders and Residual Interest Holders until the Issuer is dissolved.

      SECTION 8.03 COLLECTIONS.

      The Indenture Trustee shall review the Servicer's Certificate prepared by
the Servicer immediately upon receipt thereof pursuant to Section 8.12 of the
Trust Agreement for purposes of making the distributions under Section 8.05
hereof.

      SECTION 8.04 PURCHASE AMOUNTS. Pursuant to the Trust Agreement, the
Servicer and the Transferor have agreed to remit to the Collection Account not
later than the Determination Date, the aggregate Purchase Amount for such
Collection Period pursuant to Sections 7.02 and 8.10 of the Trust Agreement.

                                       56

<PAGE>

      SECTION 8.05 DISTRIBUTIONS TO PARTIES.

            (a) On each Payment Date (unless the Notes shall have been declared
to be due and payable under Section 5.02 hereof following a payment default),
the Indenture Trustee, solely in reliance on the Servicer's Certificate, shall
apply or cause to be applied the Available Funds in the Collection Account for
the prior Collection Period, (plus any amounts withdrawn from the Reserve
Account pursuant to Section 9.02 hereof for application in accordance with the
terms hereof), to make the following payments in the listed order of priority:

                  (i) the monthly Indenture Trustee Fee (which Indenture Trustee
      Fee shall not exceed $25,000 in the aggregate per annum) including any
      overdue monthly Indenture Trustee Fee, to the Indenture Trustee, as well
      as reasonable expense reimbursements and indemnities owed to the Indenture
      Trustee and the Collateral Agent (subject to the foregoing limitation);

                  (ii) without duplication, an amount equal to the sum of (y)
      Outstanding Advances on all Receivables that became Charged-off
      Receivables during the prior Collection Period plus (z) Outstanding
      Advances which the Servicer determines to be unrecoverable pursuant to
      Section 9.07(b) of the Trust Agreement, to the Servicer;

                  (iii) the monthly Servicing Fee, including any overdue monthly
      Servicing Fee, to the Servicer, to the extent not previously distributed
      to the Servicer, the monthly Back-up Servicing Fee, (which Back-up
      Servicing Fee shall not exceed $10,000 on any one Payment Date) including
      any overdue monthly Back-up Servicing Fee to the Back-up Servicer to the
      extent not previously distributed to the Back-up Servicer, the monthly
      Owner Trustee Fee (which Owner Trustee Fee shall not exceed $10,000 in the
      aggregate per annum), including any overdue monthly Owner Trustee Fee, to
      the Owner Trustee, as well as expense reimbursements and indemnities owed
      to the Servicer, Back-up Servicer and Owner Trustee (subject to the
      foregoing limitations), and, to any successor Servicer, Transition Costs
      (which Transition Costs shall not exceed $150,000 in the aggregate without
      prior written notice to the Rating Agencies), and, to the extent Available
      Funds are insufficient on any Payment Date to make all such payments, such
      Available Funds shall be distributed pro rata with respect to the
      foregoing payments;

                  (iv) Class A Monthly Interest (including any past due amounts
      and interest thereon to the extent permitted by law) ratably to the Class
      A Noteholders at each class' respective interest rate;

                  (v) Class B Monthly Interest (including any past due amounts
      and interest thereon at the Class B Interest Rate to the extent permitted
      by law) to the Class B Noteholders;

                  (vi) Class C Monthly Interest (including any past due amounts
      and interest thereon at the Class C Interest Rate to the extent permitted
      by law) to the Class C Monthly Noteholders;

                                       57
<PAGE>

                  (vii) Class D Monthly Interest (including any past due amounts
      and interest thereon at the Class D Interest Rate to the extent permitted
      by law) to the Class D Noteholders;

                  (viii) the Noteholders Principal Distribution Amount, to the
      Noteholders in accordance with the Principal Payment Sequence;

                  (ix) to the Reserve Account, any remaining Available Funds up
      to the Specified Reserve Account Balance;

                  (x) the Certificateholders' Principal Distribution Amount, to
      the Certificateholder;

                  (xi) to the Certificateholders, Certificate Monthly Interest
      (including any past due amounts and interest thereon at the Certificate
      Pass-Through Rate to the extent permitted by law) plus, beginning on the
      Payment Date occurring in June 2014, the Certificate Principal Balance
      until the Certificate Principal Balance has been reduced to zero;

                  (xii) the Servicing Fee, Back-up Servicer Fee, Indenture
      Trustee Fee, and Owner Trustee Fee, as well as expense reimbursements and
      indemnities owed to the Servicer, Back-up Servicer, Indenture Trustee and
      Owner Trustee and Transition Costs incurred by any successor Servicer (to
      the extent not paid pursuant to (i) or (iii) above), to the Servicer,
      Back-up Servicer, Indenture Trustee, Owner Trustee and any successor
      Servicer, respectively; and

                  (xiii) as the Owner Trustee or as the Owner Trustee shall
      otherwise direct in accordance with the Trust Agreement, for payment to
      the Residual Interest Holder.

            (b) [RESERVED]

            (c) On each Payment Date, if the Servicer has reported to the
Indenture Trustee in the Servicer's Certificate for any Collection Period that
an Obligor or an Obligor's representative or successor successfully shall have
asserted a claim or defense under bankruptcy law or similar laws for the
protection of creditors generally (including the avoidance of a preferential
transfer under bankruptcy law) that results in a liability to such Obligor for
monies previously collected and remitted to the Indenture Trustee and not
otherwise netted against collections pursuant to this Section 8.05, the
Indenture Trustee shall make all payments in respect of such claims or defenses
out of the amounts on deposit in the Collection Account with respect to such
Collection Period before making the distributions required by paragraph (a) of
this Section 8.05.

            (d) If the Servicer has failed to provide the Indenture Trustee with
Servicer's Certificate contemplated pursuant to Section 9.02(b) hereof, the
Indenture Trustee may (but shall have no obligation to) calculate Monthly
Interest and Monthly Principal and apply funds, if any, in the Collection
Account as of the last day of the Collection Period, to make a distribution of
Monthly Interest and Monthly Principal to the Noteholders.

                                       58

<PAGE>

            (e) In making such payments under this Section 8.05, the Indenture
Trustee shall be entitled to solely rely (without investigation, confirmation or
recalculation) upon all information and calculations contained in the Servicer's
Certificate delivered to the Indenture Trustee pursuant to Section 8.12 of the
Trust Agreement.

            (f) All monthly payments shall be made by wire transfer of
immediately available funds (or check, to the extent permitted by Section
2.06(a)) to the Noteholder or Certificateholder of record on the preceding
Record Date. Notwithstanding the foregoing, the final payment on the Notes and
Certificates shall be made only, with respect to the Notes, against presentation
and surrender of the Notes at the office or agency then maintained by the
Indenture Trustee in accordance with Section 3.02 hereof and with respect to the
Certificates, in accordance with Article XVI of the Trust Agreement.

            (g) If an Event of Default occurs and the Notes have been
accelerated, the Indenture Trustee may exercise any of the remedies specified in
Section 5.04(a) hereof. Payments after any such acceleration of any Notes
following an Event of Default set forth in clauses (i) or (ii) in Section
5.01(a) hereof, including any amounts withdrawn from the Reserve Account by the
Indenture Trustee, shall be applied by the Indenture Trustee:

                  (i) to pay any unpaid monthly Indenture Trustee Fee and
      expense reimbursements and indemnities owed to the Indenture Trustee and
      the Collateral Agent;

                  (ii) without duplication, an amount equal to the sum of (y)
      Outstanding Advances on all Receivables that became Charged-off
      Receivables during the prior Collection Period plus (z) Outstanding
      Advances which the Servicer determines to be unrecoverable pursuant to
      Section 9.07(b) of the Trust Agreement, to the Servicer;

                  (iii) the monthly Servicing Fee, including any overdue monthly
      Servicing Fee, to the Servicer, to the extent not previously distributed
      to the Servicer, the monthly Back-up Servicing Fee, (which Back-up
      Servicing Fee shall not exceed $10,000 on any one Payment Date) including
      any overdue monthly Back-up Servicing Fee to the Back-up Servicer to the
      extent not previously distributed to the Back-up Servicer, the monthly
      Owner Trustee Fee (which Owner Trustee Fee shall not exceed $10,000 in the
      aggregate per annum), including any overdue monthly Owner Trustee Fee, to
      the Owner Trustee, as well as expense reimbursements and indemnities owed
      to the Servicer, Back-up Servicer and Owner Trustee (subject to the
      foregoing limitations), and, to any successor Servicer, Transition Costs
      (which Transition Costs shall not exceed $150,000 in the aggregate without
      the prior written notice to the Rating Agencies), and, to the extent
      Available Funds are insufficient on any Payment Date to make all such
      payments, such Available Funds shall be distributed pro rata with respect
      to the foregoing payments;

                  (iv) to the Class A Noteholders, accrued interest (including
      any past due amounts) on each class of Class A Notes on a pro rata basis
      based on the interest accrued (including interest accrued on past due
      interest at each class' respective interest rate, to the extent permitted
      by law) on each class of Class A Notes;

                                       59

<PAGE>

                  (v) to the Class A-1 Noteholders until the Class A-1 Note
      Balance has been reduced to zero;

                  (vi) to the Class A-2 Noteholders, the Class A-3 Noteholders
      and the Class A-4 Noteholders, pro rata, until the Class A-2 Note Balance,
      the Class A-3 Note Balance and the Class A-4 Note Balance has been reduced
      to zero;

                  (vii) to the Class B Noteholders, to pay accrued interest
      (including any past due amounts and interest thereon at the Class B
      Interest Rate to the extent permitted by law) and then principal on the
      Class B Notes, until the Class B Note Balance has been reduced to zero;

                  (viii) to the Class C Noteholders, to pay accrued interest
      (including any past due amounts and interest thereon at the Class C
      Interest Rate to the extent permitted by law) and then principal on the
      Class C Notes, until the Class C Note Balance has been reduced to zero;

                  (ix) to the Class D Noteholders, to pay accrued interest
      (including any past due amounts and interest thereon at the Class D
      Interest Rate to the extent permitted by law) and then principal on the
      Class D Notes, until the Class D Note Balance has been reduced to zero;

                  (x) to the Certificateholder, to pay principal on the
      Certificates until the Certificate Principal Balance is reduced to zero;

                  (xi) to the Certificateholder, to pay accrued interest
      (including any past due amounts and interest thereon at the Certificate
      Pass-Through Rate to the extent permitted by law) on the Certificates;

                  (xii) the Servicing Fee, Back-up Servicer Fee, Indenture
      Trustee Fee, and Owner Trustee Fee, as well as expense reimbursements and
      indemnities owed to the Servicer, Back-up Servicer, Indenture Trustee and
      Owner Trustee and Transition Costs incurred by any successor Servicer (to
      the extent not paid pursuant to (i) or (iii) above), to the Servicer,
      Back-up Servicer, Indenture Trustee, Owner Trustee and any successor
      Servicer, respectively; and

                  (xiii) to the Owner Trustee or as the Owner Trustee shall
      otherwise direct in accordance with the Trust Agreement, for payment to
      the Residual Interest Holder.

      SECTION 8.06 SERVICER ADVANCES. The Servicer is required to make certain
Advances pursuant to Section 9.07 of the Trust Agreement. If the Servicer shall
determine that an Outstanding Advance with respect to any Receivable shall not
be recoverable, the Servicer shall be entitled to reimbursement from any
collections made on other Receivables pursuant to Section 8.05(a)(ii) hereof and
Outstanding Advances with respect to such Receivable shall be reduced
accordingly.

      SECTION 8.07 [RESERVED].

                                       60

<PAGE>

      SECTION 8.08 [RESERVED].

      SECTION 8.09 RELEASE OF PLEDGED ASSETS.

            (a) Subject to the payment of its reasonable fees and expenses
pursuant to Section 6.07 hereof, the Indenture Trustee may, and when required by
the provisions of this Indenture shall, execute instruments to release property
from the Lien of this Indenture, or convey the Indenture Trustee's interest in
the same, in a manner and under circumstances that are not inconsistent with the
provisions of this Indenture. No party relying upon an instrument executed by
the Indenture Trustee as provided in this Article shall be bound to ascertain
the Indenture Trustee's authority, inquire into the satisfaction of any
conditions precedent or see to the application of any monies.

            (b) The Indenture Trustee shall, at such time as there are no Notes
Outstanding and all sums due the Indenture Trustee pursuant to Section 6.07
hereof have been paid, release any remaining portion of the Pledged Assets that
secured the Notes from the Lien of this Indenture and release to the Issuer or
any other Person entitled thereto any funds then on deposit in the Trust
Accounts. The Indenture Trustee shall release property from the Lien of this
Indenture pursuant to this Section 8.09(b) only upon receipt of an Issuer
Request accompanied by an Officer's Certificate, an Opinion of Counsel and (if
required by the Trust Indenture Act) Independent Certificates in accordance with
Trust Indenture Act Sections 314(c)(1) and 314(d)(1) meeting the applicable
requirements of Section 12.01 hereof.

      SECTION 8.10 OPINION OF COUNSEL. The Indenture Trustee shall receive at
least seven days' notice when requested by the Issuer to take any action
pursuant to Section 8.09(a) hereof, accompanied by copies of any instruments
involved, and the Indenture Trustee shall also require, as a condition to such
action, an Opinion of Counsel, in form and substance satisfactory to the
Indenture Trustee (and not at the expense of the Indenture Trustee), stating the
legal effect of any such action, outlining the steps required to complete the
same, and concluding that all conditions precedent to the taking of such action
have been complied with and such action will not materially and adversely impair
the security for the Notes or the rights of the Noteholders in contravention of
the provisions of this Indenture; provided, however, that such Opinion of
Counsel shall not be required to express an opinion as to the fair value of the
Pledged Assets. Counsel rendering any such opinion may rely, without independent
investigation, on the accuracy and validity of any certificate or other
instrument delivered to the Indenture Trustee in connection with any such
action.

                                   ARTICLE IX

                               CREDIT ENHANCEMENT

      SECTION 9.01 SUBORDINATION. The rights of the Certificateholders and the
Residual Interest Holders shall be subordinated to the rights of the
Noteholders.

