UNDERWRITING AGREEMENT

Underwriting Agreement

You are currently viewing:

This Underwriting Agreement involves

Bay View Deposit CORP | BAY VIEW ACCEPTANCE CORPORATION | J.P. MORGAN SECURITIES INC.

. RealDealDocs™ contains millions of easily searchable legal documents and clauses from top law firms. Search for free - click here.

Title: UNDERWRITING AGREEMENT
Governing Law: New York Date: 12/12/2005

UNDERWRITING AGREEMENT, Parties: bay view deposit corp , bay view acceptance corporation , j.p. morgan securities inc.

<PAGE>

EXHIBIRT 1.1

BAY VIEW DEPOSIT CORPORATION,

BAY VIEW ACCEPTANCE CORPORATION

AND

J.P. MORGAN SECURITIES INC.

UNDERWRITING AGREEMENT

FOR

BAY VIEW 2005-3 OWNER TRUST

AUTOMOBILE RECEIVABLE BACKED NOTES

November 29, 2005

<PAGE>

November 29, 2005

Bay View Acceptance Corporation

818 Oak Park Road

Covina, California 91724

Bay View Deposit Corporation

1840 Gateway Drive, Suite 400

San Mateo, California 94404

Ladies and Gentlemen:

We understand that Bay View Deposit Corporation, a Delaware corporation

("BVDC"), proposes to sell $214,600,000 aggregate amount of Notes designated

"Bay View 2005-3 Owner Trust Automobile Receivable Backed Notes, Series 2005-3"

(the "Offered Securities"), issued by Bay View 2005-3 Owner Trust. Subject to

the terms and conditions set forth in or incorporated by reference in this

Underwriting Agreement (this "Agreement"), J.P. Morgan Securities Inc. and

Harris Nesbitt Corp. (each such Underwriter being herein called an "Underwriter"

and, collectively, the "Underwriters") hereby agree, severally and not jointly,

to purchase all of the Offered Securities set forth beneath its name on the

applicable grid below this paragraph. The price at which the Offered Securities

are offered to the public, the underwriting discount on the Offered Securities

and the purchase price at which each Underwriter will purchase its Offered

Securities are set forth on such grid.

J.P. MORGAN SECURITIES INC.

<TABLE>

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

Principal Amount Price to Public Underwriting Discount Purchase Price

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

Class A-1 Notes $18,620,000 100.00000% 0.180% $ 18,586,484

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

Class A-2 Notes $51,450,000 99.99609% 0.210% $ 51,339,943

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

Class A-3 Notes $37,170,000 99.98949% 0.230% $ 37,080,602

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

Class A-4 Notes $26,789,000 99.98782% 0.240% $ 26,721,443

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

Class B Notes $ 8,810,000 99.97226% 0.270% $ 8,783,769

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

Class C Notes $ 7,160,000 99.98235% 0.290% $ 7,137,972

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

Class D Notes $ 7,160,000 99.97600% 0.310% $ 7,136,086

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

Total $156,786,300

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

</TABLE>

<PAGE>

HARRIS NESBITT CORP.

<TABLE>

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

Principal Amount Price to Public Underwriting Discount Purchase Price

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

Class A-1 Notes $ 7,980,000 100.00000% 0.180% $ 7,965,636

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

Class A-2 Notes $22,050,000 99.99609% 0.210% $ 22,002,833

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

Class A-3 Notes $15,930,000 99.98949% 0.230% $ 15,891,687

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

Class A-4 Notes $11,481,000 99.98782% 0.240% $ 11,452,047

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

Total $ 57,312,203

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

</TABLE>

We will pay for our Offered Securities in immediately available funds upon

delivery of the Offered Securities to or at the offices of Patton Boggs LLP, or

at such other location as shall be designated by us, at noon (New York time) on

December 6, 2005 or at such other time as shall be designated by us (such time,

the "Closing Date").

Pursuant to Article V(i) of the Standard Provisions (as defined below),

during a period of 60 calendar days from the date hereof, neither BVDC nor any

affiliate of BVDC will, without our prior written consent, enter into any

agreement to offer or sell securities similar to the Offered Securities.

