ONYX ACCEPTANCE FINANCIAL CORP
EXHIBIT 10.5
<DOCUMENT>
<TYPE>EX-10.5
<SEQUENCE>6
<FILENAME>a87661exv10w5.txt
<DESCRIPTION>EXHIBIT 10.5
<TEXT>
<PAGE>

                                                                    EXHIBIT 10.5

                          SALE AND SERVICING AGREEMENT

                                     between

                       ONYX ACCEPTANCE OWNER TRUST 2003-A
                                   as Issuer,

                      ONYX ACCEPTANCE FINANCIAL CORPORATION
                                   as Seller,

                           ONYX ACCEPTANCE CORPORATION
                                   as Servicer

                               JPMORGAN CHASE BANK
                     as Indenture Trustee and as Trust Agent

                           Dated as of January 1, 2003
<PAGE>
                                TABLE OF CONTENTS

<TABLE>
<S>                                                                                                                 <C>
ARTICLE I DEFINITIONS.............................................................................................   1
   SECTION 1.01          Definitions..............................................................................   1
   SECTION 1.02          Usage of Terms..........................................................................   20
   SECTION 1.03          Section References......................................................................   20
   SECTION 1.04          Calculations............................................................................   20
   SECTION 1.05          Accounting Terms........................................................................   20
ARTICLE II CONVEYANCE OF CONTRACTS; REPRESENTATIONS AND WARRANTIES OF THE SELLER.................................   21
   SECTION 2.01          Conveyance of Contracts.................................................................   21
   SECTION 2.02          Representations and Warranties of the Seller............................................   27
   SECTION 2.03          Repurchase of Certain Contracts.........................................................   38
   SECTION 2.04          Custody of Contract Files...............................................................   38
   SECTION 2.05          Duties of Servicer Relating to the Contracts............................................   40
   SECTION 2.06          Instructions; Authority to Act..........................................................   41
   SECTION 2.07          Indemnification.........................................................................   42
   SECTION 2.08          Effective Period and Termination........................................................   42
   SECTION 2.09          Nonpetition Covenant....................................................................   43
   SECTION 2.10          Collecting Title Documents Not Delivered at the Closing Date............................   43
ARTICLE III ADMINISTRATION AND SERVICING OF CONTRACTS............................................................   43
   SECTION 3.01          Duties of Servicer......................................................................   43
   SECTION 3.02          Collection of Contract Payments.........................................................   46
   SECTION 3.03          Realization Upon Contracts..............................................................   46
   SECTION 3.04          Insurance...............................................................................   47
   SECTION 3.05          Maintenance of Security Interests in Financed Vehicles..................................   47
   SECTION 3.06          Covenants, Representations and Warranties of Servicer...................................   48
   SECTION 3.07          Purchase of Contracts Upon Breach By Servicer...........................................   50
   SECTION 3.08          Servicing Compensation..................................................................   50
   SECTION 3.09          Reporting by the Servicer...............................................................   51
   SECTION 3.10          Annual Statement as to Compliance.......................................................   54
   SECTION 3.11          Annual Independent Certified Public Accountant's Report.................................   54
   SECTION 3.12          Access to Certain Documentation and Information Regarding Contracts.....................   54
   SECTION 3.13          Fidelity Bond...........................................................................   55
   SECTION 3.14          Indemnification; Third Party Claims.....................................................   55
   SECTION 3.15          Reports to Noteholders and the Rating Agencies..........................................   55
   SECTION 3.16          Access to List of Noteholders' Names and Addresses......................................   56
ARTICLE IV DISTRIBUTIONS; SPREAD ACCOUNT; STATEMENTS TO NOTEHOLDERS..............................................   56
   SECTION 4.01          Establishment of Trust Accounts.........................................................   56
   SECTION 4.02          Collections; Transfers to Payahead Account; Realization Upon Policy; Net Deposits;
                         Transfers to Payment Account............................................................   58
   SECTION 4.03          Distributions...........................................................................   60
   SECTION 4.04          Spread Account..........................................................................   61
   SECTION 4.05          Statements to Noteholders...............................................................   63
</TABLE>

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<TABLE>
<S>                                                                                                                 <C>
   SECTION 4.06          Capitalized Interest Account............................................................   66
   SECTION 4.07          Prefunding Account......................................................................   66
   SECTION 4.08          Requirements Relating to Prefunding Account.............................................   67
ARTICLE V THE SELLER.............................................................................................   67
   SECTION 5.01          Liability of Seller.....................................................................   67
   SECTION 5.02          Merger or Consolidation of, or Assumption of the Obligations of, Seller; Certain
   Limitations...................................................................................................   67
   SECTION 5.03          Limitation on Liability of Seller and Others............................................   68
   SECTION 5.04          Seller Not to Resign....................................................................   68
   SECTION 5.05          Seller May Own Notes and Residual Interest Instruments..................................   68
ARTICLE VI THE SERVICER..........................................................................................   68
   SECTION 6.01          Liability of Servicer; Indemnities......................................................   68
   SECTION 6.02          Corporate Existence; Status as Servicer; Merger.........................................   70
   SECTION 6.03          Performance of Obligations..............................................................   70
   SECTION 6.04          Servicer Not to Resign; Assignment......................................................   71
   SECTION 6.05          Limitation on Liability of Servicer and Others..........................................   71
ARTICLE VII DEFAULT..............................................................................................   72
   SECTION 7.01          Events of Default.......................................................................   72
   SECTION 7.02          Trustee to Act; Appointment of Successor................................................   74
   SECTION 7.03          Notification to Noteholders and Residual Interestholders................................   75
   SECTION 7.04          Waiver of Past Defaults.................................................................   75
   SECTION 7.05          Insurer Direction of Insolvency Proceedings.............................................   75
ARTICLE VIII TERMINATION.........................................................................................   76
   SECTION 8.01          Optional Purchase of All Trust Property; Satisfaction and Discharge of the Indenture....   76
   SECTION 8.02          Transfer to the Insurer.................................................................   76
ARTICLE IX MISCELLANEOUS.........................................................................................   77
   SECTION 9.01          Amendment...............................................................................   77
   SECTION 9.02          Protection of Title to Trust Property...................................................   78
   SECTION 9.03          Governing Law...........................................................................   80
   SECTION 9.04          Notices.................................................................................   80
   SECTION 9.05          Severability of Provisions..............................................................   81
   SECTION 9.06          Assignment..............................................................................   81
   SECTION 9.07          Third Party Beneficiaries...............................................................   81
   SECTION 9.08          Certain Matters Relating to the Insurer.................................................   81
   SECTION 9.09          Headings................................................................................   82
   SECTION 9.10          Assignment by Issuer....................................................................   82
   SECTION 9.11          Limitation of Liability of Owner Trustee and Indenture Trustee..........................   82
   SECTION 9.12          Acknowledgment of Parties; Insurer Defense Costs........................................   82

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<PAGE>
                                    EXHIBITS

<TABLE>
<S>                      <C>
Schedule I-A  -          Schedule of Initial Contracts
Schedule I-B  -          Schedule of Subsequent Contracts
Schedule II   -          Location and Account Numbers of Trust Accounts
Exhibit A     -          Form of Appointment of Custodian
Exhibit B     -          Form of Policy
Exhibit C-1   -          Form of Transfer Certificate
Exhibit C-2   -          Form of Prefunding Closing Date Certificate
</TABLE>

                                     -iii-
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         This SALE AND SERVICING AGREEMENT, dated as of January 1, 2003 (this
"AGREEMENT"), is between Onyx Acceptance Owner Trust 2003-A (the "ISSUER" or the
"TRUST"), Onyx Acceptance Financial Corporation (the "SELLER"), Onyx Acceptance
Corporation ("ONYX" or, in its capacity as servicer, the "SERVICER" or, in its
capacity as custodian, the "CUSTODIAN") and JPMorgan Chase Bank, as the
Indenture Trustee on behalf of the Noteholders (in such capacity, the "INDENTURE
TRUSTEE"), and as the Trust Agent on behalf of the Owner Trustee (in such
capacity, the "TRUST AGENT").

         In consideration of the premises and the mutual covenants herein
contained, the parties hereto agree as follows:

                                    ARTICLE I
                                   DEFINITIONS

         SECTION 1.01      DEFINITIONS.

         Whenever used in this Agreement, the following words and phrases,
unless the context otherwise requires, shall have the following meanings:

         "ACCELERATED PRINCIPAL COMMENCEMENT DATE" means the first Distribution
Date on which (i) the Pool Balance as of such Distribution Date is equal to or
less than 15% of the Original Pool Balance and (ii) the amount of cash on
deposit in the Spread Account together with the other components of the Spread
Account is equal to or greater than the Spread Account Maximum (after giving
effect to the distribution pursuant to Section 4.03(viii) of this Agreement on
such Distribution Date).

         "ACCELERATED PRINCIPAL DISTRIBUTABLE AMOUNT" means, with respect to any
Distribution Date occurring on or after the Accelerated Principal Commencement
Date, the amount which would remain on deposit in the Payment Account for such
Distribution Date after giving effect to distributions pursuant to Section
4.03(i) through (viii) of this Agreement without regard to the inclusion of such
amount as part of the Note Principal Distributable Amount. The Accelerated
Principal Distributable Amount shall be included in the Note Principal
Distributable Amount until all of the Notes have been paid in full.

         "ACTUARIAL CONTRACT" means a Contract pursuant to which the allocation
of each payment between interest and principal is calculated using the Actuarial
Method.

         "ACTUARIAL METHOD" means the method of allocating principal and
interest payments on a Contract whereby amortization of the Contract is
determined over a series of fixed level payment monthly installments, and each
monthly installment, including the monthly installment representing the final
payment on the Contract, consists of an amount of interest equal to 1/12 of the
APR of the Contract multiplied by the unpaid principal balance of the Contract,
and an amount of principal equal to the remainder of the monthly payment.

         "AFFILIATE" of any specified Person means any other Person controlling
or controlled by or under common control with such specified Person. For the
purposes of this definition, "control" when used with respect to any specified
Person means the power to direct the management and policies of such Person,
directly or indirectly, whether through the ownership
<PAGE>
of voting securities, by contract or otherwise; and the terms "controlling" or
"controlled" have meanings correlative to the foregoing.

         "AMOUNT FINANCED" means, with respect to a Contract, the aggregate
amount advanced under such Contract toward the purchase price of the related
Financed Vehicle and related costs, including amounts advanced in respect of
accessories, insurance premiums, extended service or warranty contracts and
other items customarily financed as part of retail automobile installment sales
contracts.

         "APPOINTMENT OF CUSTODIAN" means the letter agreement between the
Indenture Trustee, the Insurer and the Servicer substantially in the form
attached hereto as Exhibit A.

         "APR" of a Contract means the annual percentage rate used to determine
the total interest expected to be charged over the term of a Contract as of its
inception, as shown on such Contract.

         "AVOIDED PAYMENT AMOUNT" means any portion of a Scheduled Payment
Amount previously distributed to a Holder in respect of the Notes which is
voided as the result of an Insolvency Proceeding and which, as a result of such
proceeding, such Holder is required to return.

         "BASIC DOCUMENTS" shall have the meaning specified in the Indenture.

         "BLANKET INSURANCE POLICY" means the Creditors Comprehensive Single
Interest Insurance Policy covering losses with respect to the Contracts, which
policy has been issued by Great American Insurance Company and the Seller's
rights in which, with respect to the Contracts, have been validly assigned to
the Indenture Trustee acting on behalf of the Trust.

         "BUSINESS DAY" means any day other than a Saturday, a Sunday or other
day on which commercial banking institutions or savings associations located in
Los Angeles, California; Wilmington, Delaware; or New York, New York are
authorized or obligated by law, regulation, executive order or governmental
decree to be closed.

         "CALCULATION DAY" means the last day of each calendar month.

         "CAPITALIZED INTEREST ACCOUNT" means the account designated as such and
established pursuant to Section 4.01 and maintained pursuant to Section 4.06.

         "CAPITALIZED INTEREST AMOUNT" means, with respect to each Distribution
Date following a Collection Period during which amounts are on deposit in the
Prefunding Account, an amount equal to the greater of:

         (a)      the sum of the Note Interest Distributable Amount for such
Distribution Date, plus the sum of the fees payable to the Owner Trustee, the
Indenture Trustee and the Trust Agent and the premium payable to the Insurer for
such Distribution Date, in each case, allocable to the balance in the Prefunding
Account at the beginning of the related Collection Period, on a pro rata basis,
minus the earnings received by the

                                      -2-
<PAGE>
Indenture Trustee on behalf of the Trust during the related Collection Period
from investment of the funds on deposit in the Prefunding Account; and

         (b)      the amount, if any, by which (i) the sum of the Servicing
Fees, the Note Interest Distributable Amount, the fees payable to the Owner
Trustee, the Indenture Trustee and the Trust Agent and the premium payable to
the Insurer for such Distribution Date exceeds (ii) Net Collections plus the
earnings received by the Indenture Trustee on behalf of the Trust during the
related Collection Period from investment of the funds on deposit in the
Prefunding Account.

         "CERTIFICATE REGISTER" shall have the meaning specified in the Trust
Agreement.

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

         "CLASS A-1 FINAL SCHEDULED DISTRIBUTION DATE" means the Distribution
Date occurring in February 2004.

         "CLASS A-1 NOTE" means any Class A-1 Note in the form attached to the
Indenture as Exhibit B.

         "CLASS A-1 RATE" means 1.36% per annum.

         "CLASS A-2 FINAL SCHEDULED DISTRIBUTION DATE" means the Distribution
Date occurring in November 2005.

         "CLASS A-2 NOTE" means any Class A-2 Note in the form attached to the
Indenture as Exhibit C.

         "CLASS A-2 RATE" means 1.64% per annum.

         "CLASS A-3 FINAL SCHEDULED DISTRIBUTION DATE" means the Distribution
Date occurring in February 2007.

         "CLASS A-3 NOTE" means any Class A-3 Note in the form attached to the
Indenture as Exhibit D.

         "CLASS A-3 RATE" means 2.23% per annum.

         "CLASS A-4 FINAL SCHEDULED DISTRIBUTION DATE" means the Distribution
Date occurring in November 2009.

         "CLASS A-4 NOTE" means any Class A-4 Note in the form attached to the
Indenture as Exhibit E.

         "CLASS A-4 RATE" means 3.04% per annum.

         "CLASS A NOTES" means the Class A-1 Notes, the Class A-2 Notes, the
Class A-3 Notes and the Class A-4 Notes.

                                      -3-
<PAGE>
         "CLEARING ACCOUNT" means Account No. 4159359173 in the name of the
Seller maintained at Wells Fargo Bank, N.A.

         "CLOSING DATE" means January 30, 2003.

         "COLLECTION ACCOUNT" means the account established and maintained as
such pursuant to Section 4.01.

         "COLLECTION PERIOD" means, with respect to any Distribution Date, the
calendar month preceding the month in which such Distribution Date occurs;
provided that with respect to Liquidated Contracts, the Collection Period will
be the period from but excluding the sixth Business Day preceding the
immediately preceding Distribution Date to and including the sixth Business Day
preceding such Distribution Date. With respect to the first Distribution Date
the "Collection Period" for Liquidated Contracts shall be the period from and
including the related Cut-Off Date to and including the sixth Business Day
preceding such first Distribution Date.

         "CONTRACT" means each retail installment sales contract and security
agreement or installment loan agreement and security agreement and all proceeds
thereof and payments thereunder, which contract or agreement has been executed
by an Obligor and pursuant to which such Obligor purchased or financed the
Financed Vehicle described therein, agreed to pay the deferred purchase price
(i.e., the purchase price net of any down payment) or amount borrowed, together
with interest, as therein provided in connection with such purchase or loan,
granted a security interest in such Financed Vehicle, and undertook to perform
certain other obligations as specified in such contract or agreement. Each
Contract shall have been (i) originated by a Dealer and assigned to Onyx in
accordance with the assignment provisions set forth therein, (ii) subsequently
conveyed by Onyx to the Seller pursuant to the Purchase Agreement and (iii)
subsequently conveyed by the Seller to the Issuer pursuant to this Agreement. As
used herein, "Contracts" means the Initial Contracts, the Subsequent Contracts
and the Prefunded Contracts.

         "CONTRACT DOCUMENTS" means, with respect to each Contract, (a) the
Contract and the original credit application fully executed by the Obligor
thereunder; (b) either (i) the original Title Document for the related Financed
Vehicle or a duplicate copy thereof issued or certified by the Registrar of
Titles which issued the original thereof (or, with respect to certain of the
Financed Vehicles, evidence of the electronic Title Document), together with
evidence of perfection of the security interest in the related Financed Vehicle
granted by such Contract, as determined by the Servicer to be permitted or
required to perfect such security interest under the laws of the applicable
jurisdiction, or (ii) written evidence that the Title Document for such Financed
Vehicle showing Onyx as first lienholder has been applied for; (c) any
agreement(s) modifying the Contract (including, without limitation, any
extension agreement(s)); (d) any documents evidencing or related to any
insurance policy with respect to a Financed Vehicle and (e) any documents
specifically relating to the Obligor or the Financed Vehicle. The documents
referred to above, other than the Contracts, to the extent expressly permitted
by the Insurer in writing, may be maintained in microfiche or electronic form.

         "CONTRACT FILES" means all papers and computerized records customarily
kept by the Servicer in servicing contracts and loans comparable to the
Contracts.

                                      -4-
<PAGE>
         "CONTRACT NUMBER" means, with respect to any Contract included in the
Trust, the number assigned to such Contract by the Servicer, which number is set
forth in the related Schedule of Contracts.

         "CORPORATE TRUST OFFICE" means the principal office of the Indenture
Trustee at which at any particular time its corporate trust business shall be
administered, which office at the date of the execution of this Agreement is
located at 4 New York Plaza, 6th Floor, New York, New York 10004, Attention:
Institutional Trust Services/Structured Finance Services - Onyx Acceptance Owner
Trust 2003-A; or at such other address as the Indenture Trustee may designate
from time to time by notice to the Noteholders, the Insurer, the Servicer and
the Seller.

         "CRAM DOWN LOSS" means, with respect to a Contract if a court of
appropriate jurisdiction in an insolvency proceeding shall have issued an order
reducing the amount owed on such Contract or otherwise modifying or
restructuring the scheduled payments to be made on such Contract, an amount
equal to (i) the excess of the Principal Balance of such Contract immediately
prior to such order over the Principal Balance of such Contract as so reduced
and/or (ii) if such court shall have issued an order reducing the effective rate
of interest on such Contract, the excess of the Principal Balance of such
Contract immediately prior to such order over the net present value (using as
the discount rate the higher of the annual percentage rate on such Contract or
the rate of interest, if any, specified by the court in such order) of the
scheduled payments as so modified or restructured. A Cram Down Loss shall be
deemed to have occurred on the date of issuance of such order.

         "CUSTODIAN" means Onyx until such time, if any, a Successor Custodian
is appointed and thereafter means such Successor Custodian.

         "CUT-OFF DATE" means, as applicable, (i) the Initial Cut-Off Date, with
respect to the Initial Contracts, (ii) the Subsequent Cut-Off Date, with respect
to the Subsequent Contracts or (iii) the Prefunding Cut-Off Date with respect to
the Prefunded Contracts.

         "DEALER" means the seller of a Financed Vehicle, which seller
originated and assigned the related Contract.

         "DEFAULT" means any occurrence which with the giving of notice or the
lapse of time or both would become a Servicer Default.

         "DEFAULTED CONTRACT" means, with respect to any Collection Period, a
Contract (i) which is, at the end of such Collection Period, delinquent in the
amount of at least two monthly installments of Monthly P&I or (ii) with respect
to which the related Financed Vehicle has been repossessed or repossession
efforts with respect to the related Financed Vehicle have been commenced.

         "DEFICIENCY AMOUNT" means as of any Distribution Date, that portion of
the Scheduled Payment Amount for such Distribution Date which is due for payment
but unpaid because of a failure by the Indenture Trustee to receive in full, in
accordance with the terms of the Indenture, such Scheduled Payment Amount.

                                      -5-
<PAGE>
         "DEFICIENCY NOTICE" means, with respect to any Distribution Date, the
notice delivered pursuant to Section 4.02(c) by the Servicer to the Indenture
Trustee, with a copy to the Insurer and the Trust Agent.

         "DEFINITIVE NOTES" means Notes issued in fully registered, certificated
form to Noteholders.

         "DEPOSITOR" means the Seller in its capacity as Depositor under the
Trust Agreement, and its successors.

         "DISTRIBUTION DATE" means the 15th day of each month or if such date
shall not be a Business Day, the following Business Day, commencing on February
18, 2003.

         "DISTRIBUTION DATE STATEMENT" shall have the meaning specified in
Section 3.09(a).

         "DUE DATE" means, as to any Contract, the date upon which an
installment of Monthly P&I is due.

         "ELIGIBLE ACCOUNT" means (i) a trust account that is either (a)
maintained by the Indenture Trustee, (b) maintained with a depository
institution or trust company the commercial paper or other short-term debt
obligations of which have credit ratings from Standard & Poor's at least equal
to "A-1" and from Moody's equal to "P-1," which account is fully insured up to
applicable limits by the Federal Deposit Insurance Corporation or (c) maintained
with a depository institution acceptable to the Insurer and the Indenture
Trustee, as evidenced by letters from the Insurer and the Indenture Trustee to
that effect or (ii) a general ledger account or deposit account at a depository
institution acceptable to the Insurer, as evidenced by a letter from the Insurer
to that effect.

         "ELIGIBLE INVESTMENTS" means any one or more of the following
obligations or securities, all of which shall be denominated in United States
dollars:

                  (a)      direct obligations of, and obligations fully
         guaranteed as to timely payment of principal and interest by, the
         United States of America or any agency or instrumentality of the United
         States of America the obligations of which are backed by the full faith
         and credit of the United States of America and, to the extent, at the
         time of investment, acceptable to the Insurer and each Rating Agency
         for securities having a rating equivalent to the rating of the Notes at
         the Closing Date, the direct obligations of, or obligations fully
         guaranteed by, the Federal Home Loan Mortgage Corporation and the
         Federal National Mortgage Association;

                  (b)      demand and time deposits in, certificates of deposit
         of, banker's acceptances issued by, or federal funds sold by any
         depository institution or trust company (including the Indenture
         Trustee or the Owner Trustee) incorporated under the laws of the United
         States of America or any State and subject to supervision and
         examination by Federal and/or State banking authorities, in each case
         with a maturity not in excess of 365 days, so long as at the time of
         such investment or contractual commitment providing for such investment
         the short-term unsecured debt obligations of such depository
         institution or trust company have credit ratings from Standard & Poor's

                                      -6-
<PAGE>
         at least equal to "A-1+" and either (i) the long-term, unsecured debt
         obligations of such depository institution or trust company have credit
         ratings from Standard & Poor's at least equal to "AA-" and from Moody's
         at least equal to "Aa2" or (ii) such depository institution is
         acceptable to the Insurer as evidenced by a letter from the Insurer to
         the Indenture Trustee;

                  (c)      repurchase obligations with respect to (i) any
         security described in clause (a) above or (ii) any other security
         issued or guaranteed as to timely payment of principal and interest by
         an agency or instrumentality of the United States of America, in either
         case entered into with any depository institution or trust company
         (including the Indenture Trustee and the Owner Trustee), acting as
         principal, described in clause (b) above;

                  (d)      commercial paper having the highest rating by
         Standard & Poor's and Moody's at the time of such investment with a
         maturity not in excess of 365 days;

                  (e)      investments in money market funds or money market
         mutual funds having a rating from Standard & Poor's and Moody's in the
         highest investment category granted thereby, including funds for which
         the Indenture Trustee, the Owner Trustee or any of their respective
         Affiliates is investment manager or advisor; and

                  (f)      such other obligations or securities acceptable to
         the Insurer, as evidenced by a letter from the Insurer to the Indenture
         Trustee (which acceptability may be revoked at any time by the
         Insurer), a copy of which shall be provided by the Indenture Trustee to
         the Rating Agencies or such other obligations or securities that
         satisfy the Rating Agency Condition.