      SECTION 9.02 RESERVE ACCOUNT.

            (a) On or prior to the Closing Date, the Indenture Trustee shall
establish and maintain a segregated trust account with the Indenture Trustee or
in the corporate trust

                                       61

<PAGE>

department of another Eligible Bank referred to herein as the "Reserve Account",
and the Servicer will deposit the Reserve Account Initial Deposit in the Reserve
Account pursuant to the terms of the Trust Agreement. The Reserve Account shall
be maintained in the name of the Indenture Trustee.

            (b) If on any Payment Date, as set forth in the Servicer's
Certificate, the amount of Available Funds is insufficient to make the
distributions required by Sections 8.05(a)(i) through (viii) hereof, the
Indenture Trustee shall withdraw from the Reserve Account, for deposit in the
Collection Account, the amount of such deficiency, up to the amount on deposit
in the Reserve Account. If on any Payment Date distributions are to be made
pursuant to Section 8.05(g) hereof, the Indenture Trustee shall withdraw from
the Reserve Account, for deposit in the Collection Account, the entire amount on
deposit in the Reserve Account.

            (c) On each Payment Date, all distributions made pursuant to
Sections 8.05(a)(ix) hereof shall be deposited into the Reserve Account.

            (d) If the amount on deposit in the Reserve Account, after giving
effect to the distributions set forth in Section 8.05 hereof is greater than the
Specified Reserve Account Balance on such Payment Date, the amount of such
excess shall be distributed by the Indenture Trustee first to the
Certificateholder to pay any Certificate Monthly Interest (including any overdue
amounts and interest thereon to the extent permitted by law) and then second to
pay any outstanding amounts payable pursuant to clause (xii) of Section 8.05(a)
or (g), as applicable, and then third or to the Owner Trustee, or as the Owner
Trustee shall direct in writing in accordance with the Trust Agreement, to the
Residual Interest Holder. Amounts properly distributed to the Certificateholder,
the Owner Trustee or the Residual Interest Holder pursuant to this Section
9.02(d), either directly without deposit in the Reserve Account or from excess
amounts in the Reserve Account, shall be deemed released from the security
interest of the Indenture Trustee on behalf of the Secured Parties.

            (e) Upon discharge and satisfaction of this Indenture pursuant to
Section 4.01 hereof, amounts remaining in the Reserve Account, after payment of
any amounts due and owing to the Noteholders, shall be distributed by the
Indenture Trustee first to the Certificateholder until any amounts due or owing
thereto by the Issuer have been paid and then second to the Owner Trustee, or as
the Owner Trustee shall direct in writing in accordance with the Trust
Agreement, to the Residual Interest Holder and such amounts shall not be subject
to any claims or rights of any Noteholder.

            (f) The amounts in the Reserve Account shall be invested upon
receipt of written direction from the Servicer (provided that, if the Back-up
Servicer is then acting as Servicer, such direction shall be made by the
Transferor) in Eligible Investments that mature not later than the Business Day
prior to the next succeeding Payment Date and such Eligible Investments shall be
held to maturity (unless specific written confirmation of a later maturity
and/or hold period is obtained from each Rating Agency). The Indenture Trustee
(or its custodian) shall (i) maintain possession of any negotiable instruments
or securities evidencing Eligible Investments until the time of sale or maturity
and each certificated security or negotiable instrument evidencing an Eligible
Investment shall be endorsed in blank or to the Indenture

                                       62

<PAGE>

Trustee or registered in the name of the Indenture Trustee and (ii) cause any
Eligible Investment represented by an uncertificated security to be registered
in the name of the Indenture Trustee.

            (g) Provided that investments are made in compliance with the terms
of this Indenture and the other Basic Documents, the Indenture Trustee shall not
be liable for investments losses, including without limitation, losses incurred
as a result of the liquidation at any investment prior to its stated maturity.

                                   ARTICLE X

                             SUPPLEMENTAL INDENTURES

      SECTION 10.01 SUPPLEMENTAL INDENTURES WITHOUT CONSENT OF NOTEHOLDERS.

            (a) Without the consent of the Holders of any Notes but with prior
notice to each Rating Agency, the Issuer and the Indenture Trustee, when
authorized by an Issuer Order, and the other parties hereto at any time and from
time to time, may enter into one or more indentures supplemental hereto (which
shall conform to the provisions of the Trust Indenture Act as in force at the
date of the execution thereof), in form satisfactory to the Indenture Trustee,
for any of the following purposes:

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

                  (ii) to evidence the succession, in compliance with the
      applicable provisions hereof, of another Person to the Issuer, and the
      assumption by any such successor of the covenants of the Issuer herein and
      in the Notes contained;

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

                  (iv) to convey, transfer, assign, mortgage or pledge any
      property to or with the Indenture Trustee;

                  (v) to cure any ambiguity, to correct or supplement any
      provision herein or in any supplemental indenture which may be
      inconsistent with any other provision herein or in any supplemental
      indenture or the Basic Documents or to make any other provisions with
      respect to matters or questions arising under this Indenture or in any
      supplemental indenture; provided that such action shall not materially and
      adversely affect the interests of the Noteholders;

                  (vi) to evidence and provide for the acceptance of the
      appointment hereunder by successor trustee with respect to the Notes and
      to add to or change any of

                                       63

<PAGE>

      the provisions of this Indenture as shall be necessary to facilitate the
      administration of the trusts hereunder by more than one trustee, pursuant
      to the requirements of Article VI; or

                  (vii) to modify, eliminate or add to the provisions of this
      Indenture to such extent as shall be necessary to effect the qualification
      of this Indenture under the Trust Indenture Act or under any similar
      federal statute hereafter enacted and to add to this Indenture such other
      provisions as may be expressly required by the Trust Indenture Act.

      The Indenture Trustee is hereby authorized to join in the execution of any
such supplemental indenture and to make any further appropriate agreements and
stipulations that may be therein contained.

            (b) The Issuer and the Indenture Trustee, when authorized by an
Issuer Order, may, also without the consent of any of the Noteholders but with
prior notice to each Rating Agency, enter into an indenture or indentures
supplemental hereto for the purpose of adding any provisions to, or changing in
any manner or eliminating any of the provisions of, this Indenture or of
modifying in any manner the rights of the Noteholders under this Indenture;
provided, however, that such action shall not, as evidenced by an Opinion of
Counsel, materially or adversely affect the interests of any Noteholder.

      SECTION 10.02 SUPPLEMENTAL INDENTURES WITH CONSENT OF NOTEHOLDERS.

            (a) The Issuer and the Indenture Trustee, when authorized by an
Issuer Order, also may, with prior notice to each Rating Agency, and with the
consent of the Majority Noteholders, by Act of such Holders delivered to the
Issuer and the Indenture Trustee, enter into an indenture or indentures
supplemental hereto for the purpose of adding any provisions to, or changing in
any manner or eliminating any of the provisions of, this Indenture or of
modifying in any manner the rights of the Noteholders under this Indenture;
provided, however, that no such supplemental indenture shall, without the
consent of the Holder of each Outstanding Note affected thereby:

                  (i) change the date of payment of any installment of principal
      of or interest on any Note, or reduce the principal amount thereof, the
      interest rate thereon or the Redemption Price with respect thereto, change
      the provision of this Indenture relating to the application of collections
      on, or proceeds of the sale of the pledged assets to payment of principal
      of or interest on the Notes or change any place of payment where, or the
      coin or currency in which, any Note or the interest thereon is payable;

                  (ii) impair the right to institute suit for the enforcement of
      the provisions of this Indenture requiring the application of funds
      available therefor, as provided in Article V, to the payment of any such
      amount due on the Notes on or after the respective due dates thereof (or,
      in the case of redemption, on or after the Redemption Date);

                  (iii) reduce the percentage of the Note Balances, the consent
      of the Holders of which is required for any such supplemental indenture,
      or the consent of the Holders of which is required for any waiver of
      compliance with certain provisions of this

                                       64

<PAGE>

      Indenture or certain defaults hereunder and their consequences provided
      for in this Indenture;

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

                  (v) reduce the percentage of the Note Balances, the consent of
      the Holders of which is required to direct the Indenture Trustee to sell
      or liquidate the Pledged Assets pursuant to Section 5.04 hereof;

                  (vi) decrease the percentage of the Note Balances required to
      amend this Indenture or the other Basic Documents;

                  (vii) permit the creation of any Lien ranking prior to or on a
      parity with the Lien created by this Indenture with respect to any part of
      the Pledged Assets or, except as otherwise permitted or contemplated
      herein, terminate the Lien created by this Indenture on any property at
      any time subject hereto or deprive the Holder of any Note of the security
      provided by the Lien created by this Indenture.

            (b) The Indenture Trustee may in its discretion determine whether or
not any Notes would be affected by any supplemental indenture and any such
determination shall be conclusive upon the Holders of all Notes, whether
theretofore or thereafter authenticated and delivered hereunder. The Indenture
Trustee shall not be liable for any such determination made in good faith.

            (c) It shall not be necessary for any Noteholders under this Section
10.02 to approve the particular form of any proposed supplemental indenture, but
it shall be sufficient if such Noteholders shall approve the substance thereof.

            (d) Promptly after the execution by the parties hereto of any
supplemental indenture pursuant to this Section 10.02, the Indenture Trustee
shall mail to the Noteholders to which such amendment or supplemental indenture
relates a notice setting forth in general terms the substance of such
supplemental indenture. Any failure of the Indenture Trustee to mail such
notice, or any defect therein, shall not, however, in any way impair or affect
the validity of any such supplemental indenture.

      SECTION 10.03 EXECUTION OF SUPPLEMENTAL INDENTURES.

            In executing, or permitting the additional trusts created by, any
supplemental indenture permitted by this Article X or the modifications thereby
of the trusts created by this Indenture, the Indenture Trustee shall be entitled
to receive, and subject to Sections 6.01 and 6.02 hereof shall be fully
protected in relying upon, an Opinion of Counsel and an Officers' Certificate
stating that the execution of such supplemental indenture is authorized or
permitted by this Indenture and that such supplemented indenture will not have
any material adverse tax consequences to the Trust, any Noteholder,
Certificateholder or Residual Interest Holder. The Indenture Trustee may, but
shall not be obligated to, enter into any such supplemental indenture that
affects the Indenture Trustee's own rights, duties, liabilities or immunities
under this Indenture or otherwise. No supplemental indenture shall affect in any
material respects, the rights, duties, liabilities or

                                       65

<PAGE>

immunities of the Back-up Servicer, including in its capacity as successor
Servicer, without its consent.

      SECTION 10.04 EFFECT OF SUPPLEMENTAL INDENTURE. Upon the execution of any
supplemental indenture pursuant to the provisions hereof, this Indenture shall
be and be deemed to be modified and amended in accordance therewith with respect
to the Notes affected thereby, and the respective rights, limitations of rights,
obligations, duties, liabilities and immunities under this Indenture of the
parties hereto and the Noteholders shall thereafter be determined, exercised and
enforced hereunder subject in all respects to such modifications and amendments,
and all the terms and conditions of any such supplemental indenture shall be and
be deemed to be part of the terms and conditions of this Indenture and the Notes
affected thereby for any and all purposes.

      SECTION 10.05 CONFORMITY WITH TRUST INDENTURE ACT. Every amendment of this
Indenture and every supplemental indenture executed pursuant to this Article X
shall conform to the requirements of the Trust Indenture Act as then in effect
so long as this Indenture shall then be qualified under the Trust Indenture Act.

      SECTION 10.06 REFERENCE IN NOTES TO SUPPLEMENTAL INDENTURES. Notes
authenticated and delivered after the execution of any supplemental indenture
pursuant to this Article X may, and if required by the Indenture Trustee shall,
bear a notation in form approved by the Indenture Trustee as to any matter
provided for in such supplemental indenture. If the Issuer or the Indenture
Trustee shall so determine, new notes so modified as to conform, in the opinion
of the Indenture Trustee and the Issuer, to any such supplemental indenture may
be prepared and executed by the Issuer and authenticated and delivered by the
Indenture Trustee in exchange for Outstanding Notes.

                                   ARTICLE XI

                               REDEMPTION OF NOTES

      SECTION 11.01 REDEMPTION. In the event that the Servicer exercises its
right to require disposition of the corpus of the Trust pursuant to Section
16.02 of the Trust Agreement, the Notes and Certificates are subject to
redemption in whole, but not in part, on the Payment Date on which such
repurchase occurs, for a purchase price equal to the Redemption Price; provided,
however, that the Issuer has available funds sufficient to pay the Redemption
Price. The Servicer or the Issuer shall furnish each Rating Agency notice of
such redemption. If the Notes are to be redeemed pursuant to this Section 11.01,
the Servicer or the Issuer shall furnish notice of such election to the
Indenture Trustee and the Owner Trustee not later than ten (10) days prior to
the Redemption Date and the Issuer shall deposit with the Indenture Trustee in
the Collection Account the Redemption Price of the Notes and the Certificates
will be paid in full to be redeemed whereupon all such Notes shall be due and
payable on the Redemption Date upon the furnishing of a notice complying with
Section 11.02 hereof to each Holder of the Notes and the Certificates.

      SECTION 11.02 FORM OF REDEMPTION NOTICE. Notice of redemption under
Section 11.01 hereof shall be given by the Indenture Trustee by first-class
mail, postage prepaid,

                                       66

<PAGE>

mailed not less than five days prior to the applicable Redemption Date to each
Holder of Notes, as of the close of business on the Record Date preceding the
applicable Redemption Date, at such Holder's address appearing in the Note
Register. In addition, the Administrator shall notify the Rating Agencies upon
the redemption of any Class of Notes, pursuant to Section 2.06(b) hereof.

      All notices of redemption shall state:

                  (i) the Redemption Date;

                  (ii) the Note Redemption Price;

                  (iii) CUSIP numbers; and

                  (iv) the place where such Notes are to be surrendered for
      payment of the Note Redemption Price (which shall be the office or agency
      of the Issuer to be maintained as provided in Section 3.02 hereof).

      Notice of redemption of the Notes shall be given by the Indenture Trustee
in the name and at the expense of the Issuer. Failure to give notice of
redemption, or any defect therein, to any Holder of any Note shall not impair or
affect the validity of the redemption of any other Note.