The Offered Securities shall have the terms set forth in the copy of the

Prospectus attached hereto as Annex A and shall conform in all material respects

to the description thereof contained in such Prospectus.

All the provisions contained in that certain Underwriting Agreement

Standard Provisions for Bay View Owner Trusts, Automobile Receivable Backed

Securities, dated November 29, 2005 (the "Standard Provisions"), by and among

Bay View Acceptance Corporation, Bay View Deposit Corporation, J.P. Morgan

Securities Inc. and Harris Nesbitt Corp., a copy of which you have previously

received, are herein incorporated by reference in their entirety and shall be

deemed to be a part of this Agreement to the same extent as if such provisions

had been set forth in full herein. All references to the "Underwriters" or the

"several Underwriters" herein and in the Standard Provisions shall be deemed to

refer to J.P. Morgan Securities Inc. and Harris Nesbitt Corp., the Underwriters

hereunder.

BVDC and Bay View Acceptance Corporation ("BVAC", together with BVDC, the

"Company") acknowledge and agree that each Underwriter is acting solely in the

capacity of an arm's length contractual counterparty to the Company with respect

to the offering of Offered Securities contemplated hereby and in the Standard

Provisions (including in connection with determining the terms of the offering)

and not as a financial advisor or a fiduciary to, or an agent of, the Company or

any other person. Additionally, the Underwriters are not advising the Company or

any other person as to any legal, tax, investment, accounting or regulatory

matters in any jurisdiction. The Company shall consult with its own advisors

concerning such matters

<PAGE>

and shall be responsible for making their own independent investigation and

appraisal of the transactions contemplated hereby, and the Underwriters shall

have no responsibility or liability to the Company with respect thereto. Any

review by the Underwriters of the Company, the transactions contemplated hereby

or other matters relating to such transactions will be performed solely for the

benefit of the Underwriters and shall not be on behalf of the Company.

Neither this Agreement nor any term hereof may be amended, waived,

discharged or terminated except by a writing signed by the party against whom

enforcement of such amendment, waiver, discharge or termination is sought.

[SIGNATURE PAGE FOLLOWS]

<PAGE>

Please confirm your agreement by having authorized officers sign a copy of

this Agreement in the spaces set forth below and returning the signed copy to

us.

Very truly yours,

J.P. MORGAN SECURITIES INC., on behalf of

itself and as Representative of

the Underwriters,

By: /s/ Mark Sun

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

Name: Mark Sun

Title: Vice President

Accepted: November 29, 2005

BAY VIEW DEPOSIT CORPORATION

By: /s/ John K. Okubo

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

Name: John K. Okubo

Title: EVP & Chief Financial Officer

BAY VIEW ACCEPTANCE CORPORATION

By: /s/ John K. Okubo

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

Name: John K. Okubo

Title: Chief Financial Officer

<PAGE>

ANNEX A

Copy of Prospectus

<PAGE>

EXECUTION COPY

BAY VIEW DEPOSIT CORPORATION,

BAY VIEW ACCEPTANCE CORPORATION,

AND

J.P. MORGAN SECURITIES INC.

UNDERWRITING AGREEMENT

STANDARD PROVISIONS

FOR

BAY VIEW OWNER TRUSTS

AUTOMOBILE RECEIVABLE BACKED SECURITIES

November 29, 2005

<PAGE>

BAY VIEW DEPOSIT CORPORATION

1840 GATEWAY DRIVE, SUITE 400

SAN MATEO, CALIFORNIA 94404

BAY VIEW ACCEPTANCE CORPORATION

1840 GATEWAY DRIVE, SUITE 400

SAN MATEO, CALIFORNIA 94404

J.P. Morgan Securities Inc.,

as representative of the Underwriters named

in the respective Underwriting

Agreements hereinafter described

November 29, 2005

Ladies and Gentlemen:

From time to time, Bay View Deposit Corporation ("BVDC") and

Bay View Acceptance Corporation ("BVAC") may enter into one or more underwriting

agreements that provide for the sale of Securities (as defined herein) to you

and to such other underwriters as may be named therein. The standard provisions

set forth herein may be incorporated by reference in any such underwriting

agreement (each, an "Underwriting Agreement") with such changes hereto as

provided in the Underwriting Agreement. Any such Underwriting Agreement shall be

in the form of Annex I hereto, with such additions and deletions as the parties,

including the Underwriters (as defined in the Underwriting Agreement), thereto

may determine. Unless otherwise defined herein, capitalized terms used herein

shall have the meanings set forth in the applicable Transaction Agreement (as

defined below).