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

         "FINANCED VEHICLE" means, as to any Contract, an automobile, light-duty
truck or van, together with all accessions thereto, securing the related
Obligor's indebtedness under such Contract.

         "FULL PREPAYMENT" means any of the following: (a) with respect to any
Contract other than a Contract referred to in clause (ii), (iii) or (iv) of the
definition of the term "Liquidated Contract", payment by or on behalf of the
Obligor of the total amount required by the terms of such Contract to be paid
thereunder, which amount shall be at least equal to the sum of (i) 100% of the
Principal Balance of such Contract, (ii) interest accrued thereon to the date of
such payment at the APR; and (iii) any overdue amounts; or (b) with respect to
any Contract, payment by the Seller to the Indenture Trustee of the Purchase
Amount of such Contract in connection with the purchase of such Contract
pursuant to Section 2.03, or payment by the Servicer of the Purchase Amount of
such Contract in connection with the purchase of such Contract pursuant to
Section 3.07 or the purchase of all Contracts pursuant to Section 8.01.

         "FUNDED CONTRACTS" means all Initial Contracts and Subsequent
Contracts.

         "FUNDING PERIOD" shall have the meaning specified in Section 4.08(a).

                                      -7-
<PAGE>
         "HOLDER" or "NOTEHOLDER" means, with respect to a Note, the Person in
whose name such Note is registered in the Note Register.

         "INDEMNIFICATION AGREEMENT" shall have the meaning specified in the
Insurance Agreement.

         "INDENTURE" means the Indenture, dated as of the date hereof, between
the Issuer and the Indenture Trustee.

         "INDENTURE EVENT OF DEFAULT" means an Event of Default as set forth in
Section 5.01 of the Indenture.

         "INDENTURE TRUSTEE" means JPMorgan Chase Bank, not in its individual
capacity but solely as the Indenture Trustee under the Indenture, its successors
in interest and any successor Indenture Trustee under the Indenture.

         "INITIAL CAPITALIZED INTEREST AMOUNT" means $604,889.69.

         "INITIAL CONTRACTS" means the Contracts designated as such in Schedule
I-A attached hereto.

         "INITIAL CUT-OFF DATE" means January 1, 2003.

         "INSOLVENCY PROCEEDING" shall have the meaning specified in Section
7.05.

         "INSURANCE AGREEMENT" means the Insurance and Indemnity Agreement, to
be dated as of the Closing Date, among the Insurer, the Seller, and Onyx in its
individual capacity and as Servicer, as amended, modified or restated from time
to time.

         "INSURED AMOUNT" means, with respect to each Distribution Date, the sum
of (i) the Deficiency Amount for such Distribution Date and (ii) the Avoided
Payment Amount for such Distribution Date.

         "INSURER" means XL Capital Assurance Inc. or its successors in
interest.

         "INSURER DEFAULT" means the occurrence and continuance of any of the
following:

                  (i)               the Insurer shall have failed to make a
                                    payment required to be made under the Policy
                                    in accordance with its terms;

                  (ii)              the Insurer shall have (a) filed a petition
                                    or commenced any case or proceeding under
                                    any provision or chapter of the United
                                    States Bankruptcy Code or any other similar
                                    federal or state law relating to insolvency,
                                    bankruptcy, rehabilitation, liquidation or
                                    reorganization, (b) made a general
                                    assignment for the benefit of its creditors
                                    or (c) had an order for relief entered
                                    against it under the United States
                                    Bankruptcy Code or any other similar federal
                                    or state

                                      -8-
<PAGE>
                                    law relating to insolvency, bankruptcy,
                                    rehabilitation, liquidation or
                                    reorganization which is final and
                                    nonappealable; or

                  (iii)             a court of competent jurisdiction, the New
                                    York Department of Insurance or other
                                    competent regulatory authority shall have
                                    entered a final and nonappealable order,
                                    judgment or decree (a) appointing a
                                    custodian, trustee, agent or receiver for
                                    the Insurer or for all or any material
                                    portion of its property or (b) authorizing
                                    the taking of possession by a custodian,
                                    trustee, agent or receiver of the Insurer
                                    (or the taking of possession of all or any
                                    material portion of the property of the
                                    Insurer).

         "INSURER DEFENSE COSTS" means, all costs and expenses of the Insurer
(including costs and expenses of the Trust Agent, the Indenture Trustee or the
Owner Trustee that the Insurer may have paid) in connection with any action,
proceeding or investigation that could adversely affect the Trust or the Trust
Estate or the rights or obligations of the Insurer under any of the
Indemnification Agreement (as defined in the Insurance Agreement), the Basic
Documents or any other document delivered with respect thereto, including
(without limitation) any judgment or settlement entered into affecting the
Insurer or the Insurer's interests, together with interest thereon at a rate
equal to the Base Rate (as defined in the Insurance Agreement) from time to time
in effect plus 1% from the date such expenses are incurred up to but not
including the date such expenses are paid.

         "INTEREST ACCRUAL PERIOD" means, with respect to any Distribution Date,
the period from and including the Distribution Date immediately preceding such
Distribution Date (or, in the case of the first Distribution Date, from and
including the Closing Date) to but excluding such Distribution Date; in the case
of the first Distribution Date, the Interest Accrual Period for the Class A-1
Notes will constitute 16 days.

         "INTEREST RATE" means the Class A-1 Rate, the Class A-2 Rate, the Class
A-3 Rate or the Class A-4 Rate, as the case may be.

         "ISSUER" means Onyx Acceptance Owner Trust 2003-A and its successors.

         "LIEN" means a security interest, lien, charge, pledge, equity or
encumbrance of any kind, other than tax liens, mechanics' liens and any liens
that attach to the respective Contract by operation of law.

         "LIQUIDATED CONTRACT" means a Contract that (i) is the subject of a
Full Prepayment; (ii) is a Defaulted Contract with respect to which Liquidation
Proceeds constituting, in the Servicer's reasonable judgment, the final amounts
recoverable have been received and deposited in the Collection Account; (iii) is
paid in full on or after its Maturity Date; or (iv) has been a Defaulted
Contract for four or more Collection Periods and as to which Liquidation
Proceeds have not been deposited in the Collection Account; provided, however,
that in any event a Contract that is delinquent in the amount of five monthly
installments of Monthly P&I at the end of a Collection Period shall be deemed to
be a Liquidated Contract and shall be deemed to have a Principal Balance of
zero.

                                      -9-
<PAGE>
         "LIQUIDATION EXPENSES" means reasonable out-of-pocket expenses (not to
exceed Liquidation Proceeds), other than any overhead expenses, incurred by the
Servicer in connection with the realization of the full amounts due under any
Defaulted Contract (including the attempted liquidation of a Contract which is
brought current and is no longer in default during such attempted liquidation)
and the sale of any property acquired in respect thereof which are not
recoverable as proceeds paid by any insurer under a comprehensive and collision
insurance policy related to the Contract. Liquidation Expenses shall not include
any late fees or other administrative fees and expenses or similar charges
collected with respect to a Contract.

         "LIQUIDATION PROCEEDS" means amounts received by the Servicer (before
reimbursement for Liquidation Expenses) in connection with the realization of
the full amounts due and to become due under any Defaulted Contract and the sale
of any property acquired in respect thereof.

         "MANDATORY PARTIAL REDEMPTION AMOUNT" means the balance (excluding
investment earnings) remaining on deposit in the Prefunding Account on the
Mandatory Partial Redemption Date after giving effect to the sale to the Trust
of all Prefunded Contracts sold to the Trust during the Funding Period,
including any such acquisition and conveyance on the date on which the Funding
Period ends.

         "MANDATORY PARTIAL REDEMPTION DATE" means the Distribution Date on
which the Notes are partially prepaid pursuant to Section 4.07, which
Distribution Date shall be the Distribution Date immediately succeeding the date
on which the Funding Period ends in the event that any amount remains on deposit
in the Prefunding Account after giving effect to the sale to the Trust of all
Prefunded Contracts sold to the Trust during the Funding Period, including any
acquisition and conveyance on the date on which the Funding Period ends.

         "MATURITY DATE" means, with respect to any Contract, the date on which
the last scheduled payment of such Contract shall be due and payable as such
date may be extended pursuant to Section 3.02.

         "MAXIMUM CAPITALIZED INTEREST AMOUNT" means, with respect to each
Distribution Date following a Collection Period during which amounts are on
deposit in the Prefunding Account, an amount equal to the sum of the Note
Interest Distributable Amount (assuming no further reductions in principal on
the Notes) for each remaining Distribution Date during the Funding Period and
for the Distribution Date immediately following the Funding Period, plus the sum
of the fees payable to the Owner Trustee, the Indenture Trustee and the Trust
Agent and the premium payable to the Insurer for each such Distribution Date, in
each case, allocable to the balance in the Prefunding Account on the opening of
business on the first day of the beginning of the month in which the Maximum
Capitalized Interest Amount is being calculated for the Distribution Date in
that same month, on a pro rata basis, minus the earnings to be received by the
Indenture Trustee on behalf of the Trust through April 30, 2003 from investment
of the funds on deposit in the Prefunding Account, assuming that no additional
Prefunded Contracts are conveyed to the Trust and that interest at a rate of
0.75% per annum is earned on amounts on deposit in the Prefunding Account.

                                      -10-
<PAGE>
         "MONTHLY P&I" means, with respect to any Contract, the amount of each
monthly installment of principal and interest payable to the Obligee of such
Contract in accordance with the terms thereof, exclusive of any charges
allocable to the financing of any insurance premium and charges which represent
late payment charges or extension fees.

         "MOODY'S" means Moody's Investors Service, Inc., and its successors in
interest.

         "NET COLLECTIONS" means, with respect to any Distribution Date and the
related Collection Period, the sum of (i) all payments of Monthly P&I, all
partial prepayments, all Full Prepayments, Net Liquidation Proceeds and Net
Insurance Proceeds in each case, collected with respect to the Contracts during
such Collection Period, less partial prepayments of Precomputed Contracts
collected with respect to the Contracts during such Collection Period which are
deposited in the Payahead Account pursuant to Section 4.02(a), (ii) amounts
withdrawn from the Payahead Account pursuant to Section 4.01(b) and deposited in
the Collection Account with respect to such Distribution Date, and (iii) the
aggregate Purchase Amount for Purchased Contracts deposited in or credited to
the Collection Account pursuant to Section 4.02(a) on the Business Day preceding
the Servicer Report Date next preceding such Distribution Date.

         "NET INSURANCE PROCEEDS" means, with respect to any Contract, proceeds
paid by any insurer under a comprehensive and collision insurance policy related
to such Contract (other than funds used for the repair of the related Financed
Vehicle or otherwise released by Onyx to the related Obligor in accordance with
normal servicing procedures), after reimbursement to the Servicer of expenses
recoverable under such policy.

         "NET LIQUIDATION PROCEEDS" means the amount derived by subtracting from
the Liquidation Proceeds of a Contract the related Liquidation Expenses.

         "NET YIELD" means, on any day, the percentage equivalent of (a) four
multiplied by (b) a fraction the numerator of which is equal to (i) the sum of
(x) the aggregate of all interest collected on Contracts during the three
immediately preceding Collection Periods, (y) the investment earnings on amounts
deposited in the Prefunding Account transferred to the Payment Account with
respect to the three immediately preceding Distribution Dates and (z) the
amounts transferred from the Capitalized Interest Account to the Payment Account
with respect to the three immediately preceding Distribution Dates, minus (ii)
the sum of (A) the aggregate outstanding principal balances of Contracts which
became Liquidated Contracts other than by virtue of a Full Prepayment during
such three Collection Periods (less any Net Liquidation Proceeds received with
respect to such Liquidated Contracts during such three Collection Periods) and
(B) interest paid to the Noteholders and the Servicing Fees paid to the Servicer
during such three Collection Periods, and the denominator of which is equal to
the average of the Pool Balances as of the last day of each of such three
immediately preceding Collection Periods.

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

         "NOTE DISTRIBUTABLE AMOUNT" means, with respect to any Distribution
Date, the sum of the Note Principal Distributable Amount and the Note Interest
Distributable Amount for such Distribution Date.

                                      -11-
<PAGE>
         "NOTE DISTRIBUTION ACCOUNT" means the account established and
maintained as such pursuant to Section 4.01.

         "NOTE FINAL SCHEDULED DISTRIBUTION DATE" means the Class A-1 Final
Scheduled Distribution Date, the Class A-2 Final Scheduled Distribution Date,
the Class A-3 Final Scheduled Distribution Date or the Class A-4 Final Scheduled
Distribution Date, as the case may be.

         "NOTEHOLDER" shall mean any Holder of a Note.

         "NOTE INTEREST CARRYOVER SHORTFALL" means, with respect to any
Distribution Date and a Class of Notes, the excess, if any, of the Note Interest
Distributable Amount for such Class for the immediately preceding Distribution
Date over the amount in respect of interest that is actually deposited in the
Note Distribution Account with respect to such Class on such preceding
Distribution Date, plus, to the extent permitted by applicable law, interest on
the amount of interest due but not paid to Noteholders of such Class on the
preceding Distribution Date at the related Interest Rate for the related
Interest Accrual Period; provided, however, that the Note Interest Carryover
Shortfall for the first Distribution Date shall be zero.

         "NOTE INTEREST DISTRIBUTABLE AMOUNT" means, with respect to any
Distribution Date and a Class of Notes, the sum of (i) an amount equal to the
interest accrued during the related Interest Accrual Period at the related
Interest Rate for such Class of Notes on the outstanding principal amount of
such Class of Notes on the immediately preceding Distribution Date, after giving
effect to all payments of principal to Noteholders of such Class on or prior to
such Distribution Date (or, in the case of the first Distribution Date, on the
original principal amount of such Class of Notes) and (ii) the Note Interest
Carryover Shortfall for such Class of Notes for such Distribution Date.

         "NOTE POOL FACTOR" means, with respect to any Class of Notes as of any
Distribution Date, a six-digit decimal figure equal to the outstanding principal
amount of such Class of Notes (after giving effect to any reductions thereof to
be made on such Distribution Date) divided by the original outstanding principal
amount of such Class of Notes.

         "NOTE PRINCIPAL CARRYOVER SHORTFALL" means, as of the close of business
on any Distribution Date, the excess of the Note Principal Distributable Amount
for such Distribution Date over the amount in respect of principal that is
actually deposited in the Note Distribution Account on such Distribution Date.

         "NOTE PRINCIPAL DISTRIBUTABLE AMOUNT" means, with respect to any
Distribution Date, the sum of (i) the Regular Principal Distributable Amount for
such Distribution Date, (ii) the Accelerated Principal Distributable Amount, if
any, for such Distribution Date and (iii) any outstanding Note Principal
Carryover Shortfall for the immediately preceding Distribution Date; provided,
however, that the Note Principal Distributable Amount shall not exceed the
aggregate outstanding principal amount of the Notes. Notwithstanding the
foregoing, the Note Principal Distributable Amount on the Note Final Scheduled
Distribution Date for each Class of Notes shall not be less than the amount that
is necessary to reduce the outstanding principal amount of the related Class of
Notes to zero.

                                      -12-
<PAGE>
         "NOTE REGISTER" shall have the meaning specified in the Indenture.

         "OBLIGEE" means, with respect to any Contract, the Person to whom an
Obligor is indebted under such Contract.

         "OBLIGOR" means, with respect to any Contract, the purchaser or
co-purchasers of the Financed Vehicle and any other Person who owes payments
under such Contract.

         "OFFICERS' CERTIFICATE" means a certificate signed by the Chairman, the
President or a Vice President, and by the Treasurer, an Assistant Treasurer, the
Controller, an Assistant Controller, the Secretary or an Assistant Secretary of
any Person delivering such certificate and delivered to the Person to whom such
certificate is required to be delivered. In the case of an Officers' Certificate
of the Servicer, at least one of the signing officers must be a Servicing
Officer. Unless otherwise specified, any reference herein to an Officers'
Certificate shall be to an Officers' Certificate of the Servicer.

         "ONYX" means Onyx Acceptance Corporation and its successors in
interest.

         "OPINION OF COUNSEL" means a written opinion of counsel (who may be
counsel to the Seller or the Servicer) acceptable to the Indenture Trustee, the
Owner Trustee or the Trust Agent, as the case may be, and the Insurer.

         "ORIGINAL POOL BALANCE" means $400,000,000, which is the sum of (i) the
Principal Balances of the Initial Contracts as of the Initial Cut-Off Date, (ii)
the Principal Balances of the Subsequent Contracts as of the Subsequent Cut-Off
Date, and (iii) the initial deposit in the Prefunding Account.

         "OUTSTANDING" means with respect to a Contract and as of the time of
reference thereto, a Contract that has not reached its Maturity Date, has not
been fully prepaid, has not become a Liquidated Contract and has not been
repurchased pursuant to Section 2.03, 3.07 or 8.01.

         "OUTSTANDING PRINCIPAL BALANCE" means, as of the applicable Cut-Off
Date, (i) with respect to any Precomputed Contract, the amount set forth as the
Outstanding Principal Balance of such Contract on the Schedule of Contracts,
such amount being the total of all unpaid Monthly P&I due on or after the
Cut-Off Date, minus any unearned (or earned but unpaid) interest as of the
applicable Cut-Off Date computed in accordance with the Rule of 78's Method or
the Actuarial Method, as applicable, and (ii) with respect to any Simple
Interest Contract, the amount set forth as the Outstanding Principal Balance of
such Contract on the Schedule of Contracts, such amount being the total of all
principal payments due on or after the applicable Cut-Off Date.

         "OWNER TRUSTEE" means The Bank of New York (Delaware), not in its
individual capacity but solely as the Owner Trustee under the Trust Agreement,
its successors in interest and any successor Owner Trustee under the Trust
Agreement.

         "OWNER TRUSTEE CORPORATE TRUST OFFICE" means the principal office of
the Owner Trustee at which at any particular time its corporate trust business
shall be administered, which office at the date of the execution of this
Agreement is located at 502 White Clay Center, P.O.

                                      -13-
<PAGE>
Box 6973, Newark, Delaware 19714, Attention: Corporate Trust Department; or at
such other address as the Owner Trustee may designate from time to time by
notice to the Noteholders, the Insurer, the Servicer and the Seller.

         "PAYAHEAD ACCOUNT" means the account established and maintained as such
pursuant to Section 4.01.

         "PAYMENT ACCOUNT" means the account established and maintained as such
pursuant to Section 4.01.

         "PAYING AGENT" means (i) with respect to the Notes, the Person acting
as the "Paying Agent" under the Indenture and (ii) with respect to the Residual
Interest Instruments, the Person acting as the "Paying Agent" under the Trust
Agreement, the Trust Agent or any other Person that meets the eligibility
standards for the Paying Agent specified in the Trust Agreement and is
authorized by the Issuer to make the distributions from the Payment Account,
including distributions in respect of the Residual Interest Instruments on
behalf of the Issuer.

         "PERCENTAGE INTEREST" shall have the meaning specified in Section
4.04(d).

         "PERSON" means a legal person, including any individual, corporation,
estate, partnership, joint venture, association, joint stock company, trust,
unincorporated organization or government or any agency or political subdivision
thereof.

         "POLICY" means the financial guarantee insurance policy for the Notes,
number CA00454A, dated January 30, 2003 and issued by the Insurer to the
Indenture Trustee, guaranteeing payment of any Insured Amount, the form of which
is attached hereto as Exhibit B.

         "POOL BALANCE" as of the time of determination means the sum of (i) the
aggregate of the Principal Balances of the Contracts, exclusive of the Principal
Balances of all Contracts that are not Outstanding at the end of the Collection
Period ending immediately prior to such time of determination and (ii) the
amounts on deposit in the Prefunding Account (exclusive of any investment
earnings), if any.

         "POTENTIAL PREFERENCE PARTIES" shall have the meaning specified in
Section 4.04(d).

         "PRECOMPUTED CONTRACT" means a Contract as to which, pursuant to the
terms of such Contract, the portion of payments allocable to earned interest and
principal thereunder is determined according to the "Rule of 78's Method" or the
"Actuarial Method".

         "PREFERENCE CLAIM" shall have the meaning specified in Section 7.05.

         "PREFUNDED AMOUNT" means $172,576,007.00, the initial deposit into the
Prefunding Account.

         "PREFUNDED CONTRACTS" means the Contracts which are transferred by the
Seller to the Issuer on each Prefunding Transfer Date pursuant to this Agreement
and are identified on the schedule attached to the Transfer Certificate
delivered to the Trust, the Indenture Trustee and the Insurer on the Business
Day immediately preceding the related Prefunding Transfer Date.

                                      -14-
<PAGE>
         "PREFUNDING ACCOUNT" means the account established as such pursuant to
Section 4.01 and maintained pursuant to Section 4.07.

         "PREFUNDING CLOSING DATE" means the last day of the Funding Period, or
if such day is not a Business Day, the following Business Day.

         "PREFUNDING CLOSING DATE CERTIFICATE" means the certificate of an
officer of the Seller delivered in connection with the Prefunding Closing Date,
substantially in the form attached hereto as Exhibit C-2.

         "PREFUNDING CUT-OFF DATE" means the cut-off date specified in the
Transfer Certificate with respect to the Prefunded Contracts transferred on the
related Prefunding Transfer Date.

         "PREFUNDING TRANSFER DATE" means each day on which the Seller conveys
Prefunded Contracts to the Trust.

         "PREMIUM" shall have the meaning specified in the Insurance Agreement.