      SECTION 11.03 NOTES PAYABLE ON REDEMPTION DATE. The Notes to be redeemed
shall, following notice of redemption (if any) as required by Section 11.02
hereof, on the Redemption Date become due and payable at the Note Redemption
Price and (unless the Issuer shall default in the payment of the Redemption
Price) no interest shall accrue on the Redemption Price for any period after the
date to which accrued interest is calculated for purposes of calculating the
Redemption Price.

                                  ARTICLE XII

                                  MISCELLANEOUS

      SECTION 12.01 COMPLIANCE CERTIFICATES AND OPINIONS, ETC.

            (a) Upon any application or request by the Issuer to the Indenture
Trustee to take any action under any provision of this Indenture, the Issuer
shall furnish to the Indenture Trustee (i) an Officer's Certificate stating that
all conditions precedent, if any, provided for in this Indenture relating to the
proposed action have been complied with, (ii) an Opinion of Counsel stating that
in the opinion of such counsel all such conditions precedent, if any, have been
complied with and (iii) (if required by the Trust Indenture Act) an Independent
Certificate from a firm of certified public accountants meeting the applicable
requirements of this Section and Trust Indenture Act Sections 314(c) and 314(d)
(1). Notwithstanding the foregoing, in the case of any such application or
request as to which the furnishing of such documents is specifically required by
any provision of this Indenture, no additional certificate or opinion need be
furnished.

                                       67

<PAGE>

      Every certificate or opinion with respect to compliance with a condition
or covenant provided for in this Indenture shall include:

                  (i) a statement that each signatory of such certificate or
      opinion has read or has caused to be read such covenant or condition and
      the definitions herein relating thereto;

                  (ii) a brief statement as to the nature and scope of the
      examination or investigation upon which the statements or opinions
      contained in such certificate or opinion are based;

                  (iii) a statement that, in the opinion of each such signatory,
      such signatory has made such examination or investigation as is necessary
      to enable such signatory to express an informed opinion as to whether or
      not such covenant or condition has been complied with; and

                  (iv) a statement as to whether, in the opinion of each such
      signatory, such condition or covenant has been complied with.

            (b)   (i) Prior to the deposit of any Pledged Assets or other
      property or securities with the Indenture Trustee that is to be made the
      basis for the release of any property subject to the Lien created by this
      Indenture, the Issuer shall, in addition to any obligation imposed in
      Section 12.01(a) hereof or elsewhere in this Indenture, furnish to the
      Indenture Trustee an Officer's Certificate certifying or stating the
      opinion of the signer thereof as to the fair value (within 90 days of such
      deposit) to the Issuer of the Pledged Assets or other property or
      securities to be so deposited.

                  (ii) Whenever the Issuer is required to furnish to the
      Indenture Trustee an Officer's Certificate certifying or stating the
      opinion of any signer thereof as to the matters described in clause (i)
      above, the Issuer shall also deliver to the Indenture Trustee an
      Independent Certificate as to the named matters, if the fair value to the
      Issuer of the property to be so deposited and of all other such property
      made the basis of any such withdrawal or release since the commencement of
      the then-current fiscal year of the Issuer, as set forth in the Officer's
      Certificates delivered pursuant to clause (i) above and this clause (ii),
      is 10% or more of the Note Balances, but such Officer's Certificate need
      not be furnished with respect to any property so deposited, if the fair
      value thereof to the Issuer as set forth in the related Officer's
      Certificate is less than $25,000 or less than one percent of the Note
      Balances.

                  (iii) Whenever any property or securities are to be released
      from the Lien created by this Indenture, the Issuer shall also furnish to
      the Indenture Trustee an Officer's Certificate certifying or stating the
      opinion of each person signing such certificate as to the fair value
      (within 90 days of such release) of the property or securities proposed to
      be released and stating that in the opinion of such person the proposed
      release will not impair the security created by this Indenture in
      contravention of the provisions hereof.

                                       68

<PAGE>

                  (iv) Whenever the Issuer is required to furnish to the
      Indenture Trustee an Officer's Certificate certifying or stating the
      opinion of any signer thereof as to the matters described in clause (iii)
      above, the Issuer shall also furnish to the Indenture Trustee an
      Independent Certificate as to the same matters if the fair value of the
      property or securities and of all other property or securities released
      from the lien created by this Indenture since the commencement of the then
      current fiscal year, as set forth in the Officer's Certificate required by
      clause (iii) above and this clause (iv), equals 10% or more of the Note
      Balances, but such Officer's Certificate need not be furnished in the case
      of any release of property or securities if the fair value thereof as set
      forth in the related Officer's Certificate is less than $25,000 or less
      than one percent of the then Note Balances.

      SECTION 12.02 FORM OF DOCUMENTS DELIVERED TO INDENTURE TRUSTEE.

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

            (b) Any certificate or opinion of an Authorized Officer of the
Issuer may be based, insofar as it relates to legal matters, upon a certificate
or opinion of, or representations by, counsel, unless such officer knows, or in
the exercise of reasonable care should know, that the certificate or opinion or
representations with respect to the matters upon which his certificate or
opinion is based are erroneous. Any such certificate of an Authorized Officer or
Opinion of Counsel may be based, insofar as it relates to factual matters, upon
a certificate or opinion of, or representations by, an officer or officers of
the Servicer, the Transferor or the Issuer, stating that the information with
respect to such factual matters is in the possession of the Servicer, the
Transferor or the Issuer, unless such officer or counsel knows, or in the
exercise of reasonable care should know, that the certificate or opinion or
representations with respect to such matters are erroneous.

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

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

                                       69

<PAGE>

      SECTION 12.03 ACTS OF NOTEHOLDERS.

            (a) Any request, demand, authorization, direction, notice, consent,
waiver or other action provided by this Indenture to be given or taken by
Noteholders may be embodied in and evidenced by one or more instruments of
substantially similar tenor signed by such Noteholders in person or by agents
duly appointed in writing; and except as herein otherwise expressly provided,
such action shall become effective when such instrument or instruments are
delivered to the Indenture Trustee, and, where it is hereby expressly required,
to the Issuer. Such instrument or instruments (and the action embodied therein
and evidenced thereby) are herein sometimes referred to as the "Act" of the
Noteholders signing such instrument or instruments. Proof of execution of any
such instrument or of a writing appointing any such agent shall be sufficient
for any purpose of this Indenture and (subject to Section 6.01 hereof)
conclusive in favor of the Indenture Trustee and the Issuer, if made in the
manner provided in this Section 12.03 hereof.

            (b) The fact and date of the execution by any Person of any such
instrument or writing may be proved in any reasonable manner that the Indenture
Trustee deems sufficient.

            (c) The ownership of Notes shall be proved by the Note Register and
the record date applicable to any solicitation for an Act of the Noteholders
shall comply with Trust Indenture Act Section 316(c).

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

      SECTION 12.04 NOTICES, ETC., TO INDENTURE TRUSTEE, ISSUER AND RATING
AGENCIES.

            (a) Any request, demand, authorization, direction, notice, consent,
waiver or Act of Noteholders or other documents provided or permitted by this
Indenture shall be in writing and if such request, demand, authorization,
direction, notice, consent, waiver or Act of Noteholders is to be made upon,
given or furnished to or filed with:

                  (i) the Indenture Trustee by any Noteholder or by the Issuer
      shall be sufficient for every purpose hereunder if in writing, personally
      delivered or sent by facsimile or electronic transmission and confirmed or
      mailed by overnight service, to or with the Indenture Trustee at its
      Corporate Trust Office; or

                  (ii) the Issuer by the Indenture Trustee or by any Noteholder
      shall be sufficient for every purpose hereunder if in writing, personally
      delivered or sent by facsimile or electronic transmission and confirmed or
      mailed by overnight service, to the Issuer addressed to: Bay View 2005-3
      Owner Trust in care of Wilmington Trust Company, as Owner Trustee, Plaza
      Building, 1st Floor, 301 West 11th Street, Wilmington, Delaware
      19890-0001, Attention: Corporate Trust Administration or at any other
      address furnished in writing to the Indenture Trustee by the Issuer.

                                       70

<PAGE>

            (b) Notices required to be given to the Rating Agencies by the
Issuer, the Indenture Trustee or the Owner Trustee shall be in writing,
personally delivered or sent by facsimile or electronic transmission and
confirmed or mailed by overnight service (except as otherwise indicated below),
to (i) in the case of Moody's, all notices via electronic delivery to
ServicerReports@moodys.com, except for any information not available in
electronic format then to the following address in accordance with the
instructions set forth above:

                       Moody's Investors Service, Inc.
                       ABS Monitoring Department
                       99 Church Street
                       New York, New York 10007

and (ii) in the case of Standard & Poor's all notices via electronic delivery to
Servicer_reports@sandp.com, except for any information not available in
electronic format then to the following address in accordance with the
instructions set forth above:

                       Standard & Poor's Ratings Services
                       55 Water Street (41st Floor)
                       New York, New York 10041-0003
                       Attention: ABS Surveillance Group

or as to each of the foregoing, at such other address as shall be designated by
written notice to the other parties.

      SECTION 12.05 NOTICES TO NOTEHOLDERS; WAIVER.

            (a) Where this Indenture provides for notice to Noteholders of any
event, such notice shall be sufficiently given (unless otherwise herein
expressly provided) if in writing and mailed, first-class, postage prepaid to
each Noteholder affected by such event, at his address as it appears on the Note
Register, not later than the latest date, and not earlier than the earliest
date, prescribed for the giving of such notice. In any case where notice to
Noteholders is given by mail, neither the failure to mail such notice nor any
defect in any notice so mailed to any particular Noteholder shall affect the
sufficiency of such notice with respect to other Noteholders, and any notice
that is mailed in the manner herein provided shall conclusively be presumed to
have been duly given.

            (b) Where this Indenture provides for notice in any manner, such
notice may be waived in writing by any Person entitled to receive such notice,
either before or after the event, and such waiver shall be the equivalent of
such notice. Waivers of notice by Noteholders shall be filed with the Indenture
Trustee but such filing shall not be a condition precedent to the validity of
any action taken in reliance upon such a waiver.

            (c) In case, by reason of the suspension of regular mail service as
a result of a strike, work stoppage or similar activity, it shall be impractical
to mail notice of any event to Noteholders when such notice is required to be
given pursuant to any provision of this Indenture, then any manner of giving
such notice as shall be satisfactory to the Indenture Trustee shall be deemed to
be a sufficient giving of such notice.

                                       71

<PAGE>

            (d) Where this Indenture provides for notice to the Rating Agencies,
failure to give such notice shall not affect any other rights or obligations
created hereunder, and shall not under any circumstance constitute a Default or
Event of Default.

      SECTION 12.06 ALTERNATE PAYMENT AND NOTICE PROVISIONS. Notwithstanding any
provision of this Indenture or any of the Notes to the contrary, the Issuer may
enter into any agreement with any Holder of a Note providing for a method of
payment, or notice by the Indenture Trustee or any Paying Agent to such Holder,
that is different from the methods provided for in this Indenture for such
payments or notices. The Issuer will furnish to the Indenture Trustee a copy of
each such agreement and the Indenture Trustee will cause payments to be made and
notices to be given in accordance with such agreements.

      SECTION 12.07 CONFLICT WITH TRUST INDENTURE ACT.

            (a) If any provision hereof limits, qualifies or conflicts with
another provision hereof that is required to be included in this indenture by
any of the provisions of the Trust Indenture Act, such required provisions of
the Trust Indenture Act shall control.

            (b) The provisions of the Trust Indenture Act Sections 310 through
317 that impose duties on any Person (including the provisions automatically
deemed included herein unless expressly excluded by this Indenture) are a part
of and govern this Indenture, whether or not physically contained herein.

      SECTION 12.08 EFFECT OF HEADINGS AND TABLE OF CONTENTS. The Article and
Section headings herein and the Table of Contents are for convenience only and
shall not affect the construction hereof.

      SECTION 12.09 SUCCESSORS AND ASSIGNS. All covenants and agreements in this
Indenture and the Notes by the Issuer shall bind its successors and assigns,
whether so expressed or not. All agreements of the Indenture Trustee in this
Indenture shall bind its successors, co-trustees and agents.

      SECTION 12.10 SEPARABILITY. In case any provision in this Indenture or in
the Notes shall be invalid, illegal or unenforceable, the validity, legality and
enforceability of the remaining provisions shall not in any way be affected or
impaired thereby.

      SECTION 12.11 BENEFITS OF INDENTURE. Nothing in this Indenture or in the
Notes, express or implied, shall give to any Person, other than the parties
hereto and their successors hereunder, and the Noteholders and (only to the
extent provided herein) the Certificateholders and the Residual Interest Holders
and any other party secured hereunder, and any other Person with an ownership
interest in any part of the Pledged Assets, any benefit or any legal or
equitable right, remedy or claim under this Indenture.

      SECTION 12.12 LEGAL HOLIDAYS. In any case where the date on which any
payment is due shall not be a Business Day, then (notwithstanding any other
provision of the Notes or this Indenture) payment need not be made on such date,
but may be made on the next succeeding Business Day with the same force and
effect as if made on the date on which nominally due, and no interest shall
accrue for the period from and after any such nominal date.

                                       72

<PAGE>

      SECTION 12.13 GOVERNING LAW. This Indenture shall be governed by and
construed and interpreted in accordance with the laws of the State of New York,
without regard to the conflict of laws principles thereof, (except with regard
to the UCC) and the obligations, rights, and remedies of the parties under this
Indenture shall be determined in accordance with such laws.

      SECTION 12.14 COUNTERPARTS. This Indenture may be executed in several
counterparts, each of which shall be an original and all of which shall
constitute but one and the same instrument.

      SECTION 12.15 RECORDING OF INDENTURE. If this Indenture is subject to
recording in any appropriate public recording offices, such recording is to be
effected by the Issuer and at its expense accompanied by an Opinion of Counsel
(which may be counsel to the Indenture Trustee or any other counsel reasonably
acceptable to the Indenture Trustee) to the effect that such recording is
necessary either for the protection of the Noteholders or any other Person
secured hereunder or for the enforcement of any right or remedy granted to the
Indenture Trustee under this Indenture.