BVDC proposes to sell to the several underwriters named in the

Underwriting Agreement automobile receivable pass-through certificates and/or

automobile receivable backed notes (the "Securities") representing undivided

interests in a trust fund including a pool of motor vehicle installment sale

contracts and/or installment loan contracts (the "Receivables") secured by new

and used automobiles, light-duty trucks, sport utility vehicles and vans (the

"Financed Vehicles"). The Securities will be issued by a trust (the "Trust"),

pursuant to a trust and servicing agreement (the "Trust and Servicing

Agreement") and an indenture (the "Indenture"), or pursuant to a pooling and

servicing agreement (the "Pooling and Servicing Agreement", and together with

the Trust and Servicing Agreement and the Indenture, the "Transaction

Agreements") between BVDC, as depositor, BVAC, as servicer (in such capacity,

the "Servicer"), the entity identified as standby servicer and/or back-up

servicer, if any, and the bank or trust company or other financial institution

identified, as either an owner trustee or an indenture trustee (the "Trustee").

The Receivables will be sold to BVDC by BVAC pursuant to a Receivables Purchase

Agreement (the "Purchase Agreement") between BVAC, as seller and BVDC, as

purchaser. The terms and rights of any particular issuance of Securities shall

be as

<PAGE>

specified in the Underwriting Agreement relating thereto and in or pursuant to

the applicable Transaction Agreement identified in such Underwriting Agreement.

The Securities which are the subject of any particular Underwriting Agreement

into which these Standard Provisions are incorporated are herein referred to as

the "Offered Securities". This Agreement, the Underwriting Agreement, the

applicable Transaction Agreement, the Purchase Agreement and any Credit Enhancer

Documents (as defined in the related Underwriting Agreement) are hereinafter

referred to as the "Transaction Documents". The Securities will represent

undivided interests in a trust fund consisting of a pool of the Receivables, all

monies due thereunder after a specified date, security interests in the Financed

Vehicles, and other instruments, funds, and accounts as may be specified in the

applicable Transaction Agreement (collectively, the "Trust Fund"). The

Securities with respect to each Underwriting Agreement and the related

applicable Transaction Agreement shall be issued with the title and in the

amount set forth in such Underwriting Agreement.

Particular sales of Securities may be made from time to time

to you, or to any Underwriters named in the Underwriting Agreement, for whom

you, or you together with such other firm or firms specified in the Underwriting

Agreement, will act as representatives (the "Representatives"). The terms

"Representatives" and "Underwriters" shall mean you in such instances where you

act as sole Underwriter. The standard provisions set forth herein shall not be

construed as an obligation of BVDC to sell any of the Securities or as an

obligation of any of the Underwriters to purchase the Securities. The obligation

of BVDC to sell any of the Securities and the obligation of any of the

Underwriters to purchase any of the Securities shall be evidenced by the

Underwriting Agreement with respect to the Securities specified therein. Each

Underwriting Agreement shall specify the aggregate original principal amount of

such Securities or, if applicable, an indication that the offering will be an

at-the-market offering, the purchase by the Underwriters of such Securities, the

names of the Representatives of such Underwriters (if applicable), and the

aggregate original principal amount of such Securities to be purchased by each

Underwriter and shall set forth the date, time, and delivery of such Securities

and the manner of payment therefor. The Underwriting Agreement shall also

specify (to the extent not set forth in the applicable Transaction Agreement and

the registration statement and prospectus with respect thereto) the terms of

such Securities. An Underwriting Agreement shall be in the form of an executed

writing (which may be in counterparts), and may be evidenced by an exchange of

facsimile communications. The obligation of the Underwriters under an

Underwriting Agreement shall be several and not joint.