         "PRINCIPAL BALANCE" means, with respect to a Contract, as of any date,
the Amount Financed under the terms of such Contract minus (i) that portion of
Monthly P&I in respect of such Contract received on or prior to the end of the
most recently ended Collection Period and allocable to principal as determined
by the Servicer and (ii) any Cram Down Loss incurred in respect of such Contract
on or prior to the end of the most recently ended Collection Period. For
purposes of this definition, allocations of Monthly P&I on each Contract by the
Servicer shall be made in accordance with the terms of such Contract, in the
case of a Simple Interest Contract or an Actuarial Contract, or in accordance
with the Recomputed Actuarial Method, in the case of a Rule of 78's Contract.

         "PURCHASE AGREEMENT" means the Second Amended and Restated Sale and
Servicing Agreement dated as of November 30, 2001 between Onyx, as seller and
servicer, and the Seller, as purchaser, as such agreement may have been or may
be modified, supplemented or amended from time to time.

         "PURCHASE AMOUNT" means, with respect to a Purchased Contract, the
Principal Balance of such Contract as of the date of purchase of such Contract
plus interest on such Contract through the date of such purchase, to the extent
not previously collected.

         "PURCHASED CONTRACT" means a Contract that (i) has been purchased by
the Servicer or the Seller because of certain material defects in documents
related to such Contract or certain breaches of representations and warranties
regarding such Contract made by the Seller in this Agreement that materially and
adversely affect the interests of the Noteholders or the Insurer, (ii) has been
purchased by the Servicer because of certain breaches of servicing covenants or
(iii) has been purchased by the Servicer in the event of an optional purchase of
all of the Contracts pursuant to Section 8.01

         "RATING AGENCIES" means Moody's and Standard & Poor's.

         "RATING AGENCY CONDITION" shall have the meaning set forth in the
Indenture.

                                      -15-
<PAGE>
         "RECOMPUTED ACTUARIAL METHOD" means a method of accounting pursuant to
which each payment of Monthly P&I due on a Rule of 78's Contract will be deemed
to consist of interest equal to the product of 1/12 of the Recomputed Yield for
such Contract and the Principal Balance of the Contract as of the preceding Due
Date for such Contract and of principal to the extent of the remainder of such
scheduled installment of Monthly P&I, which will cause the Outstanding Principal
Balance as of the related Cut-Off Date to be amortized in full at the Recomputed
Yield.

         "RECOMPUTED YIELD" for any Rule of 78's Contract means the per annum
rate determined as of the related Cut-Off Date, such that the net present value
of the remaining scheduled payments due on such Contract, discounted at such
rate from the Due Date for each such scheduled payment to the Due Date for such
Contract immediately preceding the related Cut-Off Date, will equal the
Outstanding Principal Balance.

         "RECORD DATE" means, with respect to a Class of Notes and any
Distribution Date, the Business Day immediately preceding such Distribution Date
or, if Definitive Notes are issued, the last day of the immediately preceding
calendar month.

         "REGISTRAR OF TITLES" means the agency, department or office having the
responsibility for maintaining records of titles to motor vehicles and issuing
documents evidencing such titles in the jurisdiction in which a particular
Financed Vehicle is registered.

         "REGULAR PRINCIPAL DISTRIBUTABLE AMOUNT" means, with respect to any
Distribution Date, the amount equal to the sum of the following amounts with
respect to the related Collection Period: (i) collections received on Contracts
(other than Liquidated Contracts and Purchased Contracts) allocable to principal
as determined by the Servicer, including full and partial principal prepayments
(other than partial prepayments on Precomputed Contracts representing amounts
not due in such Collection Period which will be deposited into the Payahead
Account in accordance with this Agreement), (ii) the Principal Balance
(immediately prior to the reduction thereof to zero as provided in the
definition of "Liquidated Contract") of all Contracts (other than Purchased
Contracts) that became Liquidated Contracts during the related Collection
Period, (iii) the Principal Balance of all Contracts that became Purchased
Contracts as of the immediately preceding Record Date and (iv) the aggregate
amount of Cram Down Losses incurred during the related Collection Period.

         "REPAYMENT AMOUNT" shall have the meaning specified in the Insurance
Agreement.

         "RESIDUAL DISTRIBUTION ACCOUNT" has the meaning set forth in the Trust
Agreement.

         "RESIDUAL INTEREST" means the residual interest in the Trust, which
represents the right to the amount remaining, if any, after all prior
distributions have been made under this Agreement, the Indenture and the Trust
Agreement on each Distribution Date and certain other rights to receive amounts
hereunder and under the Trust Agreement.

         "RESIDUAL INTEREST INSTRUMENT" shall have the meaning specified in the
Trust Agreement.

                                      -16-
<PAGE>
         "RESIDUAL INTERESTHOLDER" means each Person in whose name a Residual
Interest Instrument is registered in the Certificate Register.

         "RESPONSIBLE OFFICER" means any officer of the Indenture Trustee within
the Corporate Trust Office including any vice president, assistant vice
president, assistant treasurer, assistant secretary or any other officer of the
Indenture Trustee customarily performing functions similar to those performed by
any of the above designated officers with direct responsibility for the
administration of this Agreement.

         "RULE OF 78'S CONTRACT" means a Contract pursuant to which the
allocation between interest and principal is calculated using the Rule of 78's
Method.

         "RULE OF 78'S METHOD" means the method of allocating principal and
interest payments on a Contract whereby the amount of each payment allocable to
interest on a Contract is determined by multiplying the total amount of add-on
interest payable over the term of the Contract by a fraction, the denominator of
which is equal to the sum of a series of numbers representing the total number
of monthly payments due under the Contract and the numerator of which is the
number of payments remaining before giving effect to the payment to which the
fraction is being applied.

         "SCHEDULE OF CONTRACTS" means the list or lists of Funded Contracts
attached as Schedule I-A and Schedule I-B to this Agreement and each list of
Prefunded Contracts delivered to the Indenture Trustee, the Issuer and the
Insurer on each Prefunding Transfer Date and identified on Schedule I to the
related Transfer Certificate, which Contracts are being transferred to the Trust
as part of the Trust Property, together with supplemental data regarding the
contracts verified by the Servicer. The Schedule of Contracts attached hereto as
Schedules I-A and I-B, together with the initial deposit into the Prefunding
Account, comprises the Original Pool Balance. The following information with
respect to each Funded Contract is set forth on Schedule I-A and Schedule I-B in
columns, and any supplement to the Schedule of Contracts for Prefunded Contracts
will present the information in the same format:

                  Contract Number ("Account")
                  Date of Origination ("Discount Date")
                  Maturity Date ("Maturity")
                  Monthly P&I ("Payment")
                  Original Principal Balance ("Amount Financed")
                  Outstanding Principal Balance ("Net Balance")
                  Annual Percentage Rate ("APR")

In addition, the information contained in the Schedule of Contracts shall also
be contained on a computer disk or tape that shall be delivered by the Servicer
to the Indenture Trustee not later than (i) the 5th Business Day following the
Closing Date, with respect to the Funded Contracts and (ii) the 5th Business Day
following the related Prefunding Transfer Date, with respect to the Prefunded
Contracts.

         "SCHEDULED PAYMENT AMOUNT" means (a) as of any Distribution Date, the
sum of (i) the Servicing Fee for such Distribution Date (including any accrued
and unpaid Servicing Fees with

                                      -17-
<PAGE>
respect to one or more prior Collection Periods), (ii) any accrued and unpaid
fees of the Indenture Trustee, the Owner Trustee and the Trust Agent for such
Distribution Date, in each case to the extent such fees have not been previously
paid by the Servicer or the Administrator, (iii) the Note Interest Distributable
Amount for each Class of Notes for such Distribution Date, and (iv) if such
Distribution Date is the Note Final Scheduled Distribution Date for a Class of
Notes, the Note Principal Distributable Amount for such Class of Notes, to the
extent of the outstanding principal amount of such Class of Notes immediately
prior to such Distribution Date; provided, however, that, in each case, the
Scheduled Payment Amount shall be determined in accordance with the original
terms of the Notes when issued and without regard to any subsequent amendment or
modification of the Notes that has not been consented to in writing by the
Insurer.

         "SELLER" means Onyx Acceptance Financial Corporation, in its capacity
as the Seller of the Contracts under this Agreement, and each successor thereto
(in the same capacity) pursuant to Section 5.02.

         "SERVICER" means Onyx in its capacity as the servicer of the Contracts
under Section 3.01, and, in each case upon succession in accordance herewith,
each successor servicer in the same capacity pursuant to Section 3.01 and each
successor servicer pursuant to Section 7.02.

         "SERVICER DEFAULT" means an event specified in Section 7.01.

         "SERVICER REPORT DATE" means, with respect to any Distribution Date,
the fifth Business Day prior to such Distribution Date.

         "SERVICING FEE" means, as to any Distribution Date, the fee payable to
the Servicer for services rendered during the Collection Period ending
immediately prior to such Distribution Date, which shall be an amount equal to
the product of one-twelfth of 1% per annum multiplied by the Pool Balance
(excluding amounts on deposit in the Prefunding Account) as of the end of the
Collection Period preceding the related Collection Period.

         "SERVICING OFFICER" means any officer of the Servicer involved in, or
responsible for, the administration and servicing of the Contracts whose name
appears on a list of servicing officers furnished to the Indenture Trustee by
the Servicer pursuant to Section 3.01, as such list may be amended or
supplemented from time to time.

         "SERVICING STANDARDS" means at any time the quality of the Servicer's
performance with respect to (i) compliance with the terms of this Agreement and
(ii) adequacy, measured in accordance with industry standards and current and
historical standards of the Servicer, in respect of the servicing of all
Contracts serviced by the Servicer, regardless of whether any such Contract is
owned by the Servicer or otherwise.

         "SIMPLE INTEREST CONTRACT" means a Contract as to which the portion of
payments allocable to earned interest and principal thereunder is determined
according to the Simple Interest Method. For such Contracts, interest accrued as
of the Due Date is paid first, and then the remaining payment is applied to the
unpaid principal balance. Accordingly, if an Obligor pays the fixed monthly
installment in advance of the Due Date, the portion of the payment

                                      -18-
<PAGE>
allocable to interest for the period since the preceding payment will be less
than it would be if the payment were made on the Due Date, and the portion of
the payment allocable to reduce the principal balance will be correspondingly
greater. Conversely, if an Obligor pays the fixed monthly installment after its
Due Date, the portion of the payment allocable to interest for the period since
the preceding payment will be greater than it would be if the payment were made
on the Due Date, and the portion of the payment allocable to reduce the
principal balance will be correspondingly smaller. When necessary, an adjustment
will be made at the maturity of the Contract to the scheduled final payment to
reflect the larger or smaller, as the case may be, allocations of payments to
the amount financed under the Contract as a result of early or late payments, as
the case may be.

         "SIMPLE INTEREST METHOD" means the method for calculating interest on a
Contract whereby interest due is calculated each day based on the actual
principal balance of the Contract on that day.

         "SPREAD ACCOUNT" means the account established and maintained as such
pursuant to Section 4.01.

         "SPREAD ACCOUNT MAXIMUM" shall have the meaning set forth in the
Insurance Agreement.

         "STANDARD & POOR'S" means Standard & Poor's Ratings Services, a
division of The McGraw-Hill Companies, Inc., and its successors in interest.

         "SUBSEQUENT CONTRACTS" means the Contracts designated as such in
Schedule I-B attached hereto, which have an aggregate Outstanding Principal
Balance of $103,997,934.11.

         "SUBSEQUENT CUT-OFF DATE" means as of the close of business on January
28, 2003.

         "SUCCESSOR CUSTODIAN" shall have the meaning set forth in Section
2.04(b).

         "TITLE DOCUMENT" means, with respect to any Financed Vehicle, the
certificate of title for, or other evidence of ownership of, such Financed
Vehicle issued by the Registrar of Titles in the jurisdiction in which such
Financed Vehicle is registered. For Financed Vehicles registered in certain
states, the Title Document may consist of electronic evidence of ownership on
the electronic lien and title systems of such states.

         "TRANSFER CERTIFICATE" means the certificate of an officer of the
Seller delivered in connection with the delivery of any Prefunded Contracts on
the Business Day immediately preceding a Prefunding Transfer Date, substantially
in the form attached hereto as Exhibit C-1.

         "TRUST" means the Issuer.

         "TRUST ACCOUNT PROPERTY" means the Trust Accounts, all amounts and
investments held from time to time in any Trust Account (whether in the form of
deposit accounts, physical property, book-entry securities, uncertificated
securities or otherwise) and all proceeds of the foregoing.

                                      -19-
<PAGE>
         "TRUST ACCOUNTS" shall have the meaning specified in Section 4.01(a).

         "TRUST AGENT" means JPMorgan Chase Bank, not in its individual capacity
but solely as the Trust Agent under the Trust Agreement and this Agreement
acting on behalf of the Owner Trustee, its successors in interest, and any
successor Trust Agent under such agreements.

         "TRUST AGENT OFFICE" means the principal office of the Trust Agent,
which office at the date of the execution of this Agreement is located at 4 New
York Plaza, 6th Floor, New York, New York 10004, Attention: Institutional Trust
Services/Structured Finance Services - Onyx Acceptance Owner Trust 2003-A; or at
such other address as the Trust Agent may designate from time to time by notice
to the Noteholders, the Insurer, the Servicer and the Seller.

         "TRUST AGREEMENT" means the Trust Agreement, dated as of January 1,
2003, among the Depositor, the Owner Trustee and the Trust Agent.

         "TRUST PROPERTY" has the meaning set forth in Section 2.01(b) hereof.

         "UCC" means the Uniform Commercial Code as in effect in the applicable
jurisdiction.

                  SECTION 1.02      USAGE OF TERMS.

         With respect to all terms in this Agreement, the singular includes the
plural and the plural the singular; words importing any gender include the other
genders; references to "writing" include printing, typing, lithography and other
means of reproducing words in a visible form; references to agreements and other
contractual instruments include all amendments, modifications and supplements
thereto or any changes therein entered into in accordance with their respective
terms and not prohibited by this Agreement; references to Persons include their
permitted successors and assigns; and the term "including" means "including
without limitation."

                  SECTION 1.03      SECTION REFERENCES.

         All section references, unless otherwise indicated, shall be to
Sections in this Agreement.

                  SECTION 1.04      CALCULATIONS.

         Interest on the Notes will be calculated on the basis of a 360-day year
of twelve 30-day months, except that interest on the Class A-1 Notes will be
calculated on the basis of a 360-day year and the actual number of days in the
related Interest Accrual Period. Collections of interest on Rule of 78's
Contracts shall be calculated as if such Contracts were actuarial contracts the
scheduled principal balances of which are the Principal Balances thereof, and
collections of interest on Simple Interest Contracts and Actuarial Contracts
will be calculated in accordance with the terms thereof.

                  SECTION 1.05      ACCOUNTING TERMS.

         All accounting terms used but not specifically defined herein shall be
construed in accordance with generally accepted accounting principles in the
United States of America.

                                      -20-
<PAGE>
                                   ARTICLE II

                            CONVEYANCE OF CONTRACTS;
                  REPRESENTATIONS AND WARRANTIES OF THE SELLER

                  SECTION 2.01      CONVEYANCE OF CONTRACTS.

                  (a)      In consideration of the Issuer's delivery of
         authenticated Notes, in an aggregate amount equal to $400,000,000, to
         or upon the order of the Seller, effective upon the Closing Date, the
         Seller hereby sells, grants, transfers, conveys and assigns to the
         Issuer, without recourse (except as expressly provided in Section 2.03
         hereof), all of the right, title and interest of the Seller in, to and
         under:

                  (i)               the Funded Contracts listed in the Schedule
                                    of Contracts;

                  (ii)              all monies received under the Funded
                                    Contracts on or after the related Cut-Off
                                    Date;

                  (iii)             all Net Liquidation Proceeds and Net
                                    Insurance Proceeds with respect to any
                                    Financed Vehicle to which a Funded Contract
                                    relates received on or after the related
                                    Cut-Off Date;

                  (iv)              the Contract Documents and Contract Files
                                    relating to the Funded Contracts (except the
                                    Contract Documents and Contract Files for
                                    Funded Contracts which have been the subject
                                    of a Full Prepayment received on or after
                                    the related Cut-Off Date but no later than
                                    two Business Days prior to the Closing Date,
                                    in lieu of which the Seller shall have
                                    deposited in or credited to the Collection
                                    Account on or prior to the Closing Date an
                                    amount equal to such Full Prepayment);

                  (v)               the Trust Accounts and all amounts,
                                    financial assets and investment property
                                    held therein or credited thereto, including,
                                    if applicable, all Eligible Investments
                                    credited thereto (but excluding (A) the
                                    Payahead Account and all amounts, financial
                                    assets and investment property held therein
                                    or credited thereto, including all Eligible
                                    Investments credited thereto and (B)
                                    investment income credited to the Collection
                                    Account);

                  (vi)              the right of the Seller, as purchaser under
                                    the Purchase Agreement, to cause Onyx as
                                    seller thereunder to repurchase Funded
                                    Contracts listed in the Schedule of
                                    Contracts under certain circumstances (such
                                    right may be enforced by the Issuer or the
                                    Indenture Trustee at the direction of the
                                    Insurer);

                  (vii)             any and all security interests of the Seller
                                    in the Financed Vehicles and the rights to
                                    receive proceeds from claims on certain
                                    insurance

                                      -21-
<PAGE>
                                    policies covering the Financed Vehicles or
                                    the individual Obligors under each related
                                    Funded Contract;

                  (viii)            the Seller's right to proceeds under the
                                    Blanket Insurance Policy with respect to the
                                    Funded Contracts; and

                  (ix)              all proceeds in any way delivered with
                                    respect to the foregoing, all rights to
                                    payments with respect to the foregoing and
                                    all rights to enforce the foregoing.

                  (b)      Subject to the conditions set forth in Section
         2.01(c), in consideration of the Issuer's delivery of authenticated
         Notes, in an aggregate amount equal to $400,000,000, to or upon the
         order of the Seller, effective upon the Closing Date, the Seller hereby
         sells, grants, transfers, conveys and assigns to the Issuer, without
         recourse (except as expressly provided in Section 2.03 hereof)
         effective upon delivery to the Issuer on the related Prefunding
         Transfer Date against payment therefor from the Prefunding Account in
         accordance Section 4.07(b), all of the right, title and interest of the
         Seller in, to and under:

                  (i)               all Prefunded Contracts listed on each
                                    Transfer Certificate;

                  (ii)              all monies received under the Prefunded
                                    Contracts on or after the related Prefunding
                                    Cut-Off Date;

                  (iii)             all Net Liquidation Proceeds and Net
                                    Insurance Proceeds with respect to any
                                    Financed Vehicle to which a Prefunded
                                    Contract relates received on or after the
                                    related Prefunding Cut-Off Date;

                  (iv)              the Contract Documents and Contract Files
                                    relating to the Prefunded Contracts;

                  (v)               the right of the Seller, as purchaser under
                                    the Purchase Agreement, to cause Onyx as
                                    seller thereunder to repurchase Prefunded
                                    Contracts listed on any Transfer Certificate
                                    under certain circumstances;

                  (vi)              any and all security interests of the Seller
                                    in the related Financed Vehicles and the
                                    rights to receive proceeds from claims on
                                    certain insurance policies covering such
                                    Financed Vehicles or the individual Obligors
                                    under each related Prefunded Contract;

                  (vii)             the Seller's right to proceeds under the
                                    Blanket Insurance Policy with respect to the
                                    Prefunded Contracts; and

                  (viii)            all proceeds in any way delivered with
                                    respect to the foregoing, all rights to
                                    payments with respect to the foregoing and
                                    all rights to enforce the foregoing.

                                      -22-
<PAGE>
         The foregoing items of property listed in Sections 2.01(a) and (b),
together with the rights of the Indenture Trustee under the Policy, are
collectively referred to as the "TRUST PROPERTY". In addition, on or prior to
the Closing Date, the Seller shall cause the Insurer to deliver the Policy to
the Indenture Trustee for the benefit of the Noteholders.

         It is the intention of the Seller and the Issuer that the assignment
and transfer herein contemplated constitute (and shall be construed and treated
for all purposes as) a true and complete sale of the Trust Property (other than
the Spread Account and the Policy), conveying good title thereto free and clear
of any liens and encumbrances, from the Seller to the Issuer. However, in the
event that such conveyance is deemed to be a pledge to secure a loan (in spite
of the express intent of the parties hereto that this conveyance constitutes,
and shall be construed and treated for all purposes, as a true and complete
sale), the Seller hereby grants to the Issuer, for the benefit of the
Noteholders and the Insurer, a first priority perfected security interest in all
of the Seller's right, title and interest in the Trust Property whether now
existing or hereafter created and all proceeds of the foregoing to secure the
loan deemed to be made in connection with such pledge and, in such event, this
Agreement shall constitute a security agreement under applicable law.

                  (c)      The sale and assignment of the Prefunded Contracts
         and the other property and rights related thereto described in Section
         2.01(b) shall be subject to the satisfaction of each of the following
         conditions, as well as the conditions set forth in Section 4.08, as of
         the related Prefunding Transfer Date, as applicable:

                  (i)               the Seller shall have delivered to the
                                    Custodian, on behalf of the Issuer, the
                                    Prefunded Contracts, and the Seller shall
                                    have delivered to the Issuer, the Indenture
                                    Trustee and the Insurer, on the Business Day
                                    immediately preceding the related Prefunding
                                    Transfer Date, a duly executed Transfer
                                    Certificate, substantially in the form of
                                    Exhibit C-1;

                  (ii)              the Servicer and the Seller shall certify to
                                    the Indenture Trustee and the Insurer that,
                                    as of the Prefunding Transfer Date, the
                                    Servicer and the Seller, respectively, were
                                    not insolvent nor were they made insolvent
                                    by such transfer nor were they aware of any
                                    such pending insolvency;

                  (iii)             the Seller shall certify to the Indenture
                                    Trustee and the Insurer that the addition of
                                    such Prefunded Contracts will not result in
                                    a material adverse tax consequence to the
                                    Issuer or the Noteholders;

                  (iv)              the Funding Period shall not have
                                    terminated;

                  (v)               the Seller and the Servicer shall certify to
                                    the Indenture Trustee and the Insurer that
                                    no selection procedures believed by the
                                    Seller or the Servicer to be adverse to the
                                    interests of the Noteholders or the Insurer
                                    shall have been utilized in selecting the
                                    Prefunded Contracts;

                                      -23-
<PAGE>
                  (vi)              the Seller and the Insurer shall not have
                                    been advised by either Rating Agency on or
                                    before the Business Day immediately
                                    preceding such Prefunding Transfer Date that
                                    the conveyance of the Prefunded Contracts
                                    would result in a qualification,
                                    modification or withdrawal of its then
                                    current rating of the Notes without regard
                                    to the Policy;

                  (vii)             the weighted average APR (using the
                                    Recomputed Yield for the Rule of 78's
                                    Contracts) of the Contracts (after giving
                                    effect to the purchase of the related
                                    Prefunded Contracts) shall not be less than
                                    9.65%;

                  (viii)            less than 20% of the Prefunded Contracts
                                    transferred by the Seller to the Issuer
                                    since the Closing Date, including all
                                    Prefunded Contracts being transferred on
                                    such Prefunding Transfer Date, shall have an
                                    original term to maturity of more than 60
                                    months and the weighted average remaining
                                    term of all Contracts (including the
                                    Prefunded Contracts) as of such Prefunding
                                    Transfer Date shall not be greater than 60
                                    months;

                  (ix)              if the balance in the Prefunding Account
                                    prior to such Prefunding Transfer Date
                                    exceeds $30,000,000, the aggregate
                                    Outstanding Principal Balance, as of the
                                    related Prefunding Cut-Off Date, of the
                                    Prefunded Contracts to be conveyed by the
                                    Seller to the Issuer on such Prefunding
                                    Transfer Date shall equal or exceed
                                    $10,000,000 and the Insurer shall have
                                    consented to such transfer;

                  (x)               at least three Business Days prior to each
                                    Prefunding Transfer Date, the Seller shall
                                    have delivered to the Rating Agencies and
                                    the Insurer pool stratification data
                                    (including data with respect to when the
                                    first scheduled payment is due under each
                                    such Prefunded Contract) relating to the
                                    Prefunded Contracts to be conveyed by the
                                    Seller to the Issuer on such Prefunding
                                    Transfer Date, in the form of stratification
                                    data delivered to the Rating Agencies and
                                    the Insurer with respect to the Funded
                                    Contracts, and, as of the related Prefunding
                                    Cut-Off Date, shall have certified that the
                                    information contained therein is true and
                                    correct; and

                  (xi)              The first scheduled monthly payment for at
                                    least 50% of the Prefunded Contracts (by
                                    Outstanding Principal Balance as of the
                                    related Prefunding Cut-Off Date) shall be
                                    due on or before April 30, 2003.