      SECTION 12.16 TRUST OBLIGATION. No recourse may be taken, directly or
indirectly, with respect to the obligations of the Issuer, the Owner Trustee or
the Indenture Trustee on the Notes or under this Indenture or any certificate or
other writing delivered in connection herewith or therewith, against (i) the
Indenture Trustee or the Owner Trustee in its individual capacity, (ii) any
owner of a beneficial interest in the Issuer or (iii) any partner, owner,
beneficiary, agent, officer, director, employee or agent of the Indenture
Trustee or the Owner Trustee in its individual capacity, any holder of a
beneficial interest in the Issuer or of any successor or assign of the Indenture
Trustee or the Owner Trustee in its individual capacity, except as any such
Person may have expressly agreed (it being understood that the Indenture Trustee
and the Owner Trustee have no such obligations in their individual capacity) and
except that any such partner, owner or beneficiary shall be fully liable, to the
extent provided by applicable law, for any unpaid consideration for stock,
unpaid capital contribution or failure to pay any installment or call owing to
such entity. For all purposes of this Indenture, in the performance of any
duties or obligations of the Issuer hereunder, the Owner Trustee shall be
subject to, and entitled to the benefits of, the terms and provisions of
Articles VI, VII and VIII of the Trust Agreement.

      SECTION 12.17 NO PETITION. The parties hereto, by entering into this
Indenture, and each Noteholder, by accepting a Note or a beneficial interest in
a Note, hereby covenant and agree that they will not at any time institute
against the Transferor or the Issuer, or join in any institution against the
Transferor or the Issuer of, any bankruptcy, reorganization, arrangement,
insolvency or liquidation proceedings, or other proceedings under any United
States Federal or State bankruptcy or similar law in connection with any
obligations relating to the Notes, this Indenture or any of the other Basic
Documents. Without limiting the generality of the foregoing, no such party shall
cooperate with or encourage any other Person to take any of the actions that it
would be prohibited from taking itself pursuant to this Section 12.17.

      SECTION 12.18 INSPECTION. The Issuer agrees that, on reasonable prior
notice, it will permit any representative of the Indenture Trustee, during the
Issuer's normal business

                                       73

<PAGE>

hours, to examine all the books of account, records, reports and other papers of
the Issuer, to make copies and extracts therefrom, to cause such books to be
audited by independent certified public accountants, and to discuss the Issuer's
affairs, finances and accounts with the Issuer's officers, employees and
independent certified public accountants, all at such reasonable times and as
often as may be reasonably requested. The Indenture Trustee shall and shall
cause their respective representatives to hold in confidence all such
information except to the extent disclosure may be required by law (and all
reasonable applications for confidential treatment are unavailing) and except to
the extent that the Indenture Trustee may reasonably determine that such
disclosure is consistent with its obligations hereunder.

      SECTION 12.19 LIMITATION OF LIABILITY OF OWNER TRUSTEE. Notwithstanding
anything contained herein to the contrary, this instrument has been
countersigned by the Owner Trustee not in its individual capacity but solely in
its capacity as Owner Trustee of the Issuer and in no event shall the Owner
Trustee in its individual capacity or any beneficial owner of the Issuer have
any liability for the representations, warranties, covenants, agreements or
other obligations of the Issuer hereunder, as to all of which recourse shall be
had solely to the assets of the Issuer. For all purposes of this Indenture, in
the performance of any duties or obligations of the Issuer hereunder, the Owner
Trustee shall be subject to, and entitled to the benefits of, the terms and
provisions of Articles VIII, XIII and XV of the Trust Agreement.

      SECTION 12.20 NO LEGAL TITLE IN HOLDERS. No Holder of a Note shall have
legal title to any part of the Trust Property. No transfer, by operation of law
or otherwise, of any Note or other right, title and interest of any Holder of a
Note in and to the Trust Property or hereunder shall operate to terminate this
Indenture or the trusts hereunder or entitle any successor or transferee of such
Holder to an accounting or to the transfer to it of legal title to any part of
the Trust Property.

      SECTION 12.21 SARBANES-OXLEY CERTIFICATIONS. The certifications required
by the Sarbanes-Oxley Act of 2002 and the rules of the Securities and Exchange
Commission promulgated thereunder to be included in filings with respect to the
Issuer pursuant to the Securities Exchange Act of 1934, as amended, shall be
made by BVAC, so long as BVAC is the Servicer; if BVAC is no longer the
Servicer, such certifications shall be made by the Transferor. If BVAC is no
longer the Servicer, the successor Servicer shall provide to the Transferor all
information as the Transferor may reasonably request in order to fulfill its
obligations to make such certifications.

      SECTION 12.22 NOTES ARE TRUST OBLIGATIONS. Each or the parties hereto
acknowledges, and each Noteholder by its acceptance of its interest in a Note
agrees, that (i) the Notes are (x) obligations of the Trust and not obligations
of Bay View Acceptance Corporation or Bay View Deposit Corporation and (y) do
not constitute a claim against the Transferor should the cash flow from the
Trust Assets be insufficient to repay the Notes in full, (ii) that neither it
nor the Indenture Trustee will have any recourse with respect to any assets of
the Transferor other the Trust Assets (collectively, the "Other Assets"),
whether transferred by or through the Transferor in connection with another
securitization or otherwise and (iii) if, notwithstanding the foregoing, the
holder of any Note (in its capacity as such) were deemed to have an interest in
any asset of the Transferor that comprises any of the Other Assets then such
interest shall be subordinate to the interest of the holders of any notes or
other obligations that were issued in

                                       74

<PAGE>

connection with such Other Asset. This Agreement constitutes a subordination
agreement for purposes of Section 510(a) of the Bankruptcy Code.

      [REMAINDER OF PAGE INTENTIONALLY LEFT BLANK; SIGNATURE PAGES FOLLOW]

                                       75

<PAGE>
      IN WITNESS WHEREOF, the parties hereto have caused this Indenture to be
duly executed and delivered as of the day and year first above written.

                          BAY VIEW 2005-3 OWNER TRUST

                          By:    Wilmington Trust Company
                                 not in its individual capacity but solely on
                                 behalf of the Issuer as Owner Trustee under
                                 the Trust Agreement

                                 By: /s/ Jeffrey J. Rossi
                                     ---------------------------------------
                                 Name: Jeffrey J. Rossi
                                 Title: Senior Financial Services Officer

                          JPMORGAN CHASE BANK, NATIONAL ASSOCIATION
                          not in its individual capacity but solely as Indenture
                          Trustee

                          By:    /s/ Mary Jo Davis
                                 ----------------------------------------------
                          Name:  Mary Jo Davis

                          Title: Vice President

<PAGE>

                                   SCHEDULE A

                          FORM OF DEPOSITORY AGREEMENT

                                     ON FILE
<PAGE>

                                   EXHIBIT A-1

                            [FORM OF CLASS A-l NOTE]

PRINCIPAL IN RESPECT OF THIS CLASS A-l NOTE IS DISTRIBUTABLE AS SET FORTH
HEREIN. ACCORDINGLY, THE UNPAID PRINCIPAL AMOUNT OF THE FRACTIONAL INTEREST
EVIDENCED HEREBY AT ANY TIME MAY BE LESS THAN THE ORIGINAL PRINCIPAL AMOUNT SET
FORTH HEREIN.

      Unless this Note is presented by an authorized representative of The
Depository Trust Company, a New York corporation ("DTC"), to the issuer or its
agent for registration of transfer, exchange or payment, and any Note issued is
registered in the name of Cede & Co. or in such other name as requested by an
authorized representative of DTC (and any payment is made to Cede & Co. or to
such other entity as is requested by an authorized representative of DTC), ANY
TRANSFER, PLEDGE OR OTHER USE HEREOF FOR VALUE OR OTHERWISE BY OR TO ANY PERSON
IS WRONGFUL inasmuch as the registered owner thereof, Cede & Co., has an
interest herein.

PRINCIPAL IN RESPECT OF THIS NOTE IS PAYABLE AS SET FORTH HEREIN.

                           BAY VIEW 2005-3 OWNER TRUST

              4.41475% CLASS A-l AUTOMOBILE RECEIVABLE BACKED NOTE

            Evidencing the indebtedness of the Bay View 2005-3 Owner Trust, a
            Delaware statutory trust, secured by the Pledged Assets, as defined
            below, including a pool of simple interest installment loan and
            security agreements and installment sales contracts secured by new
            and used automobiles, light-duty trucks, sport utility vehicles and
            vans.

            (This Note does not represent an interest in Bay View Deposit
            Corporation nor an interest in or obligation of any of its
            affiliates. Neither this Note nor the underlying Receivables, as
            defined below, are insured or guaranteed by any government agency).

NUMBER                                                               $26,600,000
                                                                 CUSIP 07262NAA5

      Bay View 2005-3 Owner Trust, a Delaware statutory trust, for value
received, hereby promises to pay to the order of [__________] ("the Noteholder")
or its registered assigns, the principal sum of Twenty-Six Million, Six Hundred
Thousand Dollars ($26,600,000), which amount shall be payable in the amounts and
at the times set forth in the Indenture dated as of November 1, 2005 (the
"Indenture"; such term to include any amendment, restatement, supplement or
other modification thereof or thereto); provided, however, that the entire
unpaid amount of this Note shall be due and payable on or before the November
2006 Payment Date.

                                       1
<PAGE>

However, principal with respect to the Notes may be paid earlier or later under
certain limited circumstances under the Indenture. The Issuer will pay interest
on this Note at the Class A-1 Interest Rate. Such interest shall be payable in
the manner and at the times set forth in the Indenture. To the extent not
otherwise defined herein, the capitalized terms used herein have the meanings
assigned to them in the Indenture. This Note is issued under and is subject to
the terms, provisions, and conditions of the Indenture, to which the holder of
this Note by virtue of the acceptance hereof assents and by which such holder is
bound.

      This Note is secured by the Pledged Assets. The Pledged Assets consist of
(i) the Receivables listed on Schedule A to the Trust Agreement, (ii) the
security interests in the Financed Vehicles or in any other property granted by
Obligors pursuant to the Receivables, (iii) any proceeds from claims and other
amounts relating to Insurance Policies and other items financed under the
Receivables or otherwise covering an Obligor or a Financed Vehicle, (iv) any
Liquidation Proceeds, (v) all property (including the right to receive future
Liquidation Proceeds) that secures a Receivable and that has been or may be
acquired pursuant to the liquidation of the Receivable, (vi) the interest of the
Issuer in any proceeds from recourse to Dealers relating to the Receivables,
(vii) all documents contained in the Receivable Files relating to the
Receivables, (viii) all monies paid on the Receivables, and all monies due
thereon after the Cut-off Date, (ix) the rights of the Transferor pursuant to
the Purchase Agreement and the Trust Agreement and the rights of the Issuer
pursuant to the Trust Agreement, including, without limitation, a direct right
to cause BVAC to purchase Receivables from the Transferor upon the occurrence of
a breach of any of the representations and warranties contained in Section 3.02
of the Purchase Agreement or the failure of BVAC to timely comply with its
obligations pursuant to Section 5.06 of the Purchase Agreement and (x) all
proceeds (including, without limitation, "proceeds" as defined in the UCC of the
jurisdiction the law of which governs the perfection of the interest in such
Receivables and such other property so transferred) of any of the foregoing.
Pledged Assets shall also include (a) any and all other right, title and
interest, including any beneficial interest the Issuer may have in the
Collection Account and the Lock-Box Account (to the extent such amounts and
property in the Lock-Box Account relate to the Receivables), (b) the funds
deposited in and financial assets credited to and from time to time on deposit
in such accounts (to the extent such amounts and property in the Lock-Box
Account relate to the Receivables), and all Eligible Investments and other
securities, instruments and other investments purchased from such funds.

      Under the Indenture, the Issuer will pay, on the twenty-fifth calendar day
of each month, or if such day is not a Business Day, on the first Business Day
thereafter (the "Payment Date"), commencing December 27, 2005, to the person in
whose name this Note is registered on the Record Date, the portion of Monthly
Interest and Monthly Principal to which the Noteholder is entitled pursuant to
the Indenture.

      Payments on this Note will be made by the Indenture Trustee by wire
transfer through the facilities of the Depository Trust Company if this note is
held by Cede & Co. and otherwise by check mailed to the Person entitled thereto
without the presentation or surrender of this Note or the making of any notation
hereon. Except as otherwise provided in the Indenture and notwithstanding the
above, the final payment on this Note will be made only upon presentation and
surrender of this Note at the office or agency maintained for that purpose by
the Indenture Trustee.

                                       2
<PAGE>

      Unless the certificate of authentication hereon shall have been executed
by a Responsible Officer of the Indenture Trustee, by manual or facsimile
signature, this Note shall not entitle the holder hereof to any benefit under
the Indenture or be valid for any purpose.

      This Note constitutes an obligation of the Issuer. The Note does not
represent an interest in the Issuer nor an interest in or obligation of any
affiliate of the Issuer, including Bay View Deposit Corporation or Bay View
Acceptance Corporation. The Note is limited in right of payment to certain
collections and recoveries respecting the Receivables, all as more specifically
set forth in the Indenture. In addition to the Class A-1 Notes, the Issuer has
also issued Class A-2 Notes, Class A-3 Notes, Class A-4 Notes, Class B Notes,
Class C Notes and Class D Notes.

      The Indenture permits, with certain exceptions therein provided, the
amendment thereof and the modification of the rights and obligations of the
Issuer and the rights of the Noteholder under the Indenture at any time by the
Issuer and the Indenture Trustee with the consent of the Noteholder. Any such
consent by the holder of this Note shall be conclusive and binding on the
Noteholder.

      This Note is transferable solely in accordance with Section 2.04 of the
Indenture.

      The obligations and responsibilities to the Noteholder created by the
Indenture shall terminate upon the payment to Noteholder of all amounts required
to be paid to it pursuant to the Indenture. The Servicer may at its option cause
the Indenture Trustee to sell the Pledged Assets at a price not to be less than
the price specified in the Indenture, and such sale of the Receivables and other
property may effect early retirement of the Note.