II.

Representations and Warranties. (1) BVDC represents and

warrants to, and agrees with, each Underwriter of any Offered Securities as of

the date hereof and as of the date of any Underwriting Agreement that:

(a) A registration statement on Form S-3, including a

prospectus, relating to the Securities has been filed with the

Securities and Exchange Commission (the "Commission"), pursuant to the

Securities Act of 1933, as amended (the "Act"), which registration

statement has become effective and copies of which have been heretofore

delivered to you. BVDC is eligible to use Form S-3 in connection with

the offer and sale of the Securities and the conditions for use of Form

S-3, as set forth in the

-2-

<PAGE>

General Instructions thereto, have been satisfied. BVDC, as registrant,

will file with the Commission either, prior to effectiveness of such

registration statement, and amendment thereto (including the form of

final prospectus and prospectus supplement) or, after effectiveness of

such registration statement, a final prospectus and/or prospectus

supplement in accordance with Rule 424(b). There are no contracts or

documents of BVDC which are required to be filed as exhibits to the

Registration Statement pursuant to the Act or the rules and regulations

thereunder which have not been so filed or incorporated by reference

therein on or prior to the Effective Date.

As used herein, the term the "Effective Date" shall mean each

date on and time at which the Registration Statement and any post-effective

amendment or amendments thereto became or becomes effective. "Execution Time"

shall mean the date and time that the Underwriting Agreement is executed and

delivered by the parties thereto. "Preliminary Prospectus" shall mean any

preliminary prospectus and prospectus supplement which has been filed pursuant

to Rule 424. "Prospectus" shall mean the prospectus and prospectus supplement

relating to the Offered Securities that is filed pursuant to Rule 424(b) in

respect of the Offered Securities including any documents incorporated by

reference therein. "Registration Statement" shall mean the registration

statement referred to in the preceding paragraph, as it may be amended,

including incorporated documents, exhibits and financial statements, in the form

in which it was filed and declared effective prior to the Closing Date (as

hereinafter defined), inclusive of such incorporated documents, exhibits,

financial statements.

(b) On the Effective Date, at the Execution Time,

and, when the Prospectus is first filed in accordance with Rule 424(b)

and on the Closing Date, the Registration Statement did or will and the

Prospectus (together with any supplements thereto) will, comply as to

form in all material respects with the applicable requirements of the

Act and the rules and regulations of the Commission; on each such date

the Prospectus did not and will not, include any untrue statement of a

material fact and did not and will not omit to state a material fact

required to be stated therein or necessary in order to make the

statements therein, in the light of the circumstances under which they

were made, not misleading and at each such time the Registration

Statement did not and will not include any untrue statement of a

material fact and did not and will not omit to state a material fact

required to be stated therein or necessary in order to make the

statements therein not misleading; provided, however, that the

foregoing representations and warranties in this Article II(1)(b) do

not apply to any statements or omissions made in reliance on and in

conformity with information relating to any Underwriter furnished to

BVDC by or on behalf of such Underwriter specifically for inclusion in

the Registration Statement or the Prospectus. For purposes of this

Agreement, each party acknowledges that the amounts of the selling

concession and reallowance set forth in the Prospectus Supplement

constitute the only information relating to any Underwriter furnished

to BVDC by or on behalf of the Underwriters specifically for inclusion

in the Registration Statement or the Prospectus.

Registration Statement and the Prospectus, when they were filed with

the Commission, conformed as to form in all material respects to the

requirements of the Act or the Securities Exchange Act of 1934, as

amended (the "Exchange Act"), as applicable, and the rules and

-3-

<PAGE>

regulations of the Commission thereunder, and none of such documents

contained an untrue statement of a material fact or omitted to state a

material fact required to be stated therein or necessary to make the

statements therein not misleading; any further documents so filed and

incorporated by reference in the Registration Statement and the

Prospectus, when such documents are filed with the Commission will

conform as to form in all material respects to the requirements of the

Exchange Act and the rules and regulations of the Commission thereunder

and will not contain an untrue statement of a material fact or omit to

state a material fact required to be stated therein or necessary to

make the statements therein not misleading.