                  (d)      As of the Closing Date, the Issuer acknowledges the
         conveyance to it of the Trust Property from the Seller, including all
         right, title and interest of the Seller in and to the Trust Property,
         receipt of which is hereby acknowledged by the Issuer. Concurrently
         with such delivery and in exchange therefor, the Issuer has pledged to
         the

                                      -24-
<PAGE>
         Indenture Trustee, for the benefit of the Noteholders and the Insurer,
         the Trust Property and the Indenture Trustee, pursuant to the written
         instructions of the Issuer, has executed and caused to be authenticated
         and delivered the Notes to the Seller or its designee, upon the order
         of the Issuer.

                  (e)      In connection with the sale of the Contracts pursuant
         to the Purchase Agreement, Onyx filed with the office of the Secretary
         of State of the State of Delaware a UCC-1 financing statement naming
         Onyx as debtor, naming the Seller as secured party and including the
         Contracts in the description of the collateral, such filing made in
         order to continue the effectiveness of a financing statement naming
         Onyx as debtor and the Seller as secured party filed with the office of
         the Secretary of State of the State of California prior to July 1,
         2001. In connection with the sale of the Contracts pursuant to this
         Agreement, the Seller has filed or caused to be filed with the
         Secretary of State of the State of Delaware a UCC-1 financing statement
         naming the Seller as debtor, naming the Issuer as secured party, naming
         the Indenture Trustee, on behalf of the Noteholders, as assignee, and
         including the Contracts in the description of the collateral. In
         connection with the pledge of the Contracts pursuant to the Indenture,
         the Trust has filed with the offices of the Secretary of State of the
         State of Delaware UCC-1 financing statements naming the Trust as debtor
         and the Indenture Trustee, on behalf of the Noteholders and the
         Insurer, as secured party. The grant of a security interest to the
         Indenture Trustee and the rights of the Indenture Trustee in the
         Contracts shall be governed by the Indenture.

         The Seller shall have caused UCC-3 partial releases to have been filed
with the office of Secretary of State of the State of Delaware with respect to
any outstanding security interests in the Contracts.

                  (f)      From time to time, the Servicer shall cause to be
         taken such actions as are necessary to continue the perfection of the
         respective interests of the Trust and the Indenture Trustee in the
         Contracts and to continue the first priority security interest of the
         Indenture Trustee in the Financed Vehicles and their proceeds (other
         than, as to such priority, any statutory lien arising by operation of
         law after the Closing Date which is prior to such interest), including,
         without limitation, the filing of financing statements, amendments
         thereto or continuation statements and the making of notations on
         records or documents of title.

                  (g)      If any change in the name, identity or corporate
         structure of the Seller or Onyx or the relocation of the state of
         organization of either of them would make any financing or continuation
         statement or notice of lien filed under this Agreement or the other
         Basic Documents misleading within the meaning of applicable provisions
         of the UCC or any title statute, the Insurer must have been provided
         prior written consent to such change and the Servicer, within the time
         period required by applicable law, shall file such financing statements
         or amendments as may be required to preserve and protect the interests
         of the Trust, the Indenture Trustee, the Noteholders and the Insurer in
         the Contracts, the related Financed Vehicles and the proceeds thereof.
         Promptly thereafter, the Servicer shall deliver to the Trust, the
         Indenture Trustee and the Insurer an Opinion of Counsel stating that,
         in the opinion of such counsel, all financing statements or amendments
         necessary fully to preserve and protect the interests of the Trust, the

                                      -25-
<PAGE>
         Indenture Trustee, the Noteholders and the Insurer in the Contracts,
         the related Financed Vehicles and the proceeds thereof have been filed,
         and reciting the details of such filings.

                  (h)      During the term of this Agreement, the Seller and
         Onyx shall each continue to be an organization organized under the laws
         of one of the states of the United States.

                  (i)      The Servicer shall pay all reasonable costs and
         disbursements in connection with the perfection and the maintenance of
         perfection, as against all third parties, of the Indenture Trustee's
         right, title and interest in and to the Contracts and in connection
         with maintaining the first priority security interest (subject to the
         security interest of the Insurer pursuant to the Insurance Agreement)
         in the Financed Vehicles and the proceeds thereof.

                  (j)      On the Prefunding Closing Date, the Seller shall:

                  (i)               deliver a certificate from each secured
                                    creditor of the Seller confirming that such
                                    creditor has no claim of any security
                                    interest in any of the Prefunded Contracts
                                    transferred during the Funding Period;

                  (ii)              deliver to each Rating Agency, the Insurer
                                    and the Indenture Trustee a Prefunding
                                    Closing Date Certificate;

                  (iii)             deliver to each Rating Agency, the Insurer
                                    and the Indenture Trustee an Opinion of
                                    Counsel with respect to the absence of
                                    negative tax consequences to the Trust, the
                                    characterization of the transfer of the
                                    Prefunded Contracts and the perfection of
                                    the Indenture Trustee's interest on behalf
                                    of the Noteholders;

                  (iv)              deliver to each Rating Agency, the Insurer
                                    and the Indenture Trustee with respect to
                                    any state (other than California) in which
                                    10% or more of the Contracts (including the
                                    Prefunded Contracts), by Outstanding
                                    Principal Balance, were originated, an
                                    opinion with respect to the perfection of
                                    the security interest of the Indenture
                                    Trustee in the Financed Vehicles securing
                                    the Contracts originated in such state; and

                  (v)               deliver to the Insurer an Opinion of Counsel
                                    to the effect that Onyx is duly qualified as
                                    a foreign corporation to do business, and is
                                    in good standing, in each of the states in
                                    which Prefunded Contracts have been
                                    originated.

         Failure to comply with any of the conditions set forth in this Section
2.01(j) on the Prefunding Closing Date shall be deemed to be a breach of a
representation and warranty with respect to each of the Prefunded Contracts to
which such failed conditions relate as of the Prefunding Closing Date.

                                      -26-
<PAGE>
                  SECTION 2.02      REPRESENTATIONS AND WARRANTIES OF THE
SELLER.

         The Seller makes the following representations and warranties on which
(i) the Issuer is deemed to have relied in acquiring the Contracts and (ii) the
Insurer is deemed to have relied in issuing the Policy; provided such
representations and warranties speak as of the execution and delivery of this
Agreement and as of the Closing Date with respect to Sections 2.02(a), (b) and
(c), and as of each Prefunding Transfer Date (with respect to the Prefunded
Contracts conveyed to the Trust on such date) with respect to Sections 2.02(a)
and (d), but shall survive the sale, transfer and assignment of the Contracts to
the Issuer and the pledge thereof to the Indenture Trustee pursuant to the
Indenture.

                  (a)      As to the Seller:

                  (i)               The Seller is duly organized and validly
                                    existing as a corporation organized and
                                    existing and in good standing under the laws
                                    of the State of Delaware, with power and
                                    authority to own its properties and to
                                    conduct its business and had at all relevant
                                    times, and has, power, authority, and legal
                                    right to originate or acquire and own the
                                    Contracts.

                  (ii)              The Seller is duly qualified to do business
                                    as a foreign corporation in good standing,
                                    and shall have obtained all necessary
                                    licenses and approvals in all jurisdictions
                                    in which the ownership or lease of property
                                    or the conduct of its business requires such
                                    qualifications.

                  (iii)             The Seller has the power and authority to
                                    execute and deliver this Agreement and to
                                    carry out its terms; the Seller has full
                                    power and authority to sell and assign the
                                    property to be sold and assigned to and
                                    deposited with the Issuer and has duly
                                    authorized such sale and assignment to the
                                    Issuer by all necessary corporate action;
                                    and the execution, delivery, and performance
                                    of this Agreement has been duly authorized
                                    by the Seller by all necessary corporate
                                    action.

                  (iv)              This Agreement constitutes (A) a valid sale,
                                    transfer, and assignment of the Contracts,
                                    enforceable against creditors of and
                                    purchasers from the Seller and (B) a legal,
                                    valid, and binding obligation of the Seller
                                    enforceable in accordance with its terms,
                                    except as such enforceability may be limited
                                    by bankruptcy, insolvency, reorganization,
                                    or other similar laws affecting the
                                    enforcement of creditors' rights in general
                                    and by general principles of equity,
                                    regardless of whether such enforceability
                                    shall be considered in a proceeding in
                                    equity or at law.

                  (v)               The consummation of the transactions
                                    contemplated by this Agreement and the
                                    fulfillment of the terms hereof shall not
                                    conflict

                                      -27-
<PAGE>
                                    with, result in any breach of any of the
                                    terms and provisions of, nor constitute
                                    (with or without notice or lapse of time) a
                                    default under, the certificate of
                                    incorporation or bylaws of the Seller, or
                                    any indenture, agreement, or other
                                    instrument to which the Seller is a party or
                                    by which it shall be bound; nor result in
                                    the creation or imposition of any Lien upon
                                    any of the properties of the Seller pursuant
                                    to the terms of any such indenture,
                                    agreement, or other instrument (other than
                                    pursuant to the Basic Documents to which the
                                    Seller is a party); nor violate any law or
                                    any order, rule, or regulation applicable to
                                    the Seller of any court or of any federal or
                                    state regulatory body, administrative
                                    agency, or other governmental
                                    instrumentality having jurisdiction over the
                                    Seller or its properties.

                  (vi)              To the Seller's best knowledge after due
                                    inquiry, there are no proceedings or
                                    investigations pending, or threatened,
                                    before any court, regulatory body,
                                    administrative agency, or other governmental
                                    instrumentality having jurisdiction over the
                                    Seller or its properties: (A) asserting the
                                    invalidity of this Agreement, the Notes, (B)
                                    seeking to prevent the issuance of the Notes
                                    or the consummation of any of the
                                    transactions contemplated by this Agreement,
                                    (C) seeking any determination or ruling that
                                    might materially and adversely affect the
                                    performance by the Seller of its obligations
                                    under, or the validity or enforceability of,
                                    this Agreement, the Notes, or (D) naming the
                                    Seller which might adversely affect the
                                    federal income tax attributes of the Notes.

                  (b)      As to each Funded Contract (except as noted below as
         being applicable only to either Precomputed Contracts or Simple
         Interest Contracts):

                  (i)               The information pertaining to such Contract
                                    set forth in the related Schedule of
                                    Contracts was true and correct in all
                                    material respects at the Closing Date.

                  (ii)              As of the Closing Date, such Contract was
                                    secured by a valid and enforceable first
                                    priority security interest in favor of Onyx
                                    in the related Financed Vehicle, and such
                                    security interest has been duly perfected
                                    and is prior to all other liens upon and
                                    security interests in such Financed Vehicle
                                    which now exist or may hereafter arise or be
                                    created (except, as to priority, for any
                                    lien for unpaid taxes or unpaid storage or
                                    repair charges which may arise after the
                                    Closing Date in accordance with the UCC);
                                    such security interest is assignable, had
                                    been assigned by Onyx to the Seller pursuant
                                    to the Purchase Agreement, and, as of the
                                    Closing Date, has been assigned by the
                                    Seller to the Issuer pursuant to Section
                                    2.01(a) hereof.

                                      -28-
<PAGE>
                  (iii)             (A) If the related Contract was originated
                                    in a state in which notation of a security
                                    interest on the Title Document (or in the
                                    electronic title records) is required or
                                    permitted to perfect the security interest
                                    in the related Financed Vehicle, the Title
                                    Document or the electronic title records for
                                    such Financed Vehicle shows, or, if a new or
                                    replacement Title Document is being applied
                                    for with respect to such Financed Vehicle,
                                    the Title Document will be received within
                                    180 days of the Closing Date and will show,
                                    Onyx named as the original secured party
                                    under the related Contract as the holder of
                                    a first priority security interest in such
                                    Financed Vehicle, and (B) if the related
                                    Contract was originated in a state in which
                                    the filing of a financing statement under
                                    the UCC is required to perfect a security
                                    interest in motor vehicles, such filings or
                                    recordings have been duly made and show Onyx
                                    named as the original secured party under
                                    the related Contract, and in either case,
                                    the Indenture Trustee on behalf of the
                                    Noteholders and the Insurer has the same
                                    rights as such secured party has or would
                                    have (if such secured party were still the
                                    owner of such Contract) against all parties
                                    claiming an interest in such Financed
                                    Vehicle. With respect to each Contract for
                                    which the Title Document has not yet been
                                    returned from the Registrar of Titles (or
                                    evidenced in the electronic title records),
                                    Onyx has written evidence that such Title
                                    Documents showing Onyx as first lienholder
                                    have been applied for.

                  (iv)              As of the Closing Date, the Seller had good
                                    and marketable title to and was the sole
                                    owner of each such Contract to be
                                    transferred to the Issuer pursuant to
                                    Section 2.01 free of liens, claims,
                                    encumbrances and rights of others and, upon
                                    transfer of such Contract to the Issuer
                                    pursuant to Section 2.01, the Issuer will
                                    have good and marketable title to, will have
                                    a first priority perfected security interest
                                    in and will be the sole owner of such
                                    Contract free of liens, encumbrances and
                                    rights of others.

                  (v)               As of the related Cut-Off Date, the most
                                    recent scheduled payment due on each such
                                    Contract had been made or was not delinquent
                                    more than 30 days and, to the best of the
                                    Seller's knowledge, all payments on the
                                    Contract were made by the related Obligors.

                  (vi)              As of the Closing Date, there is no lien
                                    against the related Financed Vehicle for
                                    delinquent taxes.

                  (vii)             As of the Closing Date, there is no right of
                                    rescission, offset, defense or counterclaim
                                    to the obligation of the related Obligor(s)
                                    to pay the unpaid principal or interest due
                                    under such Contract; the operation of the
                                    terms of such Contract or the exercise of
                                    any right thereunder will not render such
                                    Contract unenforceable in whole or

                                      -29-
<PAGE>
                                    in part or subject such Contract to any
                                    right of rescission, offset, defense or
                                    counterclaim, and the Seller has no
                                    knowledge that such right of rescission,
                                    offset, defense or counterclaim has been
                                    asserted or threatened.

                  (viii)            As of the Closing Date, to the best of the
                                    Seller's knowledge, there are no liens or
                                    claims which have been filed, including
                                    liens for work, labor, material, storage or
                                    unpaid taxes affecting the related Financed
                                    Vehicle which are or may become a lien prior
                                    to, or equal or coordinate with, the
                                    security interest granted by such Contract.

                  (ix)              Such Contract, and the sale of the Financed
                                    Vehicle sold thereunder, complied, at the
                                    time it was made, in all material respects
                                    with all applicable federal, state and local
                                    laws (and regulations thereunder), including
                                    without limitation usury, equal credit
                                    opportunity, fair credit reporting,
                                    truth-in-lending or other similar laws, the
                                    Federal Trade Commission Act, the Fair Debt
                                    Collection Practices Act, the Fair Credit
                                    Billing Act, the Magnuson-Moss Warranty Act,
                                    the Federal Reserve Board's Regulations B
                                    and Z, the Soldiers' and Sailors' Civil
                                    Relief Act of 1940, state adoptions of the
                                    National Consumer Act and the Uniform
                                    Consumer Credit Code, and other applicable
                                    state laws regulating retail installment
                                    sales contracts and loans in general and
                                    motor vehicle retail installment contracts
                                    and loans in particular; and the
                                    consummation of the transactions herein
                                    contemplated, including, without limitation,
                                    the transfer of ownership of such Contracts
                                    to the Issuer and the receipt of interest by
                                    the Noteholders, will not violate any
                                    applicable federal, state or local law.

                  (x)               Such Contract is the legal, valid and
                                    binding obligation of the related Obligor(s)
                                    thereunder and is enforceable in accordance
                                    with its terms, except only as such
                                    enforcement may be limited by bankruptcy,
                                    insolvency or similar laws affecting the
                                    enforcement of creditors' rights generally;
                                    each party to such Contract had full legal
                                    capacity to execute and deliver such
                                    Contract and all other documents related
                                    thereto and to grant the security interest
                                    purported to be granted thereby; the terms
                                    of such Contract have not been waived,
                                    amended or modified in any respect, except
                                    by instruments that are part of the related
                                    Contract Documents, and no such waiver,
                                    amendment or modification has caused such
                                    Contract to fail to meet all of the
                                    representations, warranties and conditions,
                                    set forth herein with respect thereto.

                  (xi)              Such Contract contains customary and
                                    enforceable provisions such as to render the
                                    rights and remedies of the holder or
                                    assignee

                                      -30-
<PAGE>
                                    thereof adequate for the practical
                                    realization against the collateral of the
                                    benefits of the security, subject, as to
                                    enforceability, to bankruptcy, insolvency,
                                    reorganization or similar laws affecting the
                                    enforcement of creditors' rights generally.

                  (xii)             As of the Closing Date, (a) there was no
                                    default, breach, violation or event
                                    permitting acceleration existing under such
                                    Contract (except payment delinquencies
                                    permitted by subparagraph (v) above), (b)
                                    there does not exist any continuing
                                    condition that with notice or lapse of time
                                    would constitute a default, breach,
                                    violation or event permitting acceleration
                                    existing under such Contract, and (c) the
                                    Seller has not waived any such default,
                                    breach, violation or event permitting
                                    acceleration except payment delinquencies
                                    permitted by subparagraph (v) above.

                  (xiii)            As of the Closing Date each related Financed
                                    Vehicle will be covered by the Blanket
                                    Insurance Policy; each of Onyx and the
                                    Seller shall at all times comply with all of
                                    the provisions of such insurance policy
                                    applicable to it so long as such insurance
                                    policy is in effect.

                  (xiv)             As of the Closing Date, (a) such Contract
                                    will require that the related Obligor(s)
                                    obtain and maintain in effect for the
                                    related Financed Vehicle a comprehensive and
                                    collision insurance policy (i) in an amount
                                    at least equal to the lesser of (x) its
                                    maximum insurable value or (y) the principal
                                    amount due from the related Obligor(s) under
                                    such Contract, (ii) naming Onyx as a loss
                                    payee and (iii) insuring against loss and
                                    damage due to fire, theft, transportation,
                                    collision and other risks generally covered
                                    by comprehensive and collision coverage and
                                    (b) the Servicer shall have put in place a
                                    vendor's single interest insurance policy
                                    providing coverage upon repossession of the
                                    related Financed Vehicle in an amount equal
                                    to the lesser of the actual cash value of
                                    such Financed Vehicle, the cost of repair or
                                    replacement for such Financed Vehicle and
                                    the unpaid balance of the related Contract.
                                    Each of Onyx and the Seller shall at all
                                    times comply with all of the provisions of
                                    such insurance policies applicable to it.

                  (xv)              Such Contract was acquired by Onyx from a
                                    Dealer with which it ordinarily does
                                    business, and no adverse selection
                                    procedures have been utilized in selecting
                                    such Contract from all other similar
                                    contracts purchased or originated by Onyx or
                                    any subsidiary.

                  (xvi)             Payments under such Contract have been
                                    applied in accordance with the Rule of 78's
                                    Method, the Actuarial Method or the Simple
                                    Interest Method, as provided in the
                                    applicable Contract, and are due monthly in
                                    substantially equal amounts through its
                                    Maturity

                                      -31-
<PAGE>
                                    Date sufficient to fully amortize the
                                    principal balance of such Contract by its
                                    Maturity Date.

                  (xvii)            There is only one original of such Contract
                                    and such original, together with all other
                                    related Contract Documents, is being held by
                                    the Custodian.

                  (xviii)           As of the Closing Date, the Servicer has
                                    clearly marked its electronic records to
                                    indicate that such Contract is owned by the
                                    Issuer.

                  (xix)             At the date of origination of the Contract,
                                    the original principal balance of such
                                    Contract was not greater than the purchase
                                    price to the related Obligor(s) (including
                                    taxes, warranties, licenses and related
                                    charges) of the related Financed Vehicle.

                  (xx)              As of the related Cut-Off Date, the Seller
                                    has not received notice that any Obligor
                                    under such Contract has filed for
                                    bankruptcy.

                  (xxi)             Such Contract had an original maturity of
                                    not more than 72 months and as of the
                                    related Cut-Off Date, such Contract has a
                                    remaining maturity of 72 months or less;

                  (xxii)            The first scheduled monthly payment for at
                                    least 80% of the Initial Contracts (by
                                    Outstanding Principal Balance) is due on or
                                    before January 31, 2003, and the first
                                    scheduled monthly payment for at least 80%
                                    of the Subsequent Contracts (by Outstanding
                                    Principal Balance) is due on or before
                                    February 28, 2003.

                  (xxiii)           As of the related Cut-Off Date, such
                                    Contract has a remaining principal balance
                                    of at least $500.

                  (xxiv)            As of the related Cut-Off Date, such
                                    Contract is secured by a Financed Vehicle
                                    that has not been repossessed without
                                    reinstatement.

                  (xxv)             The related Obligor(s) were located in
                                    Alabama, Arizona, California, Colorado,
                                    Connecticut, Delaware, Florida, Georgia,
                                    Idaho, Illinois, Indiana, Iowa, Kansas,
                                    Kentucky, Maryland, Massachusetts, Michigan,
                                    Minnesota, Missouri, Montana, Nebraska,
                                    Nevada, New Hampshire, New Jersey, North
                                    Carolina, Oklahoma, Oregon, Pennsylvania,
                                    South Carolina, Tennessee, Texas, Utah,
                                    Virginia, Washington or West Virginia on the
                                    date of origination of such Contract.