      Although this Note summarizes certain provisions of the Indenture, this
Note does not purport to summarize the Indenture and reference is made to the
Indenture for information with respect to the interests, rights, benefits,
obligations, proceeds and duties evidenced hereby and the rights, duties and
obligations of the Indenture Trustee. In the event of any inconsistency or
conflict between the terms of this Note and the terms of the Indenture, the
terms of the Indenture shall control.

      Unless the certificate of authentication hereon has been executed by the
Indenture Trustee whose name appears below by manual signature, this Note shall
not be entitled to any benefit under the Indenture referred to on the reverse
hereof, or be valid or obligatory for any purpose.

                                       3
<PAGE>

      IN WITNESS WHEREOF, the Issuer has caused this Note to be duly executed.

Dated:  __________

                             BAY VIEW 2005-3 OWNER TRUST

                             By:   Wilmington Trust Company,
                                   not in its individual capacity but solely as
                                   Owner Trustee

                             By:___________________________________________
                             Name:_________________________________________
                             Title:________________________________________

                                       4
<PAGE>

                          CERTIFICATE OF AUTHENTICATION

         This is the Note referred to in the within-mentioned Indenture.

JPMorgan Chase Bank, National Association, solely in its capacity as Indenture
Trustee,

                                  By:___________________________________________
                                  Name:_________________________________________
                                  Title:________________________________________

Dated:  __________, 2005

                                       5
<PAGE>

                                   ASSIGNMENT

Social Security or taxpayer I.D. or other identifying number of assignee:______

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

(name and address of assignee)

the within Note and all rights thereunder, and hereby irrevocably constitutes
and appoints, __________ attorney, to transfer said Note on the books kept for
registration thereof, with full power of substitution in the premises.

Dated: __________

                                  Signature Guaranteed:_________________________

                                        *

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

                                       6
<PAGE>

                                   EXHIBIT A-2

                            [FORM OF CLASS A-2 NOTE]

PRINCIPAL IN RESPECT OF THIS CLASS A-2 NOTE IS DISTRIBUTABLE AS SET FORTH
HEREIN. ACCORDINGLY, THE UNPAID PRINCIPAL AMOUNT OF THE FRACTIONAL INTEREST
EVIDENCED HEREBY AT ANY TIME MAY BE LESS THAN THE ORIGINAL PRINCIPAL AMOUNT SET
FORTH HEREIN.

Unless this Note is presented by an authorized representative of The Depository
Trust Company, a New York corporation ("DTC"), to the issuer or its agent for
registration of transfer, exchange or payment, and any Note issued is registered
in the name of Cede & Co. or in such other name as requested by an authorized
representative of DTC (and any payment is made to Cede & Co. or to such other
entity as is requested by an authorized representative of DTC), ANY TRANSFER,
PLEDGE OR OTHER USE HEREOF FOR VALUE OR OTHERWISE BY OR TO ANY PERSON IS
WRONGFUL inasmuch as the registered owner thereof, Cede & Co., has an interest
herein.

PRINCIPAL IN RESPECT OF THIS NOTE IS PAYABLE AS SET FORTH HEREIN.

                           BAY VIEW 2005-3 OWNER TRUST

                4.86% CLASS A-2 AUTOMOBILE RECEIVABLE BACKED NOTE

            Evidencing the indebtedness of the Bay View 2005-3 Owner Trust, a
            Delaware statutory trust, secured by the Pledged Assets, as defined
            below, including a pool of simple interest installment loan and
            security agreements and installment sales contracts secured by new
            and used automobiles, light-duty trucks, sport utility vehicles and
            vans.

            (This Note does not represent an interest in Bay View Deposit
            Corporation nor an interest in or obligation of any of its
            affiliates. Neither this Note nor the underlying Receivables, as
            defined below, are insured or guaranteed by any government agency).

NUMBER                                                               $73,500,000
                                                                 CUSIP 07262NAB3

      Bay View 2005-3 Owner Trust, a Delaware statutory trust, for value
received, hereby promises to pay to the order of [__________] ("the Noteholder")
or its registered assigns, the principal sum of Seventy-Three Million, Five
Hundred Thousand Dollars ($73,500,000), which amount shall be payable in the
amounts and at the times set forth in the Indenture dated as of November 1, 2005
(the "Indenture"; such term to include any amendment, restatement, supplement or
other modification thereof or thereto); provided, however, that the entire
unpaid amount of this Note shall be due and payable on or before the May 2009
Payment Date.

                                       1
<PAGE>

However, principal with respect to the Notes may be paid earlier or later under
certain limited circumstances under the Indenture. The Issuer will pay interest
on this Note at the Class A-2 Interest Rate. Such interest shall be payable in
the manner and at the times set forth in the Indenture. To the extent not
otherwise defined herein, the capitalized terms used herein have the meanings
assigned to them in the Indenture. This Note is issued under and is subject to
the terms, provisions, and conditions of the Indenture, to which the holder of
this Note by virtue of the acceptance hereof assents and by which such holder is
bound.

      This Note is secured by the Pledged Assets. The Pledged Assets consist of
(i) the Receivables listed on Schedule A to the Trust Agreement, (ii) the
security interests in the Financed Vehicles or in any other property granted by
Obligors pursuant to the Receivables, (iii) any proceeds from claims and other
amounts relating to Insurance Policies and other items financed under the
Receivables or otherwise covering an Obligor or a Financed Vehicle, (iv) any
Liquidation Proceeds, (v) all property (including the right to receive future
Liquidation Proceeds) that secures a Receivable and that has been or may be
acquired pursuant to the liquidation of the Receivable, (vi) the interest of the
Issuer in any proceeds from recourse to Dealers relating to the Receivables,
(vii) all documents contained in the Receivable Files relating to the
Receivables, (viii) all monies paid on the Receivables, and all monies due
thereon after the Cut-off Date, (ix) the rights of the Transferor pursuant to
the Purchase Agreement and the Trust Agreement and the rights of the Issuer
pursuant to the Trust Agreement, including, without limitation, a direct right
to cause BVAC to purchase Receivables from the Transferor upon the occurrence of
a breach of any of the representations and warranties contained in Section 3.02
of the Purchase Agreement or the failure of BVAC to timely comply with its
obligations pursuant to Section 5.06 of the Purchase Agreement and (x) all
proceeds (including, without limitation, "proceeds" as defined in the UCC of the
jurisdiction the law of which governs the perfection of the interest in such
Receivables and such other property so transferred) of any of the foregoing.
Pledged Assets shall also include (a) any and all other right, title and
interest, including any beneficial interest the Issuer may have in the
Collection Account and the Lock-Box Account (to the extent such amounts and
property in the Lock-Box Account relate to the Receivables), (b) the funds
deposited in and financial assets credited to and from time to time on deposit
in such accounts (to the extent such amounts and property in the Lock-Box
Account relate to the Receivables), and all Eligible Investments and other
securities, instruments and other investments purchased from such funds.

      Under the Indenture, the Issuer will pay, on the twenty-fifth calendar day
of each month, or if such day is not a Business Day, on the first Business Day
thereafter (the "Payment Date"), commencing December 27, 2005, to the person in
whose name this Note is registered on the Record Date, the portion of Monthly
Interest and Monthly Principal to which the Noteholder is entitled pursuant to
the Indenture.

      Payments on this Note will be made by the Indenture Trustee by wire
transfer through the facilities of the Depository Trust Company if this note is
held by Cede & Co. and otherwise by check mailed to the Person entitled thereto
without the presentation or surrender of this Note or the making of any notation
hereon. Except as otherwise provided in the Indenture and notwithstanding the
above, the final payment on this Note will be made only upon presentation and
surrender of this Note at the office or agency maintained for that purpose by
the Indenture Trustee.

                                       2
<PAGE>

      Unless the certificate of authentication hereon shall have been executed
by a Responsible Officer of the Indenture Trustee, by manual or facsimile
signature, this Note shall not entitle the holder hereof to any benefit under
the Indenture or be valid for any purpose.

      This Note constitutes an obligation of the Issuer. The Note does not
represent an interest in the Issuer nor an interest in or obligation of any
affiliate of the Issuer, including Bay View Deposit Corporation or Bay View
Acceptance Corporation. The Note is limited in right of payment to certain
collections and recoveries respecting the Receivables, all as more specifically
set forth in the Indenture. In addition to the Class A-2 Notes, the Issuer has
also issued Class A-1 Notes, Class A-3 Notes, Class A-4 Notes, Class B Notes,
Class C Notes and Class D Notes.

      The Indenture permits, with certain exceptions therein provided, the
amendment thereof and the modification of the rights and obligations of the
Issuer and the rights of the Noteholder under the Indenture at any time by the
Issuer and the Indenture Trustee with the consent of the Noteholder. Any such
consent by the holder of this Note shall be conclusive and binding on the
Noteholder.

      This Note is transferable solely in accordance with Section 2.04 of the
Indenture.

      The obligations and responsibilities to the Noteholder created by the
Indenture shall terminate upon the payment to Noteholder of all amounts required
to be paid to it pursuant to the Indenture. The Servicer may at its option cause
the Indenture Trustee to sell the Pledged Assets at a price not to be less than
the price specified in the Indenture, and such sale of the Receivables and other
property may effect early retirement of the Note.

      Although this Note summarizes certain provisions of the Indenture, this
Note does not purport to summarize the Indenture and reference is made to the
Indenture for information with respect to the interests, rights, benefits,
obligations, proceeds and duties evidenced hereby and the rights, duties and
obligations of the Indenture Trustee. In the event of any inconsistency or
conflict between the terms of this Note and the terms of the Indenture, the
terms of the Indenture shall control.

      Unless the certificate of authentication hereon has been executed by the
Indenture Trustee whose name appears below by manual signature, this Note shall
not be entitled to any benefit under the Indenture referred to on the reverse
hereof, or be valid or obligatory for any purpose.

                                       3
<PAGE>

      IN WITNESS WHEREOF, the Issuer has caused this Note to be duly executed.

Dated: __________

                                  BAY VIEW 2005-3 OWNER TRUST

                                  By:   Wilmington Trust Company,
                                        not in its individual capacity but
                                        solely as Owner Trustee

                                  By:___________________________________________
                                  Name:_________________________________________
                                  Title:________________________________________

                                       4
<PAGE>

                          CERTIFICATE OF AUTHENTICATION

         This is the Note referred to in the within-mentioned Indenture.

JPMorgan Chase Bank, National Association, solely in its capacity as Indenture
Trustee,

                                  By:___________________________________________
                                  Name:_________________________________________
                                  Title:________________________________________

Dated: __________

                                       5
<PAGE>

                                   ASSIGNMENT

Social Security or taxpayer I.D. or other identifying number of assignee: ______

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

(name and address of assignee)

the within Note and all rights thereunder, and hereby irrevocably constitutes
and appoints, __________ attorney, to transfer said Note on the books kept for
registration thereof, with full power of substitution in the premises.

Dated: __________

                                  Signature Guaranteed: ________________________

                                        *

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

                                       6
<PAGE>

                                   EXHIBIT A-3

                            [FORM OF CLASS A-3 NOTE]

PRINCIPAL IN RESPECT OF THIS CLASS A-3 NOTE IS DISTRIBUTABLE AS SET FORTH
HEREIN. ACCORDINGLY, THE UNPAID PRINCIPAL AMOUNT OF THE FRACTIONAL INTEREST
EVIDENCED HEREBY AT ANY TIME MAY BE LESS THAN THE ORIGINAL PRINCIPAL AMOUNT SET
FORTH HEREIN.

Unless this Note is presented by an authorized representative of The Depository
Trust Company, a New York corporation ("DTC"), to the issuer or its agent for
registration of transfer, exchange or payment, and any Note issued is registered
in the name of Cede & Co. or in such other name as requested by an authorized
representative of DTC (and any payment is made to Cede & Co. or to such other
entity as is requested by an authorized representative of DTC), ANY TRANSFER,
PLEDGE OR OTHER USE HEREOF FOR VALUE OR OTHERWISE BY OR TO ANY PERSON IS
WRONGFUL inasmuch as the registered owner thereof, Cede & Co., has an interest
herein.

PRINCIPAL IN RESPECT OF THIS NOTE IS PAYABLE AS SET FORTH HEREIN.

                           BAY VIEW 2005-3 OWNER TRUST

                4.91% CLASS A-3 AUTOMOBILE RECEIVABLE BACKED NOTE

            Evidencing the indebtedness of the Bay View 2005-3 Owner Trust, a
            Delaware statutory trust, secured by the Pledged Assets, as defined
            below, including a pool of simple interest installment loan and
            security agreements and installment sales contracts secured by new
            and used automobiles, light-duty trucks, sport utility vehicles and
            vans.

            (This Note does not represent an interest in Bay View Deposit
            Corporation nor an interest in or obligation of any of its
            affiliates. Neither this Note nor the underlying Receivables, as
            defined below, are insured or guaranteed by any government agency).

NUMBER                                                               $53,100,000
                                                                 CUSIP 07262NAC1

      Bay View 2005-3 Owner Trust, a Delaware statutory trust, for value
received, hereby promises to pay to the order of [__________] ("the Noteholder")
or its registered assigns, the principal sum of Fifty-Three Million, One Hundred
Thousand Dollars ($53,100,000), which amount shall be payable in the amounts and
at the times set forth in the Indenture dated as of November 1, 2005 (the
"Indenture"; such term to include any amendment, restatement, supplement or
other modification thereof or thereto); provided, however, that the entire
unpaid amount of this Note shall be due and payable on or before the November
2010 Payment Date.

                                       1
<PAGE>

However, principal with respect to the Notes may be paid earlier or later under
certain limited circumstances under the Indenture. The Issuer will pay interest
on this Note at the Class A-3 Interest Rate. Such interest shall be payable in
the manner and at the times set forth in the Indenture. To the extent not
otherwise defined herein, the capitalized terms used herein have the meanings
assigned to them in the Indenture. This Note is issued under and is subject to
the terms, provisions, and conditions of the Indenture, to which the holder of
this Note by virtue of the acceptance hereof assents and by which such holder is
bound.