(d) The computer tape of the Receivables underlying

the Offered Securities made available to the Representatives by BVDC

was complete and accurate as of the date that it was delivered to the

Representatives and accurately reflects both the information appearing

on the "Schedule of Receivables" that will be an exhibit to the

applicable Transaction Agreement and the description of the Receivables

in the related Prospectus Supplement.

(e) BVDC has been duly incorporated and is validly

existing and in good standing as a corporation under the laws of the

State of Delaware, is duly qualified to do business and is in good

standing as a foreign corporation in each jurisdiction in which its

ownership or lease of property or the conduct of its business requires

such qualification, except where the failure to be so qualified would

not have a material adverse effect on the business or financial

condition of BVDC and has corporate and other power and authority to

own its properties and conduct its business, as now conducted by it,

and to enter into and perform its obligations under each Transaction

Document to which it is or is to be a party.

(f) BVDC is not aware of (i) any request by the

Commission for any further amendment of the Registration Statement or

the Prospectus or for any additional information, (ii) the issuance by

the Commission of any stop order suspending the effectiveness of the

Registration Statement or the institution or threatening of any

proceeding for that purpose or (iii) any notification with respect to

the suspension of the qualification of the Offered Securities for sale

in any jurisdiction or the initiation or threatening of any proceeding

for such purpose.

(g) This Agreement has been duly authorized,

executed, and delivered by BVDC and the other Transaction Documents to

which it is or is to be a party, when delivered by BVDC, will each have

been duly authorized, executed, and delivered by BVDC, and each such

Transaction Document will constitute a legal, valid, and binding

agreement of BVDC, enforceable against BVDC in accordance with its

terms, subject, as to the enforcement of remedies, to applicable

bankruptcy, insolvency, reorganization, moratorium, receivership, and

other similar laws affecting creditors' rights generally and to general

principles of equity (regardless of whether the enforcement of such

remedies is considered in a proceeding in equity or at law).

(h) The Offered Securities and Transaction Documents

will conform in all material respects to the description thereof

contained in the Prospectus and, the

-4-

<PAGE>

Offered Securities have been duly and validly authorized, and assuming

that the Offered Securities have been duly and validly authorized,

executed and issued by the Trustee in accordance with the applicable

Transaction Agreement, will, when duly and validly authenticated by the

Trustee and delivered to and paid for by the Underwriters in accordance

with this Agreement and the Underwriting Agreement, be entitled to the

benefits of the applicable Transaction Agreement.

(i) As of the Closing Date, each of the Receivables

will meet the criteria for selection described in the Prospectus, and

on such Closing Date the representations and warranties of BVDC with

respect to the Receivables contained in the applicable Transaction

Agreement will be true and correct.

(j) Neither the sale of the Offered Securities, nor

the consummation of any other of the transactions contemplated by, nor

the fulfillment of the terms of, any Transaction Document to which it

is a party, (A) will constitute a breach of any term or provision of

the certificate of incorporation or by-laws of BVDC, or (B) conflict

with or constitute a breach, violation, or acceleration of or a default

under the terms of any indenture or other agreement or instrument to

which BVDC is a party, by which it is bound or to which any of the

property or assets of BVDC may be subject, or any statute, regulation,

or order applicable to BVDC of any governmental body, administrative

agency, regulatory body, or court having jurisdiction over BVDC or

BVDC's material properties, that materially and adversely affects or

would in the future materially and adversely affect (i) the ability of

BVDC to perform its obligations under any Transaction Document to which

it is a party or (ii) the business, operations, or financial condition,

or the material properties or assets of BVDC. BVDC is not a party to,

bound by or in breach or violation of any indenture or other material

agreement or instrument, or subject to or in violation of any statute,

regulation, or order of any governmental body, administrative agency,

regulatory body, or court having jurisdiction over it, that materially

and adversely affects or would in the future materially and adversely

affect (i) the ability of BVDC to perform its obligations under any

Transaction Document to which it is a party or (ii) the business,

operations, or financial condition, or the material properties or

assets of BVDC.