                  (xxvi)            The Obligor on such Contract is either (a) a
                                    natural person residing in any state or (b)
                                    another entity, provided that a natural
                                    person is a joint and several Obligor with
                                    respect to such Contract.

                                      -32-
<PAGE>
                  (c)      As to all of the Funded Contracts:

                  (i)               The aggregate Outstanding Principal Balance
                                    payable by Obligors of the Funded Contracts
                                    as of the related Cut-Off Date plus the
                                    initial deposit into the Prefunding Account
                                    equals the Original Pool Balance.

                  (ii)              As of the related Cut-Off Date,
                                    approximately 25.59% of the Outstanding
                                    Principal Balance of all Funded Contracts is
                                    attributable to loans involving new Financed
                                    Vehicles, and approximately 74.41% of the
                                    Outstanding Principal Balance of all Funded
                                    Contracts is attributable to loans involving
                                    used Financed Vehicles.

                  (iii)             As of the related Cut-Off Date, the
                                    aggregate Outstanding Principal Balance of
                                    all Funded Contracts originated in any
                                    single state, other than California, did not
                                    equal or exceed 10%.

                  (d)      As to each Prefunded Contract (except as noted below
         as being applicable only to either Precomputed Contracts or Simple
         Interest Contracts), as of the related Prefunding Transfer Date (except
         as otherwise noted):

                  (i)               The information pertaining to such Contract
                                    set forth in the related Transfer
                                    Certificate is true and correct in all
                                    material respects as of the related
                                    Prefunding Transfer Date.

                  (ii)              As of the related Prefunding Transfer Date,
                                    such Contract was secured by a valid and
                                    enforceable first priority security interest
                                    in favor of Onyx in the related Financed
                                    Vehicle, and such security interest is duly
                                    perfected and is prior to all other liens
                                    upon and security interests in such Financed
                                    Vehicle which exist or may hereafter arise
                                    or be created (except, as to priority, for
                                    any lien for unpaid taxes or unpaid storage
                                    or repair charges which may arise after the
                                    Prefunding Transfer Date in accordance with
                                    the UCC); such security interest is
                                    assignable, has been assigned by Onyx to the
                                    Seller pursuant to the Purchase Agreement
                                    and, as of the Prefunding Transfer Date, has
                                    been assigned by the Seller to the Issuer
                                    pursuant to Section 2.01(b) hereof.

                  (iii)             (A) If the related Contract is originated in
                                    a state in which notation of a security
                                    interest on the Title Document (or in the
                                    electronic title records) is required or
                                    permitted to perfect the security interest
                                    in the related Financed Vehicle, the Title
                                    Document or the electronic title records for
                                    such Financed Vehicle show, or, if a new or
                                    replacement Title Document is being applied
                                    for with respect to such Financed Vehicle,
                                    the Title Document will be received within
                                    180 days of the related Prefunding Transfer
                                    Date

                                      -33-
<PAGE>
                                    and will show, Onyx named as the original
                                    secured party under the related Contract as
                                    the holder of a first priority security
                                    interest in such Financed Vehicle, and (B)
                                    if the related Contract is originated in a
                                    state in which the filing of a financing
                                    statement under the UCC is required to
                                    perfect a security interest in motor
                                    vehicles, such filings or recordings have
                                    been duly made and show Onyx named as the
                                    original secured party under the related
                                    Contract as of the related Prefunding
                                    Transfer Date, and in either case, the
                                    Indenture Trustee on behalf of the
                                    Noteholders and the Insurer has the same
                                    rights as such secured party has or would
                                    have (if such secured party were still the
                                    owner of the Contract) against all parties
                                    claiming an interest in such Financed
                                    Vehicle. With respect to each Contract for
                                    which the Title Document has not yet been
                                    returned from the Registrar of Titles (or
                                    evidenced in the electronic title records),
                                    Onyx has received written evidence that such
                                    Title Documents showing Onyx as first
                                    lienholder have been applied for as of the
                                    related Prefunding Transfer Date.

                  (iv)              As of the related Prefunding Transfer Date,
                                    the Seller had good and marketable title to
                                    and was the sole owner of each Contract to
                                    be transferred to the Issuer pursuant to
                                    Section 2.01(b) free of liens, claims,
                                    encumbrances and rights of others and, upon
                                    transfer of such Contract to the Issuer
                                    pursuant to Section 2.01(b), the Issuer will
                                    have good and marketable title to, will have
                                    a first perfected security interest in and
                                    will be the sole owner of such Contract free
                                    of liens, encumbrances and rights of others.

                  (v)               As of the related Prefunding Cut-Off Date,
                                    the most recent scheduled payment due on
                                    each such Contract has been made or was not
                                    delinquent more than 30 days and, to the
                                    best of the Seller's knowledge, all payments
                                    on the Contract were made by the related
                                    Obligors.

                  (vi)              As of the related Prefunding Transfer Date,
                                    there is no lien against the related
                                    Financed Vehicle for delinquent taxes.

                  (vii)             As of the related Prefunding Transfer Date,
                                    there is no right of rescission, offset,
                                    defense or counterclaim to the obligation of
                                    the Obligor(s) to pay the unpaid principal
                                    or interest due under such Contract; the
                                    operation of the terms of such Contract or
                                    the exercise of any right thereunder will
                                    not render such Contract unenforceable in
                                    whole or in part or subject such Contract to
                                    any right of rescission, offset, defense or
                                    counterclaim, and the Seller has no
                                    knowledge that such right of rescission,
                                    offset, defense or counterclaim has been
                                    asserted or threatened.

                                      -34-
<PAGE>
                  (viii)            As of the related Prefunding Transfer Date,
                                    to the best of the Seller's knowledge, there
                                    are no liens or claims which have been
                                    filed, including liens for work, labor,
                                    material, storage or unpaid taxes affecting
                                    the related Financed Vehicle which are or
                                    may become a lien prior to, or equal or
                                    coordinate with, the security interest
                                    granted by such Contract.

                  (ix)              Such Contract, and the sale of the related
                                    Financed Vehicle sold thereunder, complied,
                                    at the time it was made, in all material
                                    respects with all applicable federal, state
                                    and local laws (and regulations thereunder),
                                    including without limitation usury, equal
                                    credit opportunity, fair credit reporting,
                                    truth-in-lending or other similar laws, the
                                    Federal Trade Commission Act, the Fair Debt
                                    Collection Practices Act, the Fair Credit
                                    Billing Act, the Magnuson-Moss Warranty Act,
                                    the Federal Reserve Bond's Regulations B and
                                    Z and, the Soldiers' and Sailors' Civil
                                    Relief Act of 1940, state adoptions of the
                                    National Consumer Act and the Uniform
                                    Consumer Credit Code, and other applicable
                                    state laws regulating retail installment
                                    sales contracts and loans in general and
                                    motor vehicle retail installment contracts
                                    and loans in particular; and the
                                    consummation of the transactions herein
                                    contemplated, including, without limitation,
                                    the transfer of ownership of such Contract
                                    to the Issuer and the receipt of interest by
                                    the Noteholders, will not violate any
                                    applicable federal, state or local law.

                  (x)               Such Contract is the legal, valid and
                                    binding obligation of the related Obligor(s)
                                    thereunder and is enforceable in accordance
                                    with its terms, except only as such
                                    enforcement may be limited by bankruptcy,
                                    insolvency or similar laws affecting the
                                    enforcement of creditors' rights generally;
                                    each party to such Contract had full legal
                                    capacity to execute and deliver such
                                    Contract and all other documents related
                                    thereto and to grant the security interest
                                    purported to be granted thereby; the terms
                                    of such Contract have not been waived,
                                    amended or modified in any respect, except
                                    by instruments that are part of the related
                                    Contract Documents, and no such waiver,
                                    amendment or modification has caused such
                                    Contract to fail to meet all of the
                                    representations, warranties and conditions
                                    set forth herein with respect thereto.

                  (xi)              Such Contract contains customary and
                                    enforceable provisions such as to render the
                                    rights and remedies of the holder or
                                    assignee thereof adequate for the practical
                                    realization against the collateral of the
                                    benefits of the security, subject, as to
                                    enforceability, to bankruptcy, insolvency,
                                    reorganization or similar laws affecting the
                                    enforcement of creditors' rights generally.

                                      -35-
<PAGE>
                  (xii)             As of the related Prefunding Transfer Date,
                                    (a) there is no default, breach, violation
                                    or event permitting acceleration existing
                                    under such Contract (except payment
                                    delinquencies permitted by subparagraph (v)
                                    above), (b) there does not exist any
                                    continuing condition that with notice or
                                    lapse of time would constitute a default,
                                    breach, violation or event permitting
                                    acceleration existing under such Contract,
                                    and (c) the Seller has not waived any such
                                    default, breach, violation or event
                                    permitting acceleration except payment
                                    delinquencies permitted by subparagraph (v)
                                    above.

                  (xiii)            As of the related Prefunding Transfer Date,
                                    each related Financed Vehicle will be
                                    covered by the Blanket Insurance Policy;
                                    each of Onyx and the Seller shall at all
                                    times comply with all of the provisions of
                                    such insurance policy applicable to it so
                                    long as such insurance policy is in effect.

                  (xiv)             As of the related Prefunding Transfer Date,
                                    (a) such Contract will require that the
                                    related Obligor(s) obtain and maintain in
                                    effect for the related Financed Vehicle a
                                    comprehensive and collision insurance policy
                                    (i) in an amount at least equal to the
                                    lesser of (x) its maximum insurable value or
                                    (y) the principal amount due from the
                                    related Obligor(s) under such Contract, (ii)
                                    naming Onyx as a loss payee and (iii)
                                    insuring against loss and damage due to
                                    fire, theft, transportation, collision and
                                    other risks generally covered by
                                    comprehensive and collision coverage and (b)
                                    the Servicer shall have put in place a
                                    vendor's single interest insurance policy
                                    providing coverage upon repossession of the
                                    related Financed Vehicle in an amount equal
                                    to the lesser of the actual cash value of
                                    such Financed Vehicle, the cost of repair or
                                    replacement for such Financed Vehicle and
                                    the unpaid balance of the related Contract.
                                    Each of Onyx and the Seller shall at all
                                    times comply with all of the provisions of
                                    such insurance policies applicable to it.

                  (xv)              Such Contract was acquired by Onyx from a
                                    Dealer with which it ordinarily does
                                    business, and no adverse selection
                                    procedures have been utilized in selecting
                                    such Contract from all other similar
                                    contracts purchased or originated by Onyx or
                                    any subsidiary.

                  (xvi)             Payments under such Contract have been
                                    applied in accordance with Rule of 78's
                                    Method, the Actuarial Method or the Simple
                                    Interest Method, as provided in the
                                    applicable Contract, and are due monthly in
                                    substantially equal amounts through its
                                    Maturity Date sufficient to fully amortize
                                    the principal balance of such Contract by
                                    its Maturity Date.

                                      -36-
<PAGE>
                  (xvii)            There is only one original of such Contract
                                    and such original, together with all other
                                    related Contract Documents, is being held by
                                    the Custodian.

                  (xviii)           As of the related Prefunding Transfer Date,
                                    the Servicer has clearly marked its
                                    electronic records to indicate that such
                                    Contract is then owned by the Issuer.

                  (xix)             At the date of origination of the Contract,
                                    the original principal balance of such
                                    Contract was not greater than the purchase
                                    price to the related Obligor(s) (including
                                    taxes, warranties, licenses and related
                                    charges) of the related Financed Vehicle.

                  (xx)              As of the related Prefunding Cut-Off Date,
                                    the Seller has not received notice that any
                                    Obligor under such Contract has filed for
                                    bankruptcy.

                  (xxi)             Such Contract has an original maturity of
                                    not more than 72 months, and as of the
                                    related Prefunding Cut-Off Date, such
                                    Contract has a remaining maturity of 72
                                    months or less.

                  (xxii)            As of the related Prefunding Cut-Off Date,
                                    such Contract has a remaining principal
                                    balance of at least $500.

                  (xxiii)           As of the related Prefunding Cut-Off Date,
                                    such Contract is secured by a Financed
                                    Vehicle that has not been repossessed
                                    without reinstatement.

                  (xxiv)            The Obligor on such Contract is either (a) a
                                    natural person residing in any state or (b)
                                    another entity, provided that a natural
                                    person is a joint and several Obligor with
                                    respect to such Contract.

                  (xxv)             No more than 50% of the Prefunded Contracts
                                    transferred to the Issuer as of any
                                    Prefunding Transfer Date shall be originated
                                    in any one state.

                  (e)      None of the foregoing representations and warranties
         shall be construed as, and the Seller is specifically not making, any
         representations and warranties regarding the collectibility of the
         Contracts or the future performance of the Contracts.

                  (f)      The Seller has not prepared any financial statement
         which accounts for the transfer of the Trust Property (other than the
         Policy and the Spread Account) hereunder to the Issuer in any manner
         other than as a sale of the Trust Property (other than the Policy and
         the Spread Account) by it to the Issuer, and the Seller has not in any
         other non-income tax respect (including, but not limited to, for
         accounting purposes) accounted for or treated the transfer of the Trust
         Property (other than the Policy and the Spread Account) hereunder in
         any manner other than as a sale and absolute assignment to the

                                      -37-
<PAGE>
         Issuer of the Seller's full right, title and ownership interest in the
         Trust Property (other than the Policy and the Spread Account) to the
         Issuer.

                  SECTION 2.03      REPURCHASE OF CERTAIN CONTRACTS.

         The representations and warranties of the Seller set forth in Section
2.02 with respect to each Contract and each of the conditions set forth in
Section 2.01(c) with respect to each transfer of Prefunded Contracts and Section
2.01(j) with respect to the Prefunding Closing Date and sale of Prefunded
Contracts shall survive delivery of the Contract Documents and shall continue
until the termination of this Agreement. Upon discovery by the Seller, the
Servicer, the Insurer or a Responsible Officer of the Owner Trustee, the
Indenture Trustee or the Trust Agent that any of such representations and
warranties was incorrect or that any of such conditions was unsatisfied as of
the time made or that any of the Contract Documents relating to any such
Contract has not been properly executed by the Obligor or contains a material
defect or has not been received by the Custodian, such Person making such
discovery shall give prompt notice to the other such Persons. If any such
defect, incorrectness or omission materially and adversely affects the interest
of the Noteholders, the Indenture Trustee, the Issuer or the Insurer, the Seller
shall cure the defect or eliminate or otherwise cure the circumstances or
condition in respect of which such representation or warranty was incorrect as
of the time made; provided that if the Seller is unable to do so by the last day
of the Collection Period following the Collection Period (or, if the Seller
elects, the last day of such Collection Period) during which the Seller becomes
aware of or receives written notice from the Servicer, the Insurer or the
Indenture Trustee of such defect, incorrectness or omission, it shall repurchase
such Contract on the last day of the applicable Collection Period from the
Issuer at the Purchase Amount. Upon any such repurchase, the Issuer shall
execute and deliver such instruments of transfer or assignment, in each case
without recourse, as shall be necessary to vest in the Seller any Contract
purchased hereunder. The sole remedy of the Issuer, the Indenture Trustee or the
Noteholders with respect to a breach of the Seller's representations and
warranties pursuant to Section 2.02 shall be to require the Seller to repurchase
Contracts pursuant to this Section; provided, however, that the Seller shall
indemnify the Owner Trustee, the Trust Agent, the Indenture Trustee, the
Insurer, the Issuer and the Noteholders against all costs, expenses, losses,
damages, claims and liabilities, including reasonable fees and expenses of
counsel, which may be asserted against or incurred by any of them as a result of
third-party claims arising out of the events or facts giving rise to such
breach.

                  SECTION 2.04      CUSTODY OF CONTRACT FILES.

                  (a)      Duties of Custodian. The Custodian shall:

                  (i)               maintain continuous custody of the Contract
                                    Documents in secure and fire resistant
                                    facilities in accordance with customary
                                    standards for such custody. Such Contract
                                    Documents shall not be segregated to show
                                    the Issuer as owner thereof and the
                                    Indenture Trustee as the pledgee thereof,
                                    unless the Insurer requires such
                                    segregation.

                  (ii)              with respect to the Contract Documents, (A)
                                    act exclusively as the Custodian for the
                                    benefit of the Indenture Trustee and (B)
                                    hold all

                                      -38-
<PAGE>
                                    Contract Documents for the exclusive use
                                    (notwithstanding Sections 2.04(a)(iii) and
                                    2.04(a)(iv) below) and for the benefit of
                                    the Indenture Trustee.

                  (iii)             in the event that the Servicer is not the
                                    Custodian, to the extent the Servicer
                                    directs the Custodian in writing, deliver
                                    certain specified Contract Documents to the
                                    Servicer to enable the Servicer to service
                                    the Contracts pursuant to this Agreement. At
                                    such time as the Servicer returns such
                                    Contract Documents to the Custodian, the
                                    Servicer shall provide written notice of
                                    such return to the Custodian. The Custodian
                                    shall acknowledge receipt of the returned
                                    materials by signing the Servicer's notice
                                    and shall promptly send copies of such
                                    acknowledgment or receipt to the Servicer.

                  (iv)              upon reasonable prior written notice, permit
                                    the Servicer, the Indenture Trustee and the
                                    Insurer to examine the Contract Documents in
                                    the possession, or under the control, of the
                                    Custodian.

                  (v)               at its own expense, maintain at all times
                                    while acting as Custodian, and keep in full
                                    force and effect (A) fidelity insurance, (B)
                                    theft of documents insurance, (C) fire
                                    insurance, and (d) forgery insurance. All
                                    such insurance shall be in amounts, with
                                    standard coverage and subject to
                                    deductibles, as are customary for similar
                                    insurance typically maintained by banks that
                                    act as custodian in similar transactions.

                  (b)      Appointment of Custodian. As of the Closing Date,
         Onyx shall be the Custodian of the Contract Documents; provided,
         however, that (i) the Indenture Trustee (if the Notes have not been
         paid in full and the Indenture has not been satisfied and discharged)
         and the Issuer, with the consent of the Insurer, or (ii) the Insurer,
         may terminate such appointment at any time, with or without cause by
         written notice to the Custodian, and upon the execution by the
         Indenture Trustee at the direction of the Insurer (or, if the Notes
         have been paid in full and the Indenture has been satisfied and
         discharged, the Issuer at the direction of the Insurer) of a letter
         agreement substantially in the form of Exhibit A attached hereto (the
         "Appointment of Custodian"), revocably appointing such other entity
         acceptable to the Insurer as agent of and bailee for the Indenture
         Trustee (or, if applicable, the Trust) to act as Custodian (the
         "Successor Custodian") of the Contract Documents, such Successor
         Custodian shall be so appointed and shall from the effective date of
         such Appointment of Custodian retain custody of the Contract Documents
         and any and all other documents relating to a Contract or the related
         Obligor or Financed Vehicle. As of the effective date of such
         Appointment of Custodian, the Contract Documents and any and all other
         documents relating to a Contract or the related Obligor or Financed
         Vehicle will be delivered to the Successor Custodian in its capacity as
         agent of and bailee for the Indenture Trustee (or, if applicable, the
         Trust).

                                      -39-
<PAGE>
         For so long as the Servicer is the Custodian of the Contract Documents,
the Servicer need not maintain the Contract Documents held by it in a file area
physically separate from the other installment sales contracts or loans owned or
serviced by it or any of its Affiliates, unless the Insurer requires such
segregation.

                  SECTION 2.05      DUTIES OF SERVICER RELATING TO THE
CONTRACTS.

                  (a)      Safekeeping. The Servicer, in its capacity as
         servicer, shall hold the Contract Files and any Contract Documents held
         by it in accordance with this Agreement on behalf of the Issuer, the
         Indenture Trustee and the Insurer for the use and benefit of all
         present and future Noteholders, and maintain such accurate and complete
         accounts, records and computer systems pertaining to each Contract File
         as shall enable the Issuer to comply with this Agreement. In performing
         its duties as servicer, the Servicer shall act with reasonable care,
         using that degree of skill and attention that the Servicer exercises
         with respect to the files relating to all comparable automobile
         contracts that the Servicer owns or services for itself or others. The
         Servicer shall (i) conduct, or cause to be conducted, periodic physical
         inspections of the Contract Files (and the Contract Documents, if the
         Servicer is acting as Custodian) held by it under this Agreement and of
         the related accounts, records and computer systems; (ii) maintain the
         Contract Files (and the Contract Documents, if the Servicer is acting
         as Custodian) in such a manner as shall enable the Issuer, the
         Indenture Trustee and the Insurer to verify the accuracy of the
         Servicer's record keeping; (iii) promptly report to the Issuer, the
         Indenture Trustee and the Insurer any failure on its part to hold the
         Contract Files (and the Contract Documents, if the Servicer is acting
         as Custodian) and maintain its accounts, records and computer systems
         as herein provided and (iv) promptly take appropriate action to remedy
         any such failure.

                  (b)      Maintenance of and Access to Records. The Servicer
         shall maintain each Contract File (other than the Contract Documents,
         unless the Servicer is acting as Custodian) at the address of the
         Servicer set forth in Section 9.04, or, upon the prior written consent
         of the Insurer, at such other location as shall be specified to the
         Issuer and the Indenture Trustee by 30 days' prior written notice. The
         Servicer shall permit the Issuer, the Indenture Trustee and the Insurer
         or their respective duly authorized representatives, attorneys or
         auditors to inspect the Contract Files and the related accounts,
         records and computer systems maintained by the Servicer at such times
         as such Persons may request.

                  (c)      Release of Documents. If the Servicer is acting as
         Custodian pursuant to Section 2.04, upon instruction from the Indenture
         Trustee and prior written consent of the Insurer (a copy of which shall
         be furnished to the Issuer), the Servicer shall release any document in
         the Contract Files to the Indenture Trustee, the Indenture Trustee's
         agent, or the Indenture Trustee's designee, as the case may be, at such
         place or places as the Indenture Trustee may designate, as soon as
         practicable.

                  (d)      Monthly Reports. On the Servicer Report Date of each
         month, commencing with the month next succeeding the month of the
         Closing Date, the Servicer shall deliver to the Issuer, the Indenture
         Trustee and the Insurer a certificate of a

                                      -40-
<PAGE>
         Servicing Officer stating (i) the Contract Number and outstanding
         principal balance of each Contract that has become a Liquidated
         Contract since the Business Day immediately preceding the date of the
         last certificate delivered pursuant to this subsection (or since the
         Closing Date in the case of the first such certificate); (ii) that, if
         such Contract has been the subject of a Full Prepayment pursuant to
         clause (a) of the definition of the term "Full Prepayment" or is a
         Liquidated Contract pursuant to clause (iii) of the definition of the
         term "Liquidated Contract," all proceeds received in respect thereof
         have been deposited in or credited to the Collection Account in
         accordance with Section 4.02; (iii) that, if such Contract has been the
         subject of a Full Prepayment pursuant to clause (b) of the definition
         of the term "Full Prepayment," the correct Purchase Amount has been
         deposited in or credited to the Collection Account in accordance with
         Section 2.03, 3.07 or 4.02; (iv) that, if such Contract is a Liquidated
         Contract pursuant to clause (ii) of the definition of the term
         "Liquidated Contract," there have been deposited in or credited to the
         Collection Account the related Net Liquidation Proceeds in accordance
         with Section 4.02; and (v) that the Indenture Trustee is authorized to
         release such Contract and the related Contract Documents as provided
         herein.