      This Note is secured by the Pledged Assets. The Pledged Assets consist of
(i) the Receivables listed on Schedule A to the Trust Agreement, (ii) the
security interests in the Financed Vehicles or in any other property granted by
Obligors pursuant to the Receivables, (iii) any proceeds from claims and other
amounts relating to Insurance Policies and other items financed under the
Receivables or otherwise covering an Obligor or a Financed Vehicle, (iv) any
Liquidation Proceeds, (v) all property (including the right to receive future
Liquidation Proceeds) that secures a Receivable and that has been or may be
acquired pursuant to the liquidation of the Receivable, (vi) the interest of the
Issuer in any proceeds from recourse to Dealers relating to the Receivables,
(vii) all documents contained in the Receivable Files relating to the
Receivables, (viii) all monies paid on the Receivables, and all monies due
thereon after the Cut-off Date, (ix) the rights of the Transferor pursuant to
the Purchase Agreement and the Trust Agreement and the rights of the Issuer
pursuant to the Trust Agreement, including, without limitation, a direct right
to cause BVAC to purchase Receivables from the Transferor upon the occurrence of
a breach of any of the representations and warranties contained in Section 3.02
of the Purchase Agreement or the failure of BVAC to timely comply with its
obligations pursuant to Section 5.06 of the Purchase Agreement and (x) all
proceeds (including, without limitation, "proceeds" as defined in the UCC of the
jurisdiction the law of which governs the perfection of the interest in such
Receivables and such other property so transferred) of any of the foregoing.
Pledged Assets shall also include (a) any and all other right, title and
interest, including any beneficial interest the Issuer may have in the
Collection Account and the Lock-Box Account (to the extent such amounts and
property in the Lock-Box Account relate to the Receivables), (b) the funds
deposited in and financial assets credited to and from time to time on deposit
in such accounts (to the extent such amounts and property in the Lock-Box
Account relate to the Receivables), and all Eligible Investments and other
securities, instruments and other investments purchased from such funds.

      Under the Indenture, the Issuer will pay, on the twenty-fifth calendar day
of each month, or if such day is not a Business Day, on the first Business Day
thereafter (the "Payment Date"), commencing December 27, 2005, to the person in
whose name this Note is registered on the Record Date, the portion of Monthly
Interest and Monthly Principal to which the Noteholder is entitled pursuant to
the Indenture.

      Payments on this Note will be made by the Indenture Trustee by wire
transfer through the facilities of the Depository Trust Company if this note is
held by Cede & Co. and otherwise by check mailed to the Person entitled thereto
without the presentation or surrender of this Note or the making of any notation
hereon. Except as otherwise provided in the Indenture and notwithstanding the
above, the final payment on this Note will be made only upon presentation and
surrender of this Note at the office or agency maintained for that purpose by
the Indenture Trustee.

                                       2
<PAGE>

      Unless the certificate of authentication hereon shall have been executed
by a Responsible Officer of the Indenture Trustee, by manual or facsimile
signature, this Note shall not entitle the holder hereof to any benefit under
the Indenture or be valid for any purpose.

      This Note constitutes an obligation of the Issuer. The Note does not
represent an interest in the Issuer nor an interest in or obligation of any
affiliate of the Issuer, including Bay View Deposit Corporation or Bay View
Acceptance Corporation. The Note is limited in right of payment to certain
collections and recoveries respecting the Receivables, all as more specifically
set forth in the Indenture. In addition to the Class A-3 Notes, the Issuer has
also issued Class A-1 Notes, Class A-2 Notes, Class A-4 Notes, Class B Notes,
Class C Notes and Class D Notes.

      The Indenture permits, with certain exceptions therein provided, the
amendment thereof and the modification of the rights and obligations of the
Issuer and the rights of the Noteholder under the Indenture at any time by the
Issuer and the Indenture Trustee with the consent of the Noteholder. Any such
consent by the holder of this Note shall be conclusive and binding on the
Noteholder.

      This Note is transferable solely in accordance with Section 2.04 of the
Indenture.

      The obligations and responsibilities to the Noteholder created by the
Indenture shall terminate upon the payment to Noteholder of all amounts required
to be paid to it pursuant to the Indenture. The Servicer may at its option cause
the Indenture Trustee to sell the Pledged Assets at a price not to be less than
the price specified in the Indenture, and such sale of the Receivables and other
property may effect early retirement of the Note.

      Although this Note summarizes certain provisions of the Indenture, this
Note does not purport to summarize the Indenture and reference is made to the
Indenture for information with respect to the interests, rights, benefits,
obligations, proceeds and duties evidenced hereby and the rights, duties and
obligations of the Indenture Trustee. In the event of any inconsistency or
conflict between the terms of this Note and the terms of the Indenture, the
terms of the Indenture shall control.

      Unless the certificate of authentication hereon has been executed by the
Indenture Trustee whose name appears below by manual signature, this Note shall
not be entitled to any benefit under the Indenture referred to on the reverse
hereof, or be valid or obligatory for any purpose.

                                       3
<PAGE>

      IN WITNESS WHEREOF, the Issuer has caused this Note to be duly executed.

Dated: __________

                                  BAY VIEW 2005-3 OWNER TRUST

                                  By:  Wilmington Trust Company,
                                       not in its individual capacity but
                                       solely as Owner Trustee

                                  By:___________________________________________
                                  Name:_________________________________________
                                  Title:________________________________________

                                       4
<PAGE>

                          CERTIFICATE OF AUTHENTICATION

      This is the Note referred to in the within-mentioned Indenture.

JPMorgan Chase Bank, National Association, solely in its capacity as Indenture
Trustee,

                                  By:___________________________________________
                                  Name:_________________________________________
                                  Title:________________________________________

Dated: __________

                                       5
<PAGE>

                                   ASSIGNMENT

Social Security or taxpayer I.D. or other identifying number of assignee: _____

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

(name and address of assignee)

the within Note and all rights thereunder, and hereby irrevocably constitutes
and appoints, __________ attorney, to transfer said Note on the books kept for
registration thereof, with full power of substitution in the premises.

Dated: __________

                                  Signature Guaranteed:_________________________

                                        *

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

                                       6
<PAGE>

                                   EXHIBIT A-4

                            [FORM OF CLASS A-4 NOTE]

PRINCIPAL IN RESPECT OF THIS CLASS A-4 NOTE IS DISTRIBUTABLE AS SET FORTH
HEREIN. ACCORDINGLY, THE UNPAID PRINCIPAL AMOUNT OF THE FRACTIONAL INTEREST
EVIDENCED HEREBY AT ANY TIME MAY BE LESS THAN THE ORIGINAL PRINCIPAL AMOUNT SET
FORTH HEREIN.

Unless this Note is presented by an authorized representative of The Depository
Trust Company, a New York corporation ("DTC"), to the issuer or its agent for
registration of transfer, exchange or payment, and any Note issued is registered
in the name of Cede & Co. or in such other name as requested by an authorized
representative of DTC (and any payment is made to Cede & Co. or to such other
entity as is requested by an authorized representative of DTC), ANY TRANSFER,
PLEDGE OR OTHER USE HEREOF FOR VALUE OR OTHERWISE BY OR TO ANY PERSON IS
WRONGFUL inasmuch as the registered owner thereof, Cede & Co., has an interest
herein.

PRINCIPAL IN RESPECT OF THIS NOTE IS PAYABLE AS SET FORTH HEREIN.

                           BAY VIEW 2005-3 OWNER TRUST

                5.01% CLASS A-4 AUTOMOBILE RECEIVABLE BACKED NOTE

            Evidencing the indebtedness of the Bay View 2005-3 Owner Trust, a
            Delaware statutory trust, secured by the Pledged Assets, as defined
            below, including a pool of simple interest installment loan and
            security agreements and installment sales contracts secured by new
            and used automobiles, light-duty trucks, sport utility vehicles and
            vans.

            (This Note does not represent an interest in Bay View Deposit
            Corporation nor an interest in or obligation of any of its
            affiliates. Neither this Note nor the underlying Receivables, as
            defined below, are insured or guaranteed by any government agency).

NUMBER                                                               $38,270,000
                                                                 CUSIP 07262NAD9

      Bay View 2005-3 Owner Trust, a Delaware statutory trust, for value
received, hereby promises to pay to the order of [__________] ("the Noteholder")
or its registered assigns, the principal sum of Thirty-Eight Million, Two
Hundred Seventy Thousand Dollars ($38,270,000), which amount shall be payable in
the amounts and at the times set forth in the Indenture dated as of November 1,
2005 (the "Indenture"; such term to include any amendment, restatement,
supplement or other modification thereof or thereto); provided, however, that
the entire unpaid amount of this Note shall be due and payable on or before the
June 2014 Payment Date.

                                       1
<PAGE>

However, principal with respect to the Notes may be paid earlier or later under
certain limited circumstances under the Indenture. The Issuer will pay interest
on this Note at the Class A-4 Interest Rate. Such interest shall be payable in
the manner and at the times set forth in the Indenture. To the extent not
otherwise defined herein, the capitalized terms used herein have the meanings
assigned to them in the Indenture. This Note is issued under and is subject to
the terms, provisions, and conditions of the Indenture, to which the holder of
this Note by virtue of the acceptance hereof assents and by which such holder is
bound.

      This Note is secured by the Pledged Assets. The Pledged Assets consist of
(i) the Receivables listed on Schedule A to the Trust Agreement, (ii) the
security interests in the Financed Vehicles or in any other property granted by
Obligors pursuant to the Receivables, (iii) any proceeds from claims and other
amounts relating to Insurance Policies and other items financed under the
Receivables or otherwise covering an Obligor or a Financed Vehicle, (iv) any
Liquidation Proceeds, (v) all property (including the right to receive future
Liquidation Proceeds) that secures a Receivable and that has been or may be
acquired pursuant to the liquidation of the Receivable, (vi) the interest of the
Issuer in any proceeds from recourse to Dealers relating to the Receivables,
(vii) all documents contained in the Receivable Files relating to the
Receivables, (viii) all monies paid on the Receivables, and all monies due
thereon after the Cut-off Date, (ix) the rights of the Transferor pursuant to
the Purchase Agreement and the Trust Agreement and the rights of the Issuer
pursuant to the Trust Agreement, including, without limitation, a direct right
to cause BVAC to purchase Receivables from the Transferor upon the occurrence of
a breach of any of the representations and warranties contained in Section 3.02
of the Purchase Agreement or the failure of BVAC to timely comply with its
obligations pursuant to Section 5.06 of the Purchase Agreement and (x) all
proceeds (including, without limitation, "proceeds" as defined in the UCC of the
jurisdiction the law of which governs the perfection of the interest in such
Receivables and such other property so transferred) of any of the foregoing.
Pledged Assets shall also include (a) any and all other right, title and
interest, including any beneficial interest the Issuer may have in the
Collection Account and the Lock-Box Account (to the extent such amounts and
property in the Lock-Box Account relate to the Receivables), (b) the funds
deposited in and financial assets credited to and from time to time on deposit
in such accounts (to the extent such amounts and property in the Lock-Box
Account relate to the Receivables), and all Eligible Investments and other
securities, instruments and other investments purchased from such funds.

      Under the Indenture, the Issuer will pay, on the twenty-fifth calendar day
of each month, or if such day is not a Business Day, on the first Business Day
thereafter (the "Payment Date"), commencing December 27, 2005, to the person in
whose name this Note is registered on the Record Date, the portion of Monthly
Interest and Monthly Principal to which the Noteholder is entitled pursuant to
the Indenture.

      Payments on this Note will be made by the Indenture Trustee by wire
transfer through the facilities of the Depository Trust Company if this note is
held by Cede & Co. and otherwise by check mailed to the Person entitled thereto
without the presentation or surrender of this Note or the making of any notation
hereon. Except as otherwise provided in the Indenture and notwithstanding the
above, the final payment on this Note will be made only upon presentation and
surrender of this Note at the office or agency maintained for that purpose by
the Indenture Trustee.

                                       2
<PAGE>

      Unless the certificate of authentication hereon shall have been executed
by a Responsible Officer of the Indenture Trustee, by manual or facsimile
signature, this Note shall not entitle the holder hereof to any benefit under
the Indenture or be valid for any purpose.

      This Note constitutes an obligation of the Issuer. The Note does not
represent an interest in the Issuer nor an interest in or obligation of any
affiliate of the Issuer, including Bay View Deposit Corporation or Bay View
Acceptance Corporation. The Note is limited in right of payment to certain
collections and recoveries respecting the Receivables, all as more specifically
set forth in the Indenture. In addition to the Class A-4 Notes, the Issuer has
also issued Class A-1 Notes, Class A-2 Notes, Class A-3 Notes, Class B Notes,
Class C Notes and Class D Notes.

      The Indenture permits, with certain exceptions therein provided, the
amendment thereof and the modification of the rights and obligations of the
Issuer and the rights of the Noteholder under the Indenture at any time by the
Issuer and the Indenture Trustee with the consent of the Noteholder. Any such
consent by the holder of this Note shall be conclusive and binding on the
Noteholder.

      This Note is transferable solely in accordance with Section 2.04 of the
Indenture.

      The obligations and responsibilities to the Noteholder created by the
Indenture shall terminate upon the payment to Noteholder of all amounts required
to be paid to it pursuant to the Indenture. The Servicer may at its option cause
the Indenture Trustee to sell the Pledged Assets at a price not to be less than
the price specified in the Indenture, and such sale of the Receivables and other
property may effect early retirement of the Note.

      Although this Note summarizes certain provisions of the Indenture, this
Note does not purport to summarize the Indenture and reference is made to the
Indenture for information with respect to the interests, rights, benefits,
obligations, proceeds and duties evidenced hereby and the rights, duties and
obligations of the Indenture Trustee. In the event of any inconsistency or
conflict between the terms of this Note and the terms of the Indenture, the
terms of the Indenture shall control.

      Unless the certificate of authentication hereon has been executed by the
Indenture Trustee whose name appears below by manual signature, this Note shall
not be entitled to any benefit under the Indenture referred to on the reverse
hereof, or be valid or obligatory for any purpose.

                                       3
<PAGE>

      IN WITNESS WHEREOF, the Issuer has caused this Note to be duly executed.