(k) There are no actions or proceedings against, or

investigations of, BVDC pending or, to the knowledge of BVDC,

threatened before any court, administrative agency, or other tribunal

(i) asserting the invalidity of any Transaction Document or the Offered

Securities, (ii) seeking to prevent the issuance of the Offered

Securities or the consummation of any of the transactions contemplated

by any Transaction Document, (iii) that might materially and adversely

affect the performance by BVDC of its obligations under, or the

validity or enforceability of, any Transaction Document or the Offered

Securities, (iv) seeking to affect adversely the federal income tax

attributes of the Offered Securities described in the Prospectus, or

(v) that if determined adversely as to BVDC would have a material

adverse effect on the business, operations, or financial condition or

the material properties or assets of BVDC.

(l) (i) There has not been any material adverse

change, or development involving a material adverse prospective change,

in the business,

-5-

<PAGE>

operations, or financial condition or the material properties or assets

of BVDC, taken as a whole and (ii) BVDC has not entered into any

transaction or agreement (whether or not in the ordinary course of

business) material to BVDC that, in either case, would reasonably be

expected to materially adversely affect the interests of the holders of

the Securities, since the more recent of (1) the end of the most recent

fiscal quarter for which quarterly financial statements or audited

annual financial statements, as applicable, were delivered to

Representatives prior to the date of the related Underwriting Agreement

or (2) the respective dates as of which information was given in the

Registration Statement and the Prospectus.

(m) Any taxes, fees, and other governmental charges

in connection with the execution and delivery of any Transaction

Document and the execution, delivery, and sale of the Offered

Securities have been or will be paid at or before the Closing Date.

(o) BVDC will convey the Receivables to the Trust

pursuant to the applicable Transaction Agreement, free and clear of any

lien, mortgage, pledge, charge, encumbrance, adverse claim or other

security interest (collectively, "Liens") other than Liens created by

the applicable Transaction Agreement.

(p) No consent, approval, authorization, order,

registration or qualification of or with any court or governmental

agency or body of the United States is required for the issuance and

sale of the Offered Securities, or the consummation by BVDC of the

other transactions contemplated by this Agreement, except the

registration under the Act of the Offered Securities and such consents,

approvals, authorizations, registrations or qualifications as may have

been obtained or effected or as may be required under securities or

Blue Sky laws in connection with the purchases and distribution of the

Offered Securities by the Underwriters.

(q) BVDC possesses all material licenses,

certificates, authorities or permits issued by the appropriate state,

federal or foreign regulatory agencies or bodies necessary to conduct

the business now conducted by it and as described in the Registration

Statement and Prospectus (or is exempt therefrom) and BVDC has not

received notice of any proceedings relating to the revocation or

modification of such license, certificate, authority or permit which,

singly or in the aggregate, if the subject of an unfavorable decision,

ruling or finding, is likely to materially and adversely affect the

conduct of its business, operations, financial condition or income.

(r) BVDC is not currently required to be, and will

not conduct its operations while any of the Offered Securities are

outstanding in a manner that would require BVDC or the Trust to be

created pursuant to the applicable Transaction Agreement to be,

registered as an "investment company" under the Investment Company Act

of 1940, as amended (the "1940 Act"), as in effect on the date hereof,

and neither the Trust nor BVDC, after giving effect to any offering and

sale of Securities and the application of the proceeds thereof, will be

an "investment company".

-6-

<PAGE>

(s) On the Closing Date, each of the representations

and warranties of BVDC set forth in this Agreement, the Underwriting

Agreement and any Transaction Document will be true and correct in all

material respects.

(2) BVAC represents and warrants to, and agrees with, each

Underwriter of any Offered Securities as of the date hereof and as of the date

of any Underwriting Agreement that:

(a) On the Effective Date, at the Execution Time,