                  (e)      Schedule of Title Documents. The Servicer shall
         deliver to the Indenture Trustee, the Issuer and the Insurer (i) within
         60 days of the Closing Date with respect to the Funded Contracts and
         within 60 days of the Prefunding Closing Date with respect to the
         Prefunded Contracts, a schedule of Title Documents for Financed
         Vehicles which, as of the Closing Date or the Prefunding Closing Date,
         as applicable, did not show Onyx as first lienholder and (ii) within
         180 days of the Closing Date with respect to the Funded Contracts and
         within 180 days of the Prefunding Closing Date with respect to the
         Prefunded Contracts, a schedule of Title Documents for Financed
         Vehicles which, as of the date prior to such delivery, do not show Onyx
         as first lienholder and as to which the Seller is obligated to
         repurchase pursuant to the provisions hereof.

                  (f)      Electronic Marking of Contracts; Possession. The
         Servicer shall cause the electronic record of the Contracts maintained
         by it to be clearly marked to indicate that the Contracts have been
         sold to the Issuer and shall not in any way assert or claim an
         ownership interest in the Contracts. It is intended that pursuant to
         the applicable provisions of Sections 2.04 and 2.05 hereof and the
         Appointment of Custodian, the Custodian on behalf of the Indenture
         Trustee and the Insurer shall be deemed to have possession of the
         Contract Documents for purposes of Section 9-305 of the UCC of the
         state in which the Contract Documents are located.

                  SECTION 2.06      INSTRUCTIONS; AUTHORITY TO ACT.

         With respect to any servicing and administration matter not otherwise
addressed in this Agreement, the Servicer shall be deemed to have received
proper instructions (a copy of which shall be furnished to the Issuer) with
respect to the Contract Files upon its receipt of written instructions signed by
a Responsible Officer of the Indenture Trustee and the written consent of the
Insurer.

                                      -41-
<PAGE>
                  SECTION 2.07      INDEMNIFICATION.

         Subject to Section 7.02, the Servicer shall indemnify the Issuer, the
Owner Trustee, the Trust Agent, the Indenture Trustee, the Insurer, the
Custodian and the Noteholders for any and all liabilities, obligations, losses,
compensatory damages, payments, costs or expenses of any kind whatsoever
(including the reasonable fees and expenses of counsel) that may be imposed on,
incurred by or asserted against the Issuer, the Owner Trustee, the Trust Agent,
the Indenture Trustee, the Insurer, the Custodian or the Noteholders as the
result of any improper act or omission in any way relating to the maintenance
and custody by the Servicer of the Contract Files, or the failure of the
Servicer to perform its duties and service the Contracts in compliance with the
terms of this Agreement; provided, however, that the Servicer shall not be
liable to the Owner Trustee, the Trust Agent, the Indenture Trustee, the
Custodian or the Insurer for any portion of any such amount resulting from the
willful misfeasance, bad faith or negligence of the Owner Trustee, the Trust
Agent, the Indenture Trustee, the Custodian or the Insurer, respectively. The
Servicer shall also indemnify and hold harmless the Issuer, the Trust Property,
the Noteholders, the Custodian, the Indenture Trustee, the Trust Agent, the
Owner Trustee and the Insurer against any taxes that may be asserted at any time
against any of them with respect to the Contracts, including any sales, gross
receipts, general corporation, personal property, privilege or license taxes
(but exclusive of federal or other income taxes arising out of payments on the
Contracts) and the costs and expenses in defending against such taxes. The
Servicer shall (i) immediately notify the Issuer, the Indenture Trustee and the
Insurer if a claim is made by a third party with respect to the Contracts, (ii)
assume, with the consent of the Issuer, the Indenture Trustee and the Insurer,
the defense of any such claim, (iii) pay all expenses in connection therewith,
including counsel fees, and (iv) promptly pay, discharge and satisfy any
judgment or decree which may be entered against the Servicer, the Issuer, the
Owner Trustee, the Trust Agent, the Indenture Trustee, the Insurer, the
Custodian or the Noteholders with respect to such Contracts.

                  SECTION 2.08      EFFECTIVE PERIOD AND TERMINATION.

         The appointment of Onyx as custodian shall become effective as of the
Closing Date and shall continue in full force and effect until the earlier of
(i) the execution of the Appointment of Custodian or (ii) the Class A-4 Final
Scheduled Distribution Date. If Onyx shall subsequently resign as Servicer in
accordance with the terms of this Agreement or if all of the rights and
obligations of the Servicer shall have been terminated pursuant to Section 7.01,
the appointment of the Servicer as Custodian may be terminated by the Insurer,
or if an Insurer Default has occurred and is continuing, by Holders evidencing
not less than 25% of the outstanding principal amount of the Notes, acting
together as a single Class, or by the Indenture Trustee. As soon as practicable
after any termination of such appointment, Onyx as Custodian and Onyx as
Servicer shall, at the Servicer's expense, deliver or cause the delivery of all
Contract Documents and all Contract Files (including those held in microfiche or
electronic form) to the Indenture Trustee or its agent (or, if the Indenture has
been satisfied and discharged, as directed by the Trust, with the consent of the
Insurer) at such place or places as the applicable party may reasonably
designate and shall cooperate in good faith to effect such delivery. The
foregoing notwithstanding, if the Servicer is acting as Custodian, the Servicer
shall, at the request of the Insurer, deliver the Contract Documents to the
Indenture Trustee in the event that such delivery is required by any Rating
Agency to consider the Notes investment grade without consideration of the
Policy.

                                      -42-
<PAGE>
                  SECTION 2.09      NONPETITION COVENANT.

                  (a)      Neither the Seller nor the Servicer shall petition or
         otherwise invoke the process of any court or government authority for
         the purpose of commencing or sustaining a case against the Issuer under
         any federal or state bankruptcy, insolvency or similar law or
         appointing a receiver, liquidator, assignee, trustee, custodian,
         sequestrator or other similar official of the Issuer or any substantial
         part of its property, or ordering the winding up or liquidation of the
         affairs of the Issuer.

                  (b)      The Servicer shall not, nor cause the Seller to,
         petition or otherwise invoke the process of any court or government
         authority for the purpose of commencing or sustaining a case against
         the Seller under any federal or state bankruptcy, insolvency or similar
         law or appointing a receiver, liquidator, assignee, trustee, custodian,
         sequestrator or other similar official of the Seller or any substantial
         part of its property, or ordering the winding up or liquidation of the
         affairs of the Seller.

                  SECTION 2.10      COLLECTING TITLE DOCUMENTS NOT DELIVERED AT
THE CLOSING DATE.

         In the case of any Funded Contract or Prefunded Contract in respect of
which, in place of a Title Document, the Custodian received on the Closing Date
or the Prefunding Closing Date, as applicable, written evidence from the Dealer
selling the related Financed Vehicle that, or otherwise in respect of which, the
Title Document for such Financed Vehicle showing Onyx as first lienholder has
been applied for from the Registrar of Titles, the Servicer shall use its best
efforts to collect (or to obtain evidence in the electronic title records of)
such Title Document from the Registrar of Titles as promptly as possible. If
such Title Document showing Onyx as first lienholder is not received by the
Servicer (or verified by the Servicer in the electronic title records) within
180 days after the Closing Date with respect to the Funded Contracts or within
180 days after the Prefunding Closing Date with respect to the Prefunded
Contracts, then the representation and warranty in Section 2.02(b)(iii) as to
any such Funded Contracts or the representation and warranty in Section
2.02(d)(iii) as to any such Prefunded Contracts in respect of such Contract
shall be deemed to have been incorrect in a manner that materially and adversely
affects the Noteholders, and the Seller shall be obligated to repurchase such
Contract in accordance with Section 2.03.

                                  ARTICLE III

                    ADMINISTRATION AND SERVICING OF CONTRACTS

                  SECTION 3.01      DUTIES OF SERVICER.

         The Servicer shall manage, service, administer, and make collections on
the Contracts. The Servicer agrees that its servicing of the Contracts shall be
carried out in accordance with reasonable care and, to the extent more exacting,
the procedures used by the Servicer in respect of such contracts serviced by it
for its own account; provided, however, that, subject to Section 3.02 as to
extensions, the Servicer shall not release or waive the right to collect the
unpaid balance of any Contract. The Servicer's duties shall include collection
and posting of all

                                      -43-
<PAGE>
payments, responding to inquiries of Obligors on the Contracts, investigating
delinquencies, sending payment coupons to Obligors, reporting tax information to
Obligors, accounting for collections, furnishing monthly and annual statements
to the Indenture Trustee, the Issuer and the Insurer with respect to
distributions and the preparation of U.S. Partnership Tax Returns (Form 1065)
for the Owner Trustee to sign and file on an annual basis, based on a tax year
for the Issuer that is the calendar year and any other tax forms required by any
federal, state or local tax authority including with respect to original issue
discount, if any. The Servicer shall have, subject to the terms hereof, full
power and authority, acting alone, and subject only to the specific requirements
and prohibitions of this Agreement, to do any and all things in connection with
such managing, servicing, administration, and collection that it may deem
necessary or desirable; provided, however, that the Servicer shall commence
repossession efforts in respect of any Financed Vehicle when any payment on the
related Contract of which is four or more months delinquent. Without limiting
the generality of the foregoing, but subject to the provisions of this
Agreement, the Servicer is authorized and empowered by the Indenture Trustee and
the Issuer to execute and deliver, on behalf of itself, the Issuer, the Insurer,
the Noteholders, the Indenture Trustee or any of them, any and all instruments
of satisfaction or cancellation, or partial or full release or discharge, and
all other comparable instruments, with respect to the Contracts or to the
Financed Vehicles. The Issuer shall furnish the Servicer any documents necessary
or appropriate to enable the Servicer to carry out its servicing and
administrative duties hereunder. The Servicer may engage agents and subservicers
to fulfill its duties hereunder; provided, however, that the Servicer shall
remain at all times personally liable for the acts (and failures to act) of such
agents and subservicers.

         On or prior to the Closing Date, the Servicer shall deliver to the
Owner Trustee, the Trust Agent, the Indenture Trustee and the Insurer a list of
Servicing Officers of the Servicer involved in, or responsible for, the
administration and servicing of the Contracts, which list shall from time to
time be updated by the Servicer on request of the Owner Trustee, the Trust
Agent, the Indenture Trustee or the Insurer.

         On the Closing Date, the Servicer shall deposit in the Collection
Account (i) all installments of Monthly P&I due on or after the Initial Cut-Off
Date and received by the Servicer at least two Business Days prior to the
Closing Date; (ii) the proceeds of each Full Prepayment of any Contract and all
partial prepayments on Simple Interest Contracts received by the Servicer on or
after the Initial Cut-Off Date and at least two Business Days prior to the
Closing Date; and (iii) all Net Liquidation Proceeds and Net Insurance Proceeds
received with respect to a Financed Vehicle to which an Initial Contract relates
received on or after the Initial Cut-Off Date and at least two Business Days
prior to the Closing Date.

         On each Prefunding Transfer Date, the Servicer shall deposit in the
Collection Account (i) all installments of Monthly P&I due on or after the
related Prefunding Cut-Off Date and received by the Servicer at least two
Business Days prior to such Prefunding Transfer Date; (ii) the proceeds of each
Full Prepayment of any Prefunded Contract and all partial prepayments on Simple
Interest Contracts received by the Servicer on or after the related Prefunding
Cut-Off Date and at least two Business Days prior to such Prefunding Transfer
Date; and (iii) all Net Liquidation Proceeds and Net Insurance Proceeds received
with respect to a Financed Vehicle to which a Prefunded Contract being
transferred on such date relates, received on or after the

                                      -44-
<PAGE>
related Prefunding Cut-Off Date and at least two Business Days prior to such
Prefunding Transfer Date.

         Subject to Section 4.02(a) respecting deposits in the Payahead Account,
the Servicer shall deposit in or credit to the Collection Account within two
Business Days of receipt all collections of Monthly P&I due on or after the
related Cut-Off Date received by it on the Contracts together with the proceeds
of all Full Prepayments on all Contracts and all partial prepayments on Simple
Interest Contracts, and any accompanying interest. The Servicer shall likewise
deposit in the Collection Account within two Business Days of receipt all Net
Liquidation Proceeds and Net Insurance Proceeds. As of the last day of each
Collection Period, all amounts received in each Collection Period shall be
applied by the Servicer with respect to each Contract, first, to the Servicer as
additional servicing compensation any amounts due for late fees, extension fees
or similar charges, second to the payment of Monthly P&I, and third, in the case
of partial prepayments on Precomputed Contracts, to the Payahead Account. The
foregoing requirements for deposit in the Collection Account are exclusive, it
being understood that collections in the nature of late payment charges or
extension fees may, but need not, be deposited in the Collection Account and may
be retained by the Servicer as additional servicing compensation.

         With respect to payments of Monthly P&I made by Obligors to the
Servicer's lock box, the Servicer shall direct the Person maintaining the lock
box to deposit the amount collected on the Contracts within one Business Day to
the Clearing Account. Such amounts shall be withdrawn from the Clearing Account
and deposited in the Collection Account no later than the next following
Business Day.

         In order to facilitate the servicing of the Contracts by the Servicer,
the Servicer shall retain, subject to and only to the extent permitted by the
provisions of this Agreement, all collections on the Contracts prior to the time
they are remitted or credited, in accordance with such provisions, to the
Collection Account or the Payahead Account, as the case may be. The Servicer
acknowledges that the unremitted collections on the Contracts are part of the
Trust Property and the Servicer agrees to act as custodian and bailee of the
Indenture Trustee, the Issuer and the Insurer in holding such monies and
collections. The Servicer agrees, for the benefit of the Indenture Trustee, the
Issuer, the Noteholders and the Insurer, to act as such custodian and bailee,
and to hold and deal with such monies and such collections, as custodian and
bailee for the Indenture Trustee, the Issuer and the Insurer, in accordance with
the provisions of this Agreement.

         The Servicer shall retain all data (including, without limitation,
computerized title records) relating directly to or maintained in connection
with the servicing of the Contracts at the address of the Servicer set forth in
Section 9.04 or, upon 15 days' notice to the Issuer and the Indenture Trustee
and the prior written consent of the Insurer, at such other place where the
servicing offices of the Servicer are located, and shall give the Issuer, the
Indenture Trustee and the Insurer access to all data (including, without
limitation, computerized title records) at all reasonable times, and, while a
Servicer Default shall be continuing, the Servicer shall, on demand of the
Issuer, the Indenture Trustee or the Insurer deliver or cause to be delivered to
the Issuer, the Indenture Trustee or the Insurer, as the case may be, all data
(including, without limitation, computerized title records and, to the extent
transferable, related operating software)

                                      -45-
<PAGE>
necessary for the servicing of the Contracts and all monies collected by it and
required to be deposited in or credited to the Collection Account or the
Payahead Account, as the case may be.

         All deposits made by the Servicer in any Trust Account shall be made in
immediately available funds.

         The Servicer shall be responsible for the payment of the fees of the
Indenture Trustee, the Owner Trustee and the Trust Agent; provided that any such
fees not paid as of a Distribution Date shall be paid as provided in Section
4.03(ii).

                  SECTION 3.02      COLLECTION OF CONTRACT PAYMENTS.

         The Servicer shall use its best efforts to collect all payments called
for under the terms and provisions of the Contracts as and when the same shall
become due and shall use its best efforts to cause each Obligor to make all
payments in respect of his or her Contract to the Servicer. Consistent with the
foregoing, the Servicer may in its discretion (i) waive any late payment charges
in connection with delinquent payments on a Contract or prepayment charges and
(ii) in order to work out a default or an impending default due to the financial
condition of an Obligor, grant up to six extensions of the Due Date of any
payment for periods of 30 days or less, such that the Maturity Date of no
Contract shall, under any circumstances, extend more than 180 days past the
originally scheduled date of the last payment on such Contract and in no event
beyond the Class A-4 Final Scheduled Distribution Date; provided, further, that
no more than two such extensions can be granted consecutively, no more than
three such extensions can be granted during any 12 month period and at least
three payments must be made between non-consecutive extensions. The Servicer
shall not extend the Maturity Date of a Contract except as provided in clause
(ii) of the preceding sentence. Except as explicitly permitted by this
paragraph, the Servicer shall not change any material term of a Contract,
including but not limited to the interest rate, the payment amounts or due
dates, or the property securing such Contract.

                  SECTION 3.03      REALIZATION UPON CONTRACTS.

         The Servicer shall use its best efforts, consistent with the servicing
standard specified in Section 3.01, to repossess or otherwise convert the
ownership of the Financed Vehicle securing any Contract as to which no
satisfactory arrangements can be made for collection of delinquent payments. In
connection with such repossession or other conversion, the Servicer shall follow
such practices and procedures as it shall deem necessary or advisable and as
shall be normal and usual for prudent holders of retail installment sales
contracts and as shall be in compliance with all applicable laws, and, in
connection with the repossession of any Financed Vehicle or any contract in
default, may commence and prosecute any proceedings in respect of such Contract
in its own name or, if the Servicer deems it necessary, in the name of the
Issuer or the Indenture Trustee or on behalf of the Issuer or the Indenture
Trustee. The Servicer's obligations under this Section are subject to the
provision that, in the case of damage to a Financed Vehicle from an uninsured
cause, the Servicer shall not be required to expend its own funds in repairing
such motor vehicle unless it shall determine (i) that such restoration will
increase the proceeds of liquidation of the related Contract, after
reimbursement to itself for such expenses and (ii) that such expenses will be
recoverable by it either as Liquidation Expenses or as expenses

                                      -46-
<PAGE>
recoverable under an applicable insurance policy or under an insurance reserve
established by the Servicer. The Servicer shall be responsible for all other
costs and expenses incurred by it in connection with any action taken in respect
of a Defaulted Contract; provided, however, that it shall be entitled to
reimbursement of such costs and expenses to the extent they constitute
Liquidation Expenses or expenses recoverable under an applicable insurance
policy. All Net Liquidation Proceeds and Net Insurance Proceeds shall be
deposited directly in or credited to the Collection Account (without deposit in
any intervening account) to the extent required by Section 4.02.

                  SECTION 3.04      INSURANCE.

         The Servicer shall cause to be maintained the Blanket Insurance Policy,
and the Servicer shall cause the Indenture Trustee to be the named payee
thereunder with respect to the Contracts; provided, however, that this
obligation may be eliminated or modified in any manner (and this Agreement shall
be amended in accordance with any such elimination or modification as the
parties to the Insurance Agreement and the Rating Agencies may agree) with the
consent of the Insurer but without any requirement to obtain the consent of any
Noteholders.

                  SECTION 3.05      MAINTENANCE OF SECURITY INTERESTS IN
FINANCED VEHICLES.

         The Servicer shall take such steps as are necessary to maintain
continuous perfection and priority of the security interest created by each
Contract in the related Financed Vehicle, including but not limited to,
obtaining the execution by the related Obligor and the recording, registering,
filing, re-recording, re-registering, and refiling of all security agreements,
financing statements, continuation statements or other instruments as are
necessary to maintain the security interest granted by such Obligor under each
respective Contract. The Issuer and the Indenture Trustee each hereby authorize
the Servicer to take such steps as are necessary to re-perfect such security
interest on behalf of the Issuer in the event of the relocation of a Financed
Vehicle or for any other reason. In the event that the assignment of a Contract
to the Issuer and the subsequent pledge thereof by the Issuer to the Indenture
Trustee is insufficient, without a notation on the related Financed Vehicle's
certificate of title (or, if applicable, the electronic title record), or
without fulfilling any additional administrative requirements under the laws of
the state in which the Financed Vehicle is located, to grant to the Issuer a
perfected security interest in the related Financed Vehicle and to pledge such
perfected security interest to the Indenture Trustee, Onyx hereby agrees that
the identification of Onyx as the secured party on the certificate of title (or,
if applicable, the electronic title record) is deemed to be in its capacity as
agent of the Indenture Trustee and further agrees to hold such certificate of
title (or, if applicable, the electronic title record) as the Indenture
Trustee's agent and custodian; provided that, except as provided in Section 7.01
and the Insurance Agreement, neither the Servicer nor Onyx shall make, nor shall
the Issuer or Noteholders have the right to require that the Servicer or Onyx
make, any such notation on the related Financed Vehicles' certificate of title
(or, if applicable, the electronic title record) or fulfill any such additional
administrative requirement of the laws of the state in which a Financed Vehicle
is located.

                                      -47-
<PAGE>
                  SECTION 3.06      COVENANTS, REPRESENTATIONS AND WARRANTIES OF
SERVICER.

         The Servicer hereby makes the following covenants, representations and
warranties on which (i) the Issuer is deemed to have relied in acquiring the
Contracts and (ii) the Insurer is deemed to have relied in issuing the Policy.
Such covenants, representations and warranties speak as of the execution and
delivery of this Agreement and as of the Closing Date or the related Prefunding
Transfer Date, as applicable, but shall survive the sale, transfer and
assignment of the Contracts to the Issuer and the pledge thereof to the
Indenture Trustee pursuant to the Indenture.

                  (a)      The Servicer covenants as to the Contracts:

                  (i)               The Financed Vehicle securing each Contract
                                    shall not be released from the lien granted
                                    by the Contract in whole or in part, except
                                    as contemplated herein.

                  (ii)              The Servicer shall not impair the rights of
                                    the Noteholders or the Insurer in the
                                    Contracts.

                  (iii)             The Servicer shall not increase the number
                                    of payments under a Contract, nor increase
                                    the amount financed under a Contract, nor
                                    extend or forgive payments on a Contract,
                                    except as provided in Section 3.02.

                  (iv)              The Servicer may consent to the sale or
                                    transfer by an Obligor of any Financed
                                    Vehicle if the original Obligor under the
                                    related Contract remains liable under such
                                    Contract and the transferee assumes all of
                                    the Obligor's obligations thereunder and
                                    upon doing so the credit profile with
                                    respect to such Obligor will not be changed
                                    from adequate to speculative by virtue of
                                    the addition of the transferee's obligation
                                    thereunder.

                  (b)      The Servicer represents and warrants as of the
         Closing Date:

                  (i)               The Servicer (1) has been duly organized, is
                                    validly existing and in good standing as a
                                    corporation organized and existing under the
                                    laws of the State of Delaware, (2) has
                                    qualified to do business as a foreign
                                    corporation and is in good standing in each
                                    jurisdiction where the character of its
                                    properties or the nature of its activities
                                    makes such qualification necessary, and (3)
                                    has full power, authority and legal right to
                                    own its property, to carry on its business
                                    as presently conducted, and to enter into
                                    and perform its obligations under this
                                    Agreement.