Dated: __________

                                  BAY VIEW 2005-3 OWNER TRUST

                                  By:  Wilmington Trust Company,
                                       not in its individual capacity but
                                       solely as Owner Trustee

                                  By:___________________________________________
                                  Name__________________________________________
                                  Title:________________________________________

                                       4
<PAGE>

                          CERTIFICATE OF AUTHENTICATION

         This is the Note referred to in the within-mentioned Indenture.

JPMorgan Chase Bank, National Association, solely in its capacity as Indenture
Trustee,

                                  By:___________________________________________
                                  Name:_________________________________________
                                  Title:________________________________________

Dated: __________, 2005

                                       5
<PAGE>

                                   ASSIGNMENT

Social Security or taxpayer I.D. or other identifying number of assignee:
__________

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

(name and address of assignee)

the within Note and all rights thereunder, and hereby irrevocably constitutes
and appoints, __________ attorney, to transfer said Note on the books kept for
registration thereof, with full power of substitution in the premises.

Dated:  __________

                                       Signature Guaranteed: ___________________

                                             *

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

                                       6

<PAGE>

                                   EXHIBIT A-5

                             [FORM OF CLASS B NOTE]

PRINCIPAL IN RESPECT OF THIS CLASS B NOTE IS DISTRIBUTABLE AS SET FORTH HEREIN.
ACCORDINGLY, THE UNPAID PRINCIPAL AMOUNT OF THE FRACTIONAL INTEREST EVIDENCED
HEREBY AT ANY TIME MAY BE LESS THAN THE ORIGINAL PRINCIPAL AMOUNT SET FORTH
HEREIN.

      Unless this Note is presented by an authorized representative of The
Depository Trust Company, a New York corporation ("DTC"), to the issuer or its
agent for registration of transfer, exchange or payment, and any Note issued is
registered in the name of Cede & Co. or in such other name as requested by an
authorized representative of DTC (and any payment is made to Cede & Co. or to
such other entity as is requested by an authorized representative of DTC), ANY
TRANSFER, PLEDGE OR OTHER USE HEREOF FOR VALUE OR OTHERWISE BY OR TO ANY PERSON
IS WRONGFUL inasmuch as the registered owner thereof, Cede & Co., has an
interest herein.

PRINCIPAL IN RESPECT OF THIS NOTE IS PAYABLE AS SET FORTH HEREIN.

                           BAY VIEW 2005-3 OWNER TRUST

            5.16% CLASS B AUTOMOBILE RECEIVABLE BACKED NOTE

            Evidencing the indebtedness of the Bay View 2005-3 Owner Trust, a
            Delaware statutory trust, secured by the Pledged Assets, as defined
            below, including a pool of simple interest installment loan and
            security agreements and installment sales contracts secured by new
            and used automobiles, light-duty trucks, sport utility vehicles and
            vans.

            (This Note does not represent an interest in Bay View Deposit
            Corporation nor an interest in or obligation of any of its
            affiliates. Neither this Note nor the underlying Receivables, as
            defined below, are insured or guaranteed by any government agency).

NUMBER                                                                $8,810,000
                                                                 CUSIP 07262NAE7

      Bay View 2005-3 Owner Trust, a Delaware statutory trust, for value
received, hereby promises to pay to the order of [__________] ("the Noteholder")
or its registered assigns, the principal sum of Eight Million, Eight Hundred Ten
Thousand Dollars ($8,810,000), which amount shall be payable in the amounts and
at the times set forth in the Indenture dated as of November 1, 2005 (the
"Indenture"; such term to include any amendment, restatement, supplement or
other modification thereof or thereto); provided, however, that the entire
unpaid amount of this Note shall be due and payable on or before the June 2014
Payment Date.

                                       1

<PAGE>

However, principal with respect to the Notes may be paid earlier or later under
certain limited circumstances under the Indenture. The Issuer will pay interest
on this Note at the Class B Interest Rate. Such interest shall be payable in the
manner and at the times set forth in the Indenture. To the extent not otherwise
defined herein, the capitalized terms used herein have the meanings assigned to
them in the Indenture. This Note is issued under and is subject to the terms,
provisions, and conditions of the Indenture, to which the holder of this Note by
virtue of the acceptance hereof assents and by which such holder is bound.

      This Note is secured by the Pledged Assets. The Pledged Assets consist of
(i) the Receivables listed on Schedule A to the Trust Agreement, (ii) the
security interests in the Financed Vehicles or in any other property granted by
Obligors pursuant to the Receivables, (iii) any proceeds from claims and other
amounts relating to Insurance Policies and other items financed under the
Receivables or otherwise covering an Obligor or a Financed Vehicle, (iv) any
Liquidation Proceeds, (v) all property (including the right to receive future
Liquidation Proceeds) that secures a Receivable and that has been or may be
acquired pursuant to the liquidation of the Receivable, (vi) the interest of the
Issuer in any proceeds from recourse to Dealers relating to the Receivables,
(vii) all documents contained in the Receivable Files relating to the
Receivables, (viii) all monies paid on the Receivables, and all monies due
thereon after the Cut-off Date, (ix) the rights of the Transferor pursuant to
the Purchase Agreement and the Trust Agreement and the rights of the Issuer
pursuant to the Trust Agreement, including, without limitation, a direct right
to cause BVAC to purchase Receivables from the Transferor upon the occurrence of
a breach of any of the representations and warranties contained in Section 3.02
of the Purchase Agreement or the failure of BVAC to timely comply with its
obligations pursuant to Section 5.06 of the Purchase Agreement and (x) all
proceeds (including, without limitation, "proceeds" as defined in the UCC of the
jurisdiction the law of which governs the perfection of the interest in such
Receivables and such other property so transferred) of any of the foregoing.
Pledged Assets shall also include (a) any and all other right, title and
interest, including any beneficial interest the Issuer may have in the
Collection Account and the Lock-Box Account (to the extent such amounts and
property in the Lock-Box Account relate to the Receivables), (b) the funds
deposited in and financial assets credited to and from time to time on deposit
in such accounts (to the extent such amounts and property in the Lock-Box
Account relate to the Receivables), and all Eligible Investments and other
securities, instruments and other investments purchased from such funds.

      Under the Indenture, the Issuer will pay, on the twenty-fifth calendar day
of each month, or if such day is not a Business Day, on the first Business Day
thereafter (the "Payment Date"), commencing December 27, 2005, to the person in
whose name this Note is registered on the Record Date, the portion of Monthly
Interest and Monthly Principal to which the Noteholder is entitled pursuant to
the Indenture.

      Payments on this Note will be made by the Indenture Trustee by wire
transfer through the facilities of the Depository Trust Company if this note is
held by Cede & Co. and otherwise by check mailed to the Person entitled thereto
without the presentation or surrender of this Note or the making of any notation
hereon. Except as otherwise provided in the Indenture and notwithstanding the
above, the final payment on this Note will be made only upon presentation and
surrender of this Note at the office or agency maintained for that purpose by
the Indenture Trustee.

                                       2

<PAGE>

      Unless the certificate of authentication hereon shall have been executed
by a Responsible Officer of the Indenture Trustee, by manual or facsimile
signature, this Note shall not entitle the holder hereof to any benefit under
the Indenture or be valid for any purpose.

      This Note constitutes an obligation of the Issuer. The Note does not
represent an interest in the Issuer nor an interest in or obligation of any
affiliate of the Issuer, including Bay View Deposit Corporation or Bay View
Acceptance Corporation. The Note is limited in right of payment to certain
collections and recoveries respecting the Receivables, all as more specifically
set forth in the Indenture. In addition to the Class B Notes, the Issuer has
also issued Class A-1 Notes, Class A-2 Notes, Class A-3 Notes, Class A-4 Notes,
Class C Notes and Class D Notes.

      The Indenture permits, with certain exceptions therein provided, the
amendment thereof and the modification of the rights and obligations of the
Issuer and the rights of the Noteholder under the Indenture at any time by the
Issuer and the Indenture Trustee with the consent of the Noteholder. Any such
consent by the holder of this Note shall be conclusive and binding on the
Noteholder.

      This Note is transferable solely in accordance with Section 2.04 of the
Indenture.

      The obligations and responsibilities to the Noteholder created by the
Indenture shall terminate upon the payment to Noteholder of all amounts required
to be paid to it pursuant to the Indenture. The Servicer may at its option cause
the Indenture Trustee to sell the Pledged Assets at a price not to be less than
the price specified in the Indenture, and such sale of the Receivables and other
property may effect early retirement of the Note.

      Although this Note summarizes certain provisions of the Indenture, this
Note does not purport to summarize the Indenture and reference is made to the
Indenture for information with respect to the interests, rights, benefits,
obligations, proceeds and duties evidenced hereby and the rights, duties and
obligations of the Indenture Trustee. In the event of any inconsistency or
conflict between the terms of this Note and the terms of the Indenture, the
terms of the Indenture shall control.

      Unless the certificate of authentication hereon has been executed by the
Indenture Trustee whose name appears below by manual signature, this Note shall
not be entitled to any benefit under the Indenture referred to on the reverse
hereof, or be valid or obligatory for any purpose.

                                       3

<PAGE>

         IN WITNESS WHEREOF, the Issuer has caused this Note to be duly
executed.

Dated:  __________

                                BAY VIEW 2005-3 OWNER TRUST

                                By: Wilmington Trust Company,
                                    not in its individual capacity but solely as
                                    Owner Trustee

                                By: ____________________________________________
                                Name: __________________________________________
                                Title: _________________________________________

                                       4

<PAGE>

                          CERTIFICATE OF AUTHENTICATION

      This is the Note referred to in the within-mentioned Indenture.

JPMorgan Chase Bank, National Association, solely in its capacity as Indenture
Trustee,

                                By: ____________________________________________
                                Name: __________________________________________
                                Title: _________________________________________

Dated:  __________, 2005

                                       5

<PAGE>

                                   ASSIGNMENT

Social Security or taxpayer I.D. or other identifying number of assignee:
__________

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

(name and address of assignee)

the within Note and all rights thereunder, and hereby irrevocably constitutes
and appoints, __________ attorney, to transfer said Note on the books kept for
registration thereof, with full power of substitution in the premises.

Dated:  __________

                                   Signature Guaranteed:  ______________________

                                         *

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

                                       6

<PAGE>

                                   EXHIBIT A-6

                             [FORM OF CLASS C NOTE]

PRINCIPAL IN RESPECT OF THIS CLASS C NOTE IS DISTRIBUTABLE AS SET FORTH HEREIN.
ACCORDINGLY, THE UNPAID PRINCIPAL AMOUNT OF THE FRACTIONAL INTEREST EVIDENCED
HEREBY AT ANY TIME MAY BE LESS THAN THE ORIGINAL PRINCIPAL AMOUNT SET FORTH
HEREIN.

      Unless this Note is presented by an authorized representative of The
Depository Trust Company, a New York corporation ("DTC"), to the issuer or its
agent for registration of transfer, exchange or payment, and any Note issued is
registered in the name of Cede & Co. or in such other name as requested by an
authorized representative of DTC (and any payment is made to Cede & Co. or to
such other entity as is requested by an authorized representative of DTC), ANY
TRANSFER, PLEDGE OR OTHER USE HEREOF FOR VALUE OR OTHERWISE BY OR TO ANY PERSON
IS WRONGFUL inasmuch as the registered owner thereof, Cede & Co., has an
interest herein.

PRINCIPAL IN RESPECT OF THIS NOTE IS PAYABLE AS SET FORTH HEREIN.

                           BAY VIEW 2005-3 OWNER TRUST

            5.31% CLASS C AUTOMOBILE RECEIVABLE BACKED NOTE

            Evidencing the indebtedness of the Bay View 2005-3 Owner Trust, a
            Delaware statutory trust, secured by the Pledged Assets, as defined
            below, including a pool of simple interest installment loan and
            security agreements and installment sales contracts secured by new
            and used automobiles, light-duty trucks, sport utility vehicles and
            vans.

            (This Note does not represent an interest in Bay View Deposit
            Corporation nor an interest in or obligation of any of its
            affiliates. Neither this Note nor the underlying Receivables, as
            defined below, are insured or guaranteed by any government agency).

NUMBER                                                                $7,160,000
                                                                 CUSIP 07262NAF4

      Bay View 2005-3 Owner Trust, a Delaware statutory trust, for value
received, hereby promises to pay to the order of [__________] ("the Noteholder")
or its registered assigns, the principal sum of Seven Million, One Hundred Sixty
Thousand Dollars ($7,160,000), which amount shall be payable in the amounts and
at the times set forth in the Indenture dated as of November 1, 2005 (the
"Indenture"; such term to include any amendment, restatement, supplement or
other modification thereof or thereto); provided, however, that the entire
unpaid amount of this Note shall be due and payable on or before the June 2014
Payment Date. However, principal with respect to the Notes may be paid earlier
or later under certain limited

                                       1

<PAGE>

circumstances under the Indenture. The Issuer will pay interest on this Note at
the Class C Interest Rate. Such interest shall be payable in the manner and at
the times set forth in the Indenture. To the extent not otherwise defined
herein, the capitalized terms used herein have the meanings assigned to them in
the Indenture. This Note is issued under and is subject to the terms,
provisions, and conditions of the Indenture, to which the holder of this Note by
virtue of the acceptance hereof assents and by which such holder is bound.

      This Note is secured by the Pledged Assets. The Pledged Assets consist of
(i) the Receivables listed on Schedule A to the Trust Agreement, (ii) the
security interests in the Financed Vehicles or in any other property granted by
Obligors pursuant to the Receivables, (iii) any proceeds from claims and other
amounts relating to Insurance Policies and other items financed under the
Receivables or otherwise covering an Obligor or a Financed Vehicle, (iv) any
Liquidation Proceeds, (v) all property (including the right to receive future
Liquidation Proceeds) that secures a Receivable and that has been or may be
acquired pursuant to the liquidation of the Receivable, (vi) the interest of the
Issuer in any proceeds from recourse to Dealers relating to the Receivables,
(vii) all documents contained in the Receivable Files relating to the
Receivables, (viii) all monies paid on the Receivables, and all monies due
thereon after the Cut-off Date, (ix) the rights of the Transferor pursuant to
the Purchase Agreement and the Trust Agreement and the rights of the Issuer
pursuant to the Trust Agreement, including, without limitation, a direct right
to cause BVAC to purchase Receivables from the Transferor upon the occurrence of
a breach of any of the representations and warranties contained in Section 3.02
of the Purchase Agreement or the failure of BVAC to timely comply with its
obligations pursuant to Section 5.06 of the Purchase Agreement and (x) all
proceeds (including, without limitation, "proceeds" as defined in the UCC of the
jurisdiction the law of which governs the perfection of the interest in such
Receivables and such other property so transferred) of any of the foregoing.
Pledged Assets shall also include (a) any and all other right, title and
interest, including any beneficial interest the Issuer may have in the
Collection Account and the Lock-Box Account (to the extent such amounts and
property in the Lock-Box Account relate to the Receivables), (b) the funds
deposited in and financial assets credited to and from time to time on deposit
in such accounts (to the extent such amounts and property in the Lock-Box
Account relate to the Receivables), and all Eligible Investments and other
securities, instruments and other investments purchased from such funds.