                  (ii)              The execution and delivery by the Servicer
                                    of this Agreement are within the corporate
                                    power of the Servicer and have been duly
                                    authorized by all necessary corporate action
                                    on the part of the

                                      -48-
<PAGE>
                                    Servicer. Neither the execution and delivery
                                    of this Agreement, nor the consummation of
                                    the transactions herein contemplated, nor
                                    compliance with the provisions hereof, will
                                    conflict with or result in a breach of, or
                                    constitute a default under, any of the
                                    provisions of any law, governmental rule,
                                    regulation, judgment, decree or order
                                    binding on the Servicer or its properties or
                                    the Certificate of Incorporation or Bylaws
                                    of the Servicer, or any of the provisions of
                                    any indenture, mortgage, contract or other
                                    instrument to which the Servicer is a party
                                    or by which it is bound or result in the
                                    creation or imposition of any lien, charge
                                    or encumbrance upon any of its property
                                    pursuant to the terms of any such indenture,
                                    mortgage, contract or other instrument.

                  (iii)             Other than consents that have been obtained
                                    prior to the Closing Date, the Servicer is
                                    not required to obtain the consent of any
                                    other party or any consent, license,
                                    approval or authorization, or registration
                                    or declaration with, any governmental
                                    authority, bureau or agency in connection
                                    with the execution, delivery, performance,
                                    validity or enforceability of this
                                    Agreement.

                  (iv)              This Agreement has been duly executed and
                                    delivered by the Servicer and, assuming the
                                    due authorization, execution and delivery
                                    hereof by the Issuer, the Trust Agent and
                                    the Indenture Trustee, constitutes a legal,
                                    valid and binding obligation of the Servicer
                                    enforceable against the Servicer in
                                    accordance with its terms (subject to
                                    applicable bankruptcy and insolvency laws
                                    and other similar laws affecting the
                                    enforcement of creditors' rights generally).

                  (v)               There are no actions, suits or proceedings
                                    pending or, to the knowledge of the
                                    Servicer, threatened against or affecting
                                    the Servicer, before or by any court,
                                    administrative agency, arbitrator or
                                    governmental body with respect to any of the
                                    transactions contemplated by this Agreement,
                                    or which will, if determined adversely to
                                    the Servicer, materially and adversely
                                    affect it or its business, assets,
                                    operations or condition, financial or
                                    otherwise, or materially and adversely
                                    affect the Servicer's ability to perform its
                                    obligations under this Agreement. The
                                    Servicer is not in default with respect to
                                    any order of any court, administrative
                                    agency, arbitrator or governmental body so
                                    as to materially and adversely affect the
                                    transactions contemplated by the
                                    above-mentioned documents.

                  (vi)              The Servicer has obtained or made all
                                    necessary consents, approvals, waivers and
                                    notifications of creditors, lessors and
                                    other nongovernmental persons, in each case,
                                    in connection with the

                                      -49-
<PAGE>
                                    execution and delivery of this Agreement,
                                    and the consummation of all the transactions
                                    herein contemplated.

                  SECTION 3.07      PURCHASE OF CONTRACTS UPON BREACH BY
SERVICER.

         The Servicer or the Issuer shall inform the other party and the
Indenture Trustee and the Insurer promptly, in writing, upon the discovery of
any breach of the covenants, representations and warranties set forth in Section
3.06 or of the covenants set forth in Sections 3.02 or 3.05. Unless the breach
shall have been cured within 30 days following such discovery or receipt of
notice of such breach, the Servicer shall purchase any Contract materially and
adversely affected by such breach from the Issuer. As consideration for the
Contract, the Servicer shall remit the Purchase Amount on the Business Day
preceding the Servicer Report Date next succeeding the end of such 30-day cure
period in the manner specified in Section 4.02(a). The sole remedy of the
Issuer, the Indenture Trustee, or the Noteholders with respect to a breach of
Section 3.02, 3.05 or 3.06 shall be to require the Servicer to purchase
Contracts pursuant to this Section 3.07; provided, however, that the Servicer
shall indemnify the Owner Trustee, the Indenture Trustee, the Insurer, the
Issuer, the Custodian and the Noteholders against all costs, expenses, losses
damages, claims and liabilities, including reasonable fees and expenses of
counsel, which may be asserted against or incurred by any of them as a result of
third-party claims arising out of the events or facts giving rise to such
breach.

         Any successor Servicer appointed pursuant to Section 7.02 shall not be
obligated to purchase Contracts pursuant to this Section 3.07 with respect to
any breaches by any prior Servicer.

                  SECTION 3.08      SERVICING COMPENSATION.

         As compensation for the performance of its obligations under this
Agreement and subject to the terms of this Section, the Servicer shall be
entitled to receive on each Distribution Date the Servicing Fee in respect of
each Contract that was Outstanding at the beginning of the Collection Period
ending immediately prior to such Distribution Date; provided, however, that with
respect to the first Distribution Date the Servicer will be entitled to receive
the Servicing Fee in respect of each Outstanding Initial Contract as of the
Initial Cut-Off Date. As servicing compensation in addition to the Servicing
Fee, the Servicer shall be entitled (i) to retain all late payment charges,
extension fees and similar items paid in respect of, under the circumstances and
in the manner set forth in the Contracts, (ii) to receive, in respect of each
Rule of 78's Contract that is prepaid in full prior to its Maturity Date, the
amount by which the outstanding principal balance of such Contract (determined
in accordance with the Rule of 78's Method) exceeds the Principal Balance of
such Contract at the time of such prepayment and (iii) to receive all investment
earnings on funds credited to the Collection Account and the Payahead Account;
provided, however, that the Servicer agrees that each amount payable to it
pursuant to clause (ii) of this Section shall be deposited in the Spread Account
and applied in accordance with the Insurance Agreement. The Servicer shall pay
all expenses incurred by it in connection with its servicing activities
hereunder and shall not be entitled to reimbursement of such expenses except to
the extent provided in Section 3.03.

                                      -50-
<PAGE>
                  SECTION 3.09      REPORTING BY THE SERVICER.

                  (a)      No later than 3:00 p.m. New York City time on each
         Servicer Report Date, the Servicer shall deliver (by telex, facsimile,
         electronic transmission, first class mail, overnight courier or
         personal delivery) to the Issuer, the Trust Agent, the Indenture
         Trustee and the Insurer a statement (the "Distribution Date Statement")
         setting forth with respect to the next succeeding Distribution Date:

                  (i)               the Note Interest Distributable Amount for
                                    such Distribution Date;

                  (ii)              the Note Principal Distributable Amount for
                                    such Distribution Date and the portion of
                                    the Note Principal Distributable Amount, if
                                    any, constituting the Accelerated Principal
                                    Distributable Amount;

                  (iii)             the Note Distributable Amount for such
                                    Distribution Date;

                  (iv)              the Premium payable to the Insurer;

                  (v)               the amount to be on deposit in the Spread
                                    Account on such Distribution Date, before
                                    and after giving effect to deposits thereto
                                    and withdrawals therefrom to be made in
                                    respect of such Distribution Date;

                  (vi)              the amount of the withdrawal, if any,
                                    required to be made from the Spread Account
                                    by the Indenture Trustee pursuant to Section
                                    4.04(b);

                  (vii)             the aggregate Servicing Fee with respect to
                                    the Contracts for the related Collection
                                    Period;

                  (viii)            the amount of fees paid to the Owner
                                    Trustee, the Indenture Trustee and Trust
                                    Agent with respect to the related Collection
                                    Period;

                  (ix)              the amount of any Note Interest Carryover
                                    Shortfall and Note Principal Carryover
                                    Shortfall on such Distribution Date and the
                                    change in such amounts from those with
                                    respect to the immediately preceding
                                    Distribution Date;

                  (x)               the number of, and aggregate amount of,
                                    monthly principal and interest payments due
                                    on the Contracts which are delinquent as of
                                    the end of the related Collection Period
                                    presented on a 30-day, 60-day and 90-day
                                    basis;

                  (xi)              the Net Collections and the Insured Amount,
                                    if any, for such Distribution Date;

                                      -51-
<PAGE>
                  (xii)             the aggregate amount of Liquidation Proceeds
                                    received for Defaulted Contracts;

                  (xiii)            the net credit losses and Cram Down Losses
                                    for the Collection Period;

                  (xiv)             the number and net outstanding balance of
                                    Contracts for which the Financed Vehicle has
                                    been repossessed;

                  (xv)              the Pool Balance;

                  (xvi)             for each Distribution Date occurring during
                                    and immediately following the end of the
                                    Funding Period, the amount on deposit in
                                    each of the Prefunding Account and the
                                    Capitalized Interest Account on such
                                    Distribution Date, before and after giving
                                    effect to withdrawals therefrom to be made
                                    in respect of such Distribution Date; and

                  (xvii)            for the Mandatory Partial Redemption Date,
                                    the Mandatory Partial Redemption Amount, if
                                    any.

Each such Distribution Date Statement shall be accompanied by an Officers'
Certificate of the Servicer, which Officers' Certificate shall state that the
computations reflected in such statement were made in conformity with the
requirements of this Agreement.

                  (b)      On each Servicer Report Date, the Servicer shall
         deliver to the Issuer, the Trust Agent, the Indenture Trustee and the
         Insurer a report, in respect of the immediately preceding Collection
         Period, setting forth the following:

                  (i)               the aggregate amount, if any, paid by or due
                                    from it for the purchases of Contracts which
                                    the Seller or the Servicer has become
                                    obligated to repurchase or purchase pursuant
                                    to Sections 2.03 or 3.07;

                  (ii)              the net amount of funds which have been
                                    deposited in or credited to the Collection
                                    Account or the Payahead Account in respect
                                    of such Collection Period (including
                                    amounts, if any, collected during the next
                                    preceding Collection Period and deposited in
                                    the Payahead Account pursuant to Section
                                    4.02) after giving effect to all permitted
                                    deductions therefrom pursuant to Section
                                    4.02;

                  (iii)             with respect to each Contract that became a
                                    Liquidated Contract during the Collection
                                    Period, the following information:

                                             (A)      its Contract Number;

                                             (B)      the effective date as of
                           which such Contract became a Liquidated Contract;

                                      -52-
<PAGE>
                                             (C)      its Monthly P&I and
                           Principal Balance as of the close of business on the
                           last day of the preceding Collection Period (or as of
                           the Closing Date in the case of the first
                           Distribution Date); and

                                             (D)      if less than 100% of the
                           outstanding principal balance of and accrued and
                           unpaid interest was recovered on such Liquidated
                           Contract, the amount of the Net Liquidation Proceeds
                           or Net Insurance Proceeds;

                  (iv)              with respect to each Contract which was the
                                    subject of a Full Prepayment during such
                                    Collection Period, the following
                                    information:

                                             (A)      its Contract Number; and

                                             (B)      the date of such Full
                           Prepayment;

                  (v)               the Contract Numbers, Monthly P&I, Principal
                                    Balances and Maturity Dates of all Contracts
                                    which became Defaulted Contracts during such
                                    Collection Period;

                  (vi)              any other information relating to the
                                    Contracts reasonably requested by the Owner
                                    Trustee, the Trust Agent, the Indenture
                                    Trustee or the Insurer;

                  (vii)             the amount of Net Liquidation Proceeds and
                                    Net Insurance Proceeds which have been
                                    deposited in or credited to the Collection
                                    Account in respect of the Collection Period
                                    ending immediately prior to such Servicer
                                    Report Date and the cumulative amount of Net
                                    Liquidation Proceeds and Net Insurance
                                    Proceeds deposited in or credited to the
                                    Collection Account during the preceding
                                    Collection Periods;

                  (viii)            with respect to each Distribution Date
                                    during and immediately following the end of
                                    the Funding Period, the Capitalized Interest
                                    Amount, if any, with respect to the related
                                    Collection Period and the amount, if any,
                                    withdrawn from the Capitalized Interest
                                    Account pursuant to this Agreement;

                  (ix)              during the Funding Period, the remaining
                                    balance in the Prefunding Account; and

                  (x)               for the Mandatory Partial Redemption Date,
                                    the Mandatory Partial Redemption Amount, if
                                    any.

                                      -53-
<PAGE>
                  SECTION 3.10      ANNUAL STATEMENT AS TO COMPLIANCE.

                  (a)      The Servicer shall deliver to the Issuer, the Trust
         Agent, the Indenture Trustee and the Insurer, on or before March 31,
         2004 and on or before March 31 of each fiscal year thereafter, an
         Officers' Certificate of the Servicer stating that (i) a review of the
         activities of the Servicer during the preceding fiscal year (since the
         Closing Date in the case of the first of such Officers' Certificates
         required to be delivered) and of its performance under this Agreement
         has been made under such officers' supervision and (ii) to the best of
         such officers' knowledge, based on such review, the Servicer has
         fulfilled all its obligations under this Agreement throughout such year
         and that no default under this Agreement has occurred and is
         continuing, or, if there has been a default in the fulfillment of any
         such obligation, specifying each such default known to such officer and
         the nature and status thereof.

                  (b)      The Servicer shall deliver to the Issuer, the Trust
         Agent, the Indenture Trustee, the Insurer and each Rating Agency
         promptly after having obtained knowledge thereof, but in no event later
         than five Business Days thereafter, an Officer's Certificate specifying
         any event which with the giving of notice or lapse of time, or both,
         would become a Servicer Default under Section 7.01.

                  SECTION 3.11      ANNUAL INDEPENDENT CERTIFIED PUBLIC
ACCOUNTANT'S REPORT.

         On or before March 31, 2004 and on or before March 31 of each fiscal
year thereafter, the Servicer at its expense shall cause a firm of nationally
recognized independent certified public accountants (who may also render other
services to the Servicer) to furnish a report to the Issuer, the Trust Agent,
the Indenture Trustee and the Insurer to the effect that (i) they have audited
the balance sheet of the Servicer as of the last day of said fiscal year and the
related statements of operations, retained earnings and cash flows for such
fiscal year and have issued an opinion thereon, specifying the date thereof,
(ii) they have also reviewed the reports delivered by the Servicer pursuant to
Section 3.09(b) and certain other documents and the records relating to the
servicing of the Contracts and the distributions on the Notes under this
Agreement, (iii) their audit and review as described under clauses (i) and (ii)
above was made in accordance with generally accepted auditing standards and
accordingly included such tests of the accounting records and such other
auditing procedures as they considered necessary in the circumstances, and (iv)
their audits and reviews described under clauses (i) and (ii) above disclosed no
exceptions which, in their opinion, were material, relating to the servicing of
such Contracts in accordance with this Agreement and the making of distributions
on the Notes in accordance with this Agreement, or, if any such exceptions were
disclosed thereby, setting forth those exceptions which, in their opinion, were
material.

                  SECTION 3.12      ACCESS TO CERTAIN DOCUMENTATION AND
INFORMATION REGARDING CONTRACTS.

         If the Servicer is acting as Custodian, the Servicer shall provide to
the Noteholders, the Issuer, the Owner Trustee, the Trust Agent, the Indenture
Trustee and the Insurer reasonable access to the Contract Files and Contract
Documents. Access shall be afforded without charge,

                                      -54-
<PAGE>
but only upon reasonable request and during normal business hours at designated
offices of the Servicer. Nothing in this Section shall affect the obligation of
the Servicer to observe any applicable law prohibiting disclosure of information
regarding the Obligors, and the failure of the Servicer to provide access to
information as a result of such obligation shall not constitute a breach of this
Section.

                  SECTION 3.13      FIDELITY BOND.

         The Servicer shall maintain a fidelity bond in such form and amount as
is customary for banks acting as custodian of funds and documents in respect of
mortgage loans or consumer contracts on behalf of institutional investors.

                  SECTION 3.14      INDEMNIFICATION; THIRD PARTY CLAIMS.

         Subject to Section 7.02, the Servicer agrees to indemnify and hold the
Issuer, the Owner Trustee, the Trust Agent, the Indenture Trustee, the Insurer,
the Custodian and the Noteholders harmless against any and all claims, losses,
penalties, fines, forfeitures, reasonable legal fees and related costs,
judgments, and any reasonable other costs, fees and expenses that the Issuer,
the Owner Trustee, the Trust Agent, the Indenture Trustee, the Insurer, the
Custodian or Noteholders may sustain because of the failure of the Servicer to
perform its duties and service the Contracts in compliance with the terms of
this Agreement. The Servicer shall (i) immediately notify the Issuer, the
Insurer and the Indenture Trustee in writing if a claim is made by a third party
with respect to the Contracts, (ii) assume, with the consent of the Insurer, the
defense of any such claim, (iii) pay all expenses in connection therewith,
including counsel fees, and (iv) promptly pay, discharge and satisfy any
judgment or decree which may be entered with respect to such claim against the
Servicer, the Issuer, the Owner Trustee, the Trust Agent, the Indenture Trustee,
the Insurer, the Custodian or the Noteholders.

                  SECTION 3.15      REPORTS TO NOTEHOLDERS AND THE RATING
AGENCIES.

                  (a)      The Indenture Trustee at its own expense shall
         provide to each Noteholder a copy of each Distribution Date Statement
         described in Section 3.09(a) concurrently with the delivery of the
         statement described in Section 4.05 below.

                  (b)      The Indenture Trustee shall provide to any Noteholder
         who so requests in writing (addressed to the Corporate Trust Office of
         the Indenture Trustee) a copy of the annual audit statement described
         in Section 3.10, or the annual audit report described in Section 3.11.
         The Indenture Trustee may require the Noteholder to pay a reasonable
         sum to cover the cost of the Indenture Trustee's complying with such
         request.

                  (c)      The Indenture Trustee shall forward to the Rating
         Agencies and the Insurer the statement to Noteholders described in
         Section 4.05 and any other reports it may receive pursuant to this
         Agreement to (i) Standard & Poor's Ratings Services, Asset-Backed
         Surveillance Group, 55 Water Street, New York, New York 10041, (ii)
         Moody's Investors Service, Inc., ABS Monitoring Dept., 99 Church
         Street, 4th Floor, New York, New York 10007, and (iii) the address of
         the Insurer at the address set forth in the Insurance Agreement.

                                      -55-
<PAGE>
                  SECTION 3.16      ACCESS TO LIST OF NOTEHOLDERS' NAMES AND
ADDRESSES.

         The Indenture Trustee shall furnish or cause to be furnished to the
Servicer, the Insurer and the Seller, within 15 days after receipt by the
Indenture Trustee of a written request therefor from the Servicer, the Insurer
or the Seller, a list, in such form as the Servicer, the Insurer or the Seller
may reasonably require, of the names and addresses of the Noteholders as of the
most recent Record Date. If three or more Noteholders, or one or more
Noteholders evidencing not less than 25% of the aggregate outstanding principal
balance of the Notes (hereinafter referred to as "Applicants"), apply in writing
to the Indenture Trustee, and such application states that the Applicants desire
to communicate with other Noteholders with respect to their rights hereunder or
under the Notes and such application is accompanied by a copy of the
communication that such Applicants propose to transmit, then the Indenture
Trustee shall, within five Business Days after the receipt of such application,
afford such Applicants access, during normal business hours, to the current list
of Noteholders. Each Noteholder, by receiving and holding a Note, agrees with
the Servicer, the Seller and the Indenture Trustee that none of the Servicer,
the Seller or the Indenture Trustee shall be held accountable by reason of the
disclosure of any such information as to its name and address hereunder,
regardless of the source from which such information was derived.

                                   ARTICLE IV

                         DISTRIBUTIONS; SPREAD ACCOUNT;
                            STATEMENTS TO NOTEHOLDERS

                  SECTION 4.01      ESTABLISHMENT OF TRUST ACCOUNTS.

                  (a)      Prior to the Closing Date, the Servicer shall open,
         at a depository institution (which may be the same depository
         institution which is acting in the capacity as Indenture Trustee), the
         following accounts:

                  (i)               an account denominated "Collection Account -
                                    OT 2003-A, JPMorgan Chase Bank, Indenture
                                    Trustee" (the "COLLECTION ACCOUNT");

                  (ii)              an account denominated "Payahead Account -
                                    OT 2003-A, JPMorgan Chase Bank, as agent"
                                    (the "PAYAHEAD ACCOUNT");

                  (iii)             an account denominated "Spread Account - OT
                                    2003-A, JPMorgan Chase Bank, Indenture
                                    Trustee" (the "SPREAD ACCOUNT");

                  (iv)              an account denominated "Note Distribution
                                    Account - OT 2003-A, JPMorgan Chase Bank,
                                    Indenture Trustee" (the "NOTE DISTRIBUTION
                                    ACCOUNT");

                  (v)               an account denominated "Prefunding Account -
                                    OT 2003-A, JPMorgan Chase Bank, Indenture
                                    Trustee" (the "PREFUNDING ACCOUNT"); and

                                      -56-
<PAGE>
                  (vi)              an account denominated "Capitalized Interest
                                    Account - OT 2003-A, JPMorgan Chase Bank,
                                    Indenture Trustee" (the "CAPITALIZED
                                    INTEREST ACCOUNT").

         In addition, the Indenture Trustee shall establish a trust account to
be maintained in the Corporate Trust Office of the Indenture Trustee denominated
"Payment Account - OT 2003-A, JPMorgan Chase Bank, Indenture Trustee" (the
"PAYMENT ACCOUNT" and, together with the accounts described in clauses (i)
through (vi) above, the "TRUST ACCOUNTS"). The Trust Accounts shall be Eligible
Accounts (subject to the requirement that the Payment Account must be maintained
as provided in the immediately preceding sentence) and relate solely to the
Notes and to the Contracts and, if applicable, the related Eligible Investments.
The location and account numbers of the Trust Accounts as of the Closing Date
are set forth on Schedule II. The Servicer shall give the Issuer, the Owner
Trustee, the Trust Agent and the Indenture Trustee at least five Business Days'
written notice of any change in the location of any Trust Account and any
related account identification information, provided any such change may be made
only with the prior written consent of the Insurer. All amounts, financial
assets and investment property held in, deposited in or credited to, from time
to time, the Trust Accounts (other than the Payahead Account and investment
income credited to the Collection Account and the Capitalized Interest Account)
shall be part of the Trust Property and all amounts, financial assets and
investment property held in, deposited in or credited to, from time to time, the
Collection Account, the Spread Account, the Prefunding Account and the
Capitalized Interest Account shall be invested by the Indenture Trustee in
Eligible Investments pursuant to Section 4.01(c).

                  (b)      If as of the last day of a Collection Period a
         payment in an amount less than the scheduled payment of Monthly P&I has
         been made for a Precomputed Contract with respect to which amounts have
         been deposited in or credited to the Payahead Account in a preceding
         Collection Period in accordance with Sections 3.01 and 4.02(a), the
         Servicer shall withdraw from the Payahead Account and deposit into the
         Collection Account by the fifth Business Day preceding the Distribution
         Date immediately succeeding such Collection Period the amount equal to
         the difference between such scheduled payment of Monthly P&I and such
         actual payment, to the extent available from amounts deposited in or
         credited to the Payahead Account with respect to such Contract. Amounts
         on deposit in the Payahead Account shall be invested by the depository
         institution maintaining the Payahead Account upon the written direction
         of the Servicer in Eligible Investments which mature not later than the
         fifth Business Day prior to the Distribution Date to which such amounts
         relate, and any earnings on such Eligible Investments shall be payable
         to the Servicer monthly. The Payahead Account and all amounts on
         deposit therein or credited thereto shall not be considered part of the
         Trust Property.

                  (c)      All funds in the Collection Account, the Spread
         Account, the Prefunding Account and the Capitalized Interest Account
         shall be invested by the Indenture Trustee (if the Indenture Trustee
         maintains the applicable account), or on behalf of the Indenture
         Trustee by the depository institution maintaining such account, in
         Eligible Investments only upon the written direction from the Servicer
         or the Insurer, as described below. Subject to the limitations set
         forth herein, the Servicer may direct the depository institution
         maintaining the Collection Account, the Spread Account, the Prefunding

                                      -57-
<PAGE>
         Account and the Capitalized Interest Account in writing (with a copy of
         such direction to the Indenture Trustee, if the Indenture Trustee is
         not the applicable depository institution) to invest funds in the
         Collection Account, the Spread Account, the Prefunding Account and the
         Capitalized Interest Account in Eligible Investments; provided that (i)
         in the absence of such directions from the Servicer, the Insurer may so
         direct, and (ii) at any time during the continuance of a Servicer
         Default, only the Insurer, or for so long as an Insurer Default shall
         have occurred and be continuing, only the Issuer, may give such
         investment directions. All such investments shall be in the name of the
         Indenture Trustee for the benefit of the Noteholders. All income or
         other gain from investment of monies deposited in or credited to the
         Collection Account shall be paid by the depository institution
         maintaining the Collection Account to the Servicer monthly. All income
         or other gain from investment of monies deposited in or credited to the
         Spread Account, the Prefunding Account and the Capitalized Interest
         Account shall be deposited in or credited to such account immediately
         upon receipt, and any loss resulting from such investment shall be
         charged to such account. The maximum permissible maturities of any
         investments of funds in the Collection Account, the Spread Account and
         the Capitalized Interest Account on any date shall not be later than
         the Servicer Report Date immediately preceding the Distribution Date
         next succeeding the date of such investment; provided, however, that if
         the Indenture Trustee is maintaining the applicable account, such funds
         may be invested by the Indenture Trustee in Eligible Investments of the
         entity that is serving as Indenture Trustee (or an entity which meets
         the criteria in clauses (i)(b) or (i)(c) of the definition of Eligible
         Account) that mature on the Business Day prior to such Distribution
         Date. The maximum permissible maturity of any investments of funds in
         the Prefunding Account on any date shall not be later than the next
         Business Day. No investment in Eligible Investments may be sold prior
         to its maturity. The funds on deposit in the Payment Account and the
         Note Distribution Account shall remain uninvested.

                  (d)      In the absence of written direction as provided
         above, all funds held in the Spread Account, the Collection Account,
         the Prefunding Account and the Capitalized Interest Account shall
         remain uninvested. In addition, if the applicable depository
         institution receives what it perceives to be conflicting directions
         regarding the investment of funds in the Collection Account, the Spread
         Account, the Prefunding Account or the Capitalized Interest Account,
         the directions of the Insurer shall control unless an Insurer Default
         shall have occurred and be continuing, in which case the directions of
         the Servicer shall control unless a Servicer Default shall have
         occurred and be continuing, in which case the directions of the Issuer
         shall control. In addition, the Indenture Trustee shall not in any way
         be held liable by reason of any insufficiency in any of the foregoing
         Trust Accounts held by or on behalf of the Indenture Trustee resulting
         from any investment loss on any Eligible Investments.

                  SECTION 4.02      COLLECTIONS; TRANSFERS TO PAYAHEAD ACCOUNT;
REALIZATION UPON POLICY; NET DEPOSITS; TRANSFERS TO PAYMENT ACCOUNT.

                  (a)      Subject to the last sentence of this Section 4.02(a),
         the Servicer shall remit or credit all payments on a daily basis,
         within two Business Days of receipt, by or on behalf of Obligors on the
         Contracts, and all Net Liquidation Proceeds and Net Insurance

                                      -58-
<PAGE>
         Proceeds and other monies as required to the Collection Account. Prior
         to the Servicer Report Date, amounts with respect to Precomputed
         Contracts which are otherwise required to be deposited in or credited
         to the Collection Account pursuant to the immediately preceding
         sentence shall instead be deposited in or credited to the Payahead
         Account to the extent that such amounts are installments of Monthly P&I
         which are due in a Collection Period relating to a Distribution Date
         subsequent to the Distribution Date immediately succeeding the date of
         receipt. The Servicer or the Seller, as the case may be, each shall
         remit or credit to the Collection Account each Purchase Amount to be
         remitted by it with respect to Purchased Contracts on the Business Day
         preceding the Servicer Report Date next succeeding (i) the end of the
         Collection Period in which the applicable Contract is repurchased by
         the Seller pursuant to Section 2.03, in the case of the Seller or (ii)
         the last day of the related cure period specified in Section 3.07, in
         the case of the Servicer.

                  (b)      On the Servicer Report Date, the Servicer shall
         determine the Insured Amount, if any, which exists with respect to the
         related Distribution Date and submit a Distribution Date Statement
         pursuant to Section 3.09.

                  (c)      The Indenture Trustee shall, no later than 10:00
         a.m., New York City time, on the third Business Day prior to each
         Distribution Date (based solely on the information contained in the
         Distribution Date Statement, delivered on the applicable Servicer
         Report Date), make a claim under the Policy for the Insured Amount, if
         any, for such Distribution Date by delivering to the Insurer, with a
         copy to the Trust Agent and the Servicer, by hand delivery, telex or
         facsimile transmission, a written notice (a "Deficiency Notice")
         specifying the Insured Amount, if any, for such Distribution Date,
         separately identifying the amount of the Insured Amount payable in
         respect of each Class of Notes. Each Deficiency Notice shall direct the
         Insurer to remit such Insured Amount to the Indenture Trustee for
         deposit in the Payment Account. In making any such claim, the Indenture
         Trustee shall comply with all the terms and conditions of the Policy.
         Upon receipt of the Insured Amount, the Indenture Trustee shall apply
         the portion thereof, if any, representing the Deficiency Amount with
         respect to a Distribution Date as provided in Section 4.03. Any amounts
         received by the Indenture Trustee under the Policy that represent
         Avoided Payment Amounts shall be paid, in accordance with the Policy,
         to the applicable Noteholder(s).

                  (d)      So long as Onyx is the Servicer, the Servicer may
         make deposits in or credits to the Collection Account net of amounts to
         be paid to the Servicer under this Agreement. Notwithstanding the
         foregoing, the Servicer shall maintain the records and accounts for
         such deposits and credits on a gross basis.

                  (e)      On the Business Day immediately preceding each
         Distribution Date, based solely on the Distribution Date Statement, the
         Servicer shall cause funds equal to the amount of Net Collections
         available with respect to such Distribution Date on deposit in the
         Collection Account to be withdrawn from the Collection Account and
         deposited into the Payment Account to be distributed pursuant to
         Section 4.03.

                                      -59-
<PAGE>
                  SECTION 4.03      DISTRIBUTIONS.

         On each Distribution Date, based solely on the Distribution Date
Statement, the Indenture Trustee will apply the Net Collections available from
the Payment Account, along with any amounts deposited into the Payment Account
from the Prefunding Account and the Capitalized Interest Account, with respect
to such Distribution Date to make the following deposits and distributions in
the following amounts and order of priority:

                  (i)               to the Servicer, the Servicing Fee,
                                    including any accrued and unpaid Servicing
                                    Fees with respect to one or more prior
                                    Collection Periods;

                  (ii)              to the Indenture Trustee, the Owner Trustee
                                    and the Trust Agent, any accrued and unpaid
                                    fees (which amounts do not include any
                                    expenses) of the Indenture Trustee, the
                                    Owner Trustee and the Trust Agent, in each
                                    case to the extent such fees have not been
                                    previously paid by the Servicer or the
                                    Administrator;

                  (iii)             to the Note Distribution Account, the Note
                                    Interest Distributable Amount to be paid to
                                    the Holders of the Class A Notes at their
                                    respective Interest Rates;

                  (iv)              to the Note Distribution Account, if such
                                    Distribution Date is a Note Final Scheduled
                                    Distribution Date for any Class of Notes,
                                    the Note Principal Distributable Amount to
                                    the extent of the remaining principal amount
                                    of such Class of Notes, to be paid to the
                                    Holders of such Class of Notes;

                  (v)               if such Distribution Date is the Mandatory
                                    Partial Redemption Date, to the Note
                                    Distribution Account, the Mandatory Partial
                                    Redemption Amount, to be distributed to the
                                    Holders of the Class A-1 Notes if such
                                    amount is less than or equal to $50,000, and
                                    to be distributed to the Holders of all
                                    Notes, pro rata based on the then
                                    outstanding principal balance of the Notes,
                                    if such amount exceeds $50,000;

                  (vi)              to the Note Distribution Account, solely
                                    from Net Collections (plus amounts
                                    transferred from the Prefunding Account
                                    representing earnings from investments
                                    therein and amounts transferred from the
                                    Capitalized Interest Account, if any)
                                    remaining after giving effect to the
                                    distributions described in clauses (i)
                                    through (v) above, the remaining Note
                                    Principal Distributable Amount (after giving
                                    effect to the payment, if any, described in
                                    clauses (iv) and (v) above), to be paid
                                    first to the Holders of the Class A-1 Notes
                                    until the principal amount of the Class A-1
                                    Notes has been reduced to zero, second, to
                                    the Holders of the Class A-2 Notes until the
                                    principal amount of the Class A-2 Notes has
                                    been reduced to zero,

                                      -60-
<PAGE>
                                    third, to the Holders of the Class A-3 Notes
                                    until the principal amount of the Class A-3
                                    Notes has been reduced to zero, and fourth,
                                    to the Holders of the Class A-4 Notes until
                                    the principal amount of the Class A-4 Notes
                                    has been reduced to zero;

                  (vii)             to the Insurer, after giving effect to the
                                    distributions described in clauses (i)
                                    through (vi) above, (A) any amounts,
                                    including the Premium, owing to the Insurer
                                    under the Insurance Agreement and (B) any
                                    unreimbursed Insurer Defense Costs;

                  (viii)            to the Spread Account, after giving effect
                                    to the distributions described in clauses
                                    (i) through (vii) above, the amount, if any,
                                    required to increase the amount therein to
                                    the Spread Account Maximum for such
                                    Distribution Date; and

                  (ix)              any amounts remaining after distribution of
                                    the Accelerated Principal Distributable
                                    Amount as part of the Note Principal
                                    Distributable Amount, if applicable, shall
                                    be deposited into the Spread Account.

Any amounts deposited in the Payment Account pursuant to 4.04(b) with respect to
a Distribution Date and any amounts received by the Indenture Trustee as a
result of a claim under the Policy that represent the Deficiency Amount with
respect to such Distribution Date shall be applied by the Indenture Trustee
solely to make the deposits and distributions referred to in clauses (i) through
(iv) above, in that order of priority, but only to the extent that the Net
Collections (plus amounts transferred to the Payment Account from the Prefunding
Account, representing earnings from investments therein, and amounts transferred
to the Payment Account from the Capitalized Interest Account, if any) with
respect to such Distribution Date, after application as provided above, were
insufficient to make such deposit or distribution. In addition, if the Insurer
pays any amounts to the Indenture Trustee with respect to a Distribution Date in
connection with the Insurer's election to pay, as provided in the Policy, all or
a portion of any shortfalls in the amount of Net Collections (plus amounts
transferred to the Payment Account from the Prefunding Account, representing
earnings from investments therein, and amounts transferred to the Payment
Account from the Capitalized Interest Account, if any) with respect to such
Distribution Date available to distribute the amounts referred to in clause (vi)
above, the Indenture Trustee shall distribute the amounts so received from the
Insurer as provided in such clause.

                  SECTION 4.04      SPREAD ACCOUNT.

                  (a)      The Spread Account will be held for the benefit of
         the Noteholders and the Insurer.

                  (b)      On each Distribution Date, based solely on the
         Distribution Date Statement, the Indenture Trustee shall withdraw funds
         from the Spread Account, to the extent funds are on deposit therein,
         equal to the amount by which the sum of the amounts set forth in
         Section 4.03, clauses (i) though (iv) with respect to such Distribution
         Date

                                      -61-
<PAGE>
         exceeds the amount of Net Collections (plus amounts transferred to the
         Payment Account from the Prefunding Account, representing earnings from
         investments therein, and amounts transferred to the Payment Account
         from the Capitalized Interest Account, if any) available with respect
         to such Distribution Date. The Indenture Trustee shall deposit any such
         funds withdrawn from the Spread Account into the Payment Account to be
         distributed pursuant to Section 4.03. Funds shall also be withdrawn
         from the Spread Account by the Indenture Trustee, as directed by the
         Insurer to reimburse the Insurer for draws with respect to any Avoided
         Payment Amount. If the amount of cash on deposit in the Spread Account
         on any Distribution Date (after giving effect to all deposits thereto
         or withdrawals therefrom on such Distribution Date other than
         withdrawals relating to distributions to be made pursuant to this
         sentence) exceeds the maximum amount of the cash component of the
         Spread Account, as specified in the definition of "Spread Account
         Maximum" set forth in the Insurance Agreement, the Indenture Trustee
         shall, based solely on the Distribution Date Statement, distribute any
         excess first, to the Insurer, to the extent of any amounts owing to the
         Insurer pursuant to the Insurance Agreement, and any unreimbursed
         Insurer Defense Costs, and second, to the Residual Distribution Account
         for distribution to holders of the Residual Interests pursuant to the
         Trust Agreement. Upon any such distributions to the Insurer or the
         holders of the Residual Interests, the Noteholders will have no further
         rights in, or claims to, such amounts.

                  (c)      Amounts held in the Spread Account shall be invested
         in the manner specified in Section 4.01(c), and such investments shall
         be made in accordance with written instructions from the Servicer;
         provided that, if the Indenture Trustee does not receive any such
         written instructions prior to any date on which an investment decision
         must be made, the funds held in the Spread Account will remain
         uninvested. All such investments shall be made in the name of the
         Indenture Trustee or its nominee and such investments shall not be sold
         or disposed of prior to their maturity.

                  (d)      Ninety-one (91) days following the termination of the
         Trust pursuant to Section 9.01 of the Trust Agreement, any amounts on
         deposit in the Spread Account, after payments of amounts due to the
         Noteholders or the Insurer pursuant to the Insurance Agreement, and any
         unreimbursed Insurer Defense Costs, shall be paid to the holders of the
         Residual Interests; provided, however, that if an insolvency event of
         the type described in Section 7.01(d) or (e) with respect to any of the
         Seller, the Servicer, the Indenture Trustee or the Noteholders
         (collectively, the "POTENTIAL PREFERENCE PARTIES") shall have occurred
         during the period ending ninety-one (91) days after payment in full to
         the Noteholders of all amounts payable with respect to the Notes and
         the payment in full of the Repayment Amount then the funds on deposit
         in the Spread Account shall be retained until the date all applicable
         statute of limitation periods with respect to all applicable preference
         actions and periods have expired and during which time no preference
         action or similar proceeding at law or in equity is commenced, at which
         time, the Insurer shall direct the Indenture Trustee in writing to
         release all amounts in the Spread Account to the holders of the
         Residual Interests, pro rata in proportion to percentage portion of the
         Residual Interest (the "PERCENTAGE INTEREST") of each such holder of
         the Residual Interests. In the event that any preference action
         referred to above is commenced during any applicable statute of
         limitations period, funds deposited in the Spread Account shall be
         retained until the date on which there is a final determination by

                                      -62-
<PAGE>
         a court of competent jurisdiction as to whether any payment or payments
         made pursuant to this Agreement, the Indenture, the Indemnification
         Agreement or the Insurance Agreement is recoverable from any of the
         Insurer or the Noteholders. If it is so determined that a payment is so
         recoverable, funds deposited in the Spread Account shall be applied by
         the Indenture Trustee at the written direction of the Insurer first to
         pay any and all such claims with respect to such preference actions as
         the Noteholders and the Insurer may be required to pay and then to the
         holders of the Residual Interests, pro rata in proportion to their
         Percentage Interests. If it is determined that any such payment is not
         recoverable, the Insurer shall direct the Indenture Trustee in writing
         to release all amounts on deposit in the Spread Account to the holders
         of the Residual Interests, pro rata in proportion to their Percentage
         Interests, upon receipt by the Insurer of both a final order
         determining that such payments are not recoverable and an opinion of
         nationally recognized bankruptcy counsel to the effect that such appeal
         is final and not subject to appeal. For purposes of compliance with
         this Section 4.04(d), the Indenture Trustee shall be entitled to rely
         on written instructions from the Insurer.

                  (e)      In the event any of the holders of the Residual
         Interests seek to have the amounts remaining on deposit in the Spread
         Account released to holders of the Residual Interests prior to the
         expiration of the ninety-one (91) day period specified in Section
         4.04(d) above, then, if (i) amounts payable with respect to the Notes
         have been fully paid to the Noteholders, (ii) the Repayment Amount and
         all other amounts owing to the Insurer pursuant to the Insurance
         Agreement, and any unreimbursed Insurer Defense Costs have been paid in
         full, (iii) no case or proceeding described in Sections 7.01(d) or (e)
         has occurred with respect to the Potential Preference Parties, and (iv)
         either (A) the long term unsecured debt of the Seller and the Servicer
         is rated "BBB-" or better by Standard & Poor's and "Baa3" or better by
         Moody's, (B) the Insurer shall have received a favorable opinion or
         opinions, satisfactory in form and substance to the Insurer, from
         counsel to Onyx, the Seller and the Servicer, to the effect that in the
         event a case or proceeding described in Sections 7.01(d) or (e) were to
         occur with respect to the Potential Preference Parties, no payment
         pursuant to this Agreement or the Insurance Agreement would be
         recoverable from either the Insurer or the Noteholders, and such other
         matters as the Insurer may reasonably request, or (C) the Insurer, in
         its sole discretion, elects to have the remaining amounts on deposit in
         the Spread Account paid to the holders of the Residual Interests, then,
         in any such event, all remaining amounts on deposit in the Spread
         Account shall be paid to the holders of the Residual Interests, pro
         rata in proportion to their Percentage Interests.

                  SECTION 4.05      STATEMENTS TO NOTEHOLDERS.

         (a)      On each Distribution Date, the Indenture Trustee shall make
available on its website at www.jpmorgan.com/absmbs to each Noteholder of record
as of the related Record Date, and to each other party to this Agreement, a
statement, prepared by the Servicer, based on the information in the
Distribution Date Statement furnished pursuant to Section 3.09, setting forth
for such Distribution Date the following information as of the related Record
Date or such Distribution Date, as the case may be:

                                      -63-
<PAGE>
                  (i)               the amount of such distribution allocable to
                                    principal (stated separately for each Class
                                    of Notes), separately identifying the
                                    aggregate amount included therein of any (i)
                                    Full Prepayments of principal on Precomputed
                                    Contracts and (ii) Full Prepayments and
                                    partial prepayments of principal on Simple
                                    Interest Contracts;

                  (ii)              the amount of such distribution allocable to
                                    interest (stated separately for each Class
                                    of Notes);

                  (iii)             the Note Distributable Amount for such
                                    Distribution Date;

                  (iv)              the Premium payable to the Insurer;

                  (v)               the amount to be on deposit in the Spread
                                    Account on such Distribution Date, before
                                    and after giving effect to deposits thereto
                                    and withdrawals therefrom to be made in
                                    respect of such Distribution Date;

                  (vi)              the amount of the withdrawal, if any,
                                    required to be made from the Spread Account
                                    by the Indenture Trustee, specifying as to
                                    whether such amount is to be (A) deposited
                                    into the Payment Account, (B) paid to the
                                    Insurer or (C) deposited into the Note
                                    Distribution Account for distribution to the
                                    holders of the Residual Interests pursuant
                                    to Section 4.04;

                  (vii)             the aggregate Servicing Fee with respect to
                                    the Contracts for the related Collection
                                    Period;

                  (viii)            the amount of fees paid to the Owner
                                    Trustee, the Trust Agent and the Indenture
                                    Trustee, with respect to the related
                                    Collection Period;

                  (ix)              the amount of any Note Interest Carryover
                                    Shortfall and Note Principal Carryover
                                    Shortfall on such Distribution Date and the
                                    change in such amounts from those with
                                    respect to the immediately preceding
                                    Distribution Date;

                  (x)               the number of, and aggregate amount of,
                                    monthly principal and interest payments due
                                    on the Contracts which are delinquent as of
                                    the end of the related Collection Period
                                    presented on a 30-day, 60-day and 90-day
                                    basis;

                  (xi)              the Net Collections and the Insured Amount,
                                    if any, for such Distribution Date;

                  (xii)             the aggregate amount of Liquidation Proceeds
                                    received for Defaulted Contracts;

                                      -64-
<PAGE>
                  (xiii)            the net credit losses and Cram Down Losses
                                    for the Collection Period;

                  (xiv)             the number and net outstanding balance of
                                    Contracts for which the Financed Vehicle has
                                    been repossessed;

                  (xv)              the Pool Balance and the Note Pool Factor
                                    for each Class of Notes as of such
                                    Distribution Date after giving effect to the
                                    distribution made on such Distribution Date;

                  (xvi)             on each Distribution Date occurring during
                                    and immediately following the end of the
                                    Funding Period, the amount on deposit in
                                    each of the Prefunding Account and the
                                    Capitalized Interest Account on such
                                    Distribution Date, before and after giving
                                    effect to withdrawals therefrom to be made
                                    in respect of such Distribution Date;

                  (xvii)            on each Distribution Date occurring during
                                    and immediately following the end of the
                                    Funding Period, the amounts of investment
                                    earnings and other amounts transferred from
                                    the Prefunding Account and the amounts
                                    transferred from the Capitalized Interest
                                    Account to the Payment Account; and

                  (xviii)           on the Distribution Date immediately
                                    following the end of the Funding Period, the
                                    Mandatory Partial Redemption Amount.

Each amount set forth pursuant to subclauses (i) or (ii) above shall be
expressed as a dollar amount per $1,000.00 of original principal amount of a
Note. Assistance in using the website can be obtained by calling the Indenture
Trustee at 1-877-722-1095. Parties that are unable to use the above distribution
option are entitled to have a paper copy mailed to