      Under the Indenture, the Issuer will pay, on the twenty-fifth calendar day
of each month, or if such day is not a Business Day, on the first Business Day
thereafter (the "Payment Date"), commencing December 27, 2005, to the person in
whose name this Note is registered on the Record Date, the portion of Monthly
Interest and Monthly Principal to which the Noteholder is entitled pursuant to
the Indenture.

      Payments on this Note will be made by the Indenture Trustee by wire
transfer through the facilities of the Depository Trust Company if this note is
held by Cede & Co. and otherwise by check mailed to the Person entitled thereto
without the presentation or surrender of this Note or the making of any notation
hereon. Except as otherwise provided in the Indenture and notwithstanding the
above, the final payment on this Note will be made only upon presentation and
surrender of this Note at the office or agency maintained for that purpose by
the Indenture Trustee.

                                       2

<PAGE>

      Unless the certificate of authentication hereon shall have been executed
by a Responsible Officer of the Indenture Trustee, by manual or facsimile
signature, this Note shall not entitle the holder hereof to any benefit under
the Indenture or be valid for any purpose.

      This Note constitutes an obligation of the Issuer. The Note does not
represent an interest in the Issuer nor an interest in or obligation of any
affiliate of the Issuer, including Bay View Deposit Corporation or Bay View
Acceptance Corporation. The Note is limited in right of payment to certain
collections and recoveries respecting the Receivables, all as more specifically
set forth in the Indenture. In addition to the Class C Notes, the Issuer has
also issued Class A-1, Class A-2 Notes, Class A-3 Notes, Class A-4 Notes, Class
B Notes, and Class D Notes.

      The Indenture permits, with certain exceptions therein provided, the
amendment thereof and the modification of the rights and obligations of the
Issuer and the rights of the Noteholder under the Indenture at any time by the
Issuer and the Indenture Trustee with the consent of the Noteholder. Any such
consent by the holder of this Note shall be conclusive and binding on the
Noteholder.

      This Note is transferable solely in accordance with Section 2.04 of the
Indenture.

      The obligations and responsibilities to the Noteholder created by the
Indenture shall terminate upon the payment to Noteholder of all amounts required
to be paid to it pursuant to the Indenture. The Servicer may at its option cause
the Indenture Trustee to sell the Pledged Assets at a price not to be less than
the price specified in the Indenture, and such sale of the Receivables and other
property may effect early retirement of the Note.

      Although this Note summarizes certain provisions of the Indenture, this
Note does not purport to summarize the Indenture and reference is made to the
Indenture for information with respect to the interests, rights, benefits,
obligations, proceeds and duties evidenced hereby and the rights, duties and
obligations of the Indenture Trustee. In the event of any inconsistency or
conflict between the terms of this Note and the terms of the Indenture, the
terms of the Indenture shall control.

      Unless the certificate of authentication hereon has been executed by the
Indenture Trustee whose name appears below by manual signature, this Note shall
not be entitled to any benefit under the Indenture referred to on the reverse
hereof, or be valid or obligatory for any purpose.

                                       3

<PAGE>

      IN WITNESS WHEREOF, the Issuer has caused this Note to be duly executed.

Dated:  __________

                                BAY VIEW 2005-3 OWNER TRUST

                                By: Wilmington Trust Company,
                                    not in its individual capacity but solely as
                                    Owner Trustee

                                By: ____________________________________________
                                Name: __________________________________________
                                Title: _________________________________________

                                       4

<PAGE>

                          CERTIFICATE OF AUTHENTICATION

      This is the Note referred to in the within-mentioned Indenture.

JPMorgan Chase Bank, National Association, solely in its capacity as Indenture
Trustee,

                                By: ____________________________________________
                                Name: __________________________________________
                                Title: _________________________________________

Dated:  __________, 2005

                                       5

<PAGE>

                                   ASSIGNMENT

Social Security or taxpayer I.D. or other identifying number of assignee:
__________

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

(name and address of assignee)

the within Note and all rights thereunder, and hereby irrevocably constitutes
and appoints, __________ attorney, to transfer said Note on the books kept for
registration thereof, with full power of substitution in the premises.

Dated:  __________

                                     Signature Guaranteed: _____________________

                                           *

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

                                        6

<PAGE>

                                   EXHIBIT A-7

                             [FORM OF CLASS D NOTE]

PRINCIPAL IN RESPECT OF THIS CLASS D NOTE IS DISTRIBUTABLE AS SET FORTH HEREIN.
ACCORDINGLY, THE UNPAID PRINCIPAL AMOUNT OF THE FRACTIONAL INTEREST EVIDENCED
HEREBY AT ANY TIME MAY BE LESS THAN THE ORIGINAL PRINCIPAL AMOUNT SET FORTH
HEREIN.

      Unless this Note is presented by an authorized representative of The
Depository Trust Company, a New York corporation ("DTC"), to the issuer or its
agent for registration of transfer, exchange or payment, and any Note issued is
registered in the name of Cede & Co. or in such other name as requested by an
authorized representative of DTC (and any payment is made to Cede & Co. or to
such other entity as is requested by an authorized representative of DTC), ANY
TRANSFER, PLEDGE OR OTHER USE HEREOF FOR VALUE OR OTHERWISE BY OR TO ANY PERSON
IS WRONGFUL inasmuch as the registered owner thereof, Cede & Co., has an
interest herein.

PRINCIPAL IN RESPECT OF THIS NOTE IS PAYABLE AS SET FORTH HEREIN.

                           BAY VIEW 2005-3 OWNER TRUST

            5.65% CLASS D AUTOMOBILE RECEIVABLE BACKED NOTE

            Evidencing the indebtedness of the Bay View 2005-3 Owner Trust, a
            Delaware statutory trust, secured by the Pledged Assets, as defined
            below, including a pool of simple interest installment loan and
            security agreements and installment sales contracts secured by new
            and used automobiles, light-duty trucks, sport utility vehicles and
            vans.

            (This Note does not represent an interest in Bay View Deposit
            Corporation nor an interest in or obligation of any of its
            affiliates. Neither this Note nor the underlying Receivables, as
            defined below, are insured or guaranteed by any government agency).

NUMBER                                                                $7,160,000
                                                                 CUSIP 07262NAG2

      Bay View 2005-3 Owner Trust, a Delaware statutory trust, for value
received, hereby promises to pay to the order of [__________] ("the Noteholder")
or its registered assigns, the principal sum of Seven Million, One Hundred Sixty
Thousand Dollars ($7,160,000), which amount shall be payable in the amounts and
at the times set forth in the Indenture dated as of November 1, 2005 (the
"Indenture"; such term to include any amendment, restatement, supplement or
other modification thereof or thereto); provided, however, that the entire
unpaid amount of this Note shall be due and payable on or before the June 2014
Payment Date.

                                       1

<PAGE>

However, principal with respect to the Notes may be paid earlier or later under
certain limited circumstances under the Indenture. The Issuer will pay interest
on this Note at the Class D Interest Rate. Such interest shall be payable in the
manner and at the times set forth in the Indenture. To the extent not otherwise
defined herein, the capitalized terms used herein have the meanings assigned to
them in the Indenture. This Note is issued under and is subject to the terms,
provisions, and conditions of the Indenture, to which the holder of this Note by
virtue of the acceptance hereof assents and by which such holder is bound.

      This Note is secured by the Pledged Assets. The Pledged Assets consist of
(i) the Receivables listed on Schedule A to the Trust Agreement, (ii) the
security interests in the Financed Vehicles or in any other property granted by
Obligors pursuant to the Receivables, (iii) any proceeds from claims and other
amounts relating to Insurance Policies and other items financed under the
Receivables or otherwise covering an Obligor or a Financed Vehicle, (iv) any
Liquidation Proceeds, (v) all property (including the right to receive future
Liquidation Proceeds) that secures a Receivable and that has been or may be
acquired pursuant to the liquidation of the Receivable, (vi) the interest of the
Issuer in any proceeds from recourse to Dealers relating to the Receivables,
(vii) all documents contained in the Receivable Files relating to the
Receivables, (viii) all monies paid on the Receivables, and all monies due
thereon after the Cut-off Date, (ix) the rights of the Transferor pursuant to
the Purchase Agreement and the Trust Agreement and the rights of the Issuer
pursuant to the Trust Agreement, including, without limitation, a direct right
to cause BVAC to purchase Receivables from the Transferor upon the occurrence of
a breach of any of the representations and warranties contained in Section 3.02
of the Purchase Agreement or the failure of BVAC to timely comply with its
obligations pursuant to Section 5.06 of the Purchase Agreement and (x) all
proceeds (including, without limitation, "proceeds" as defined in the UCC of the
jurisdiction the law of which governs the perfection of the interest in such
Receivables and such other property so transferred) of any of the foregoing.
Pledged Assets shall also include (a) any and all other right, title and
interest, including any beneficial interest the Issuer may have in the
Collection Account and the Lock-Box Account (to the extent such amounts and
property in the Lock-Box Account relate to the Receivables), (b) the funds
deposited in and financial assets credited to and from time to time on deposit
in such accounts (to the extent such amounts and property in the Lock-Box
Account relate to the Receivables), and all Eligible Investments and other
securities, instruments and other investments purchased from such funds.

      Under the Indenture, the Issuer will pay, on the twenty-fifth calendar day
of each month, or if such day is not a Business Day, on the first Business Day
thereafter (the "Payment Date"), commencing December 27, 2005, to the person in
whose name this Note is registered on the Record Date, the portion of Monthly
Interest and Monthly Principal to which the Noteholder is entitled pursuant to
the Indenture.

      Payments on this Note will be made by the Indenture Trustee by wire
transfer through the facilities of the Depository Trust Company if this note is
held by Cede & Co. and otherwise by check mailed to the Person entitled thereto
without the presentation or surrender of this Note or the making of any notation
hereon. Except as otherwise provided in the Indenture and notwithstanding the
above, the final payment on this Note will be made only upon presentation and
surrender of this Note at the office or agency maintained for that purpose by
the Indenture Trustee.

                                       2

<PAGE>

      Unless the certificate of authentication hereon shall have been executed
by a Responsible Officer of the Indenture Trustee, by manual or facsimile
signature, this Note shall not entitle the holder hereof to any benefit under
the Indenture or be valid for any purpose.

      This Note constitutes an obligation of the Issuer. The Note does not
represent an interest in the Issuer nor an interest in or obligation of any
affiliate of the Issuer, including Bay View Deposit Corporation or Bay View
Acceptance Corporation. The Note is limited in right of payment to certain
collections and recoveries respecting the Receivables, all as more specifically
set forth in the Indenture. In addition to the Class D Notes, the Issuer has
also issued Class A-1, Class A-2 Notes, Class A-3 Notes, Class A-4 Notes, Class
B Notes and Class C Notes.

      The Indenture permits, with certain exceptions therein provided, the
amendment thereof and the modification of the rights and obligations of the
Issuer and the rights of the Noteholder under the Indenture at any time by the
Issuer and the Indenture Trustee with the consent of the Noteholder. Any such
consent by the holder of this Note shall be conclusive and binding on the
Noteholder.

      This Note is transferable solely in accordance with Section 2.04 of the
Indenture.

      The obligations and responsibilities to the Noteholder created by the
Indenture shall terminate upon the payment to Noteholder of all amounts required
to be paid to it pursuant to the Indenture. The Servicer may at its option cause
the Indenture Trustee to sell the Pledged Assets at a price not to be less than
the price specified in the Indenture, and such sale of the Receivables and other
property may effect early retirement of the Note.

      Although this Note summarizes certain provisions of the Indenture, this
Note does not purport to summarize the Indenture and reference is made to the
Indenture for information with respect to the interests, rights, benefits,
obligations, proceeds and duties evidenced hereby and the rights, duties and
obligations of the Indenture Trustee. In the event of any inconsistency or
conflict between the terms of this Note and the terms of the Indenture, the
terms of the Indenture shall control.

      Unless the certificate of authentication hereon has been executed by the
Indenture Trustee whose name appears below by manual signature, this Note shall
not be entitled to any benefit under the Indenture referred to on the reverse
hereof, or be valid or obligatory for any purpose.

                                       3

<PAGE>

         IN WITNESS WHEREOF, the Issuer has caused this Note to be duly
executed.

Dated:  __________

                                BAY VIEW 2005-3 OWNER TRUST

                                By: Wilmington Trust Company,
                                    not in its individual capacity but solely as
                                    Owner Trustee

                                By: ____________________________________________
                                Name: __________________________________________
                                Title: _________________________________________

                                       4

<PAGE>

                          CERTIFICATE OF AUTHENTICATION

      This is the Note referred to in the within-mentioned Indenture.

JPMorgan Chase Bank, National Association, solely in its capacity as Indenture
Trustee,

                                By: ____________________________________________
                                Name: __________________________________________
                                Title: _________________________________________

Dated:  __________, 2005

                                       5

<PAGE>

                                   ASSIGNMENT

Social Security or taxpayer I.D. or other identifying number of assignee:
__________

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

(name and address of assignee)

the within Note and all rights thereunder, and hereby irrevocably constitutes
and appoints, __________ attorney, to transfer said Note on the books kept for
registration thereof, with full power of substitution in the premises.

Dated:  __________

                                    Signature Guaranteed: ______________________

                                          *

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

                                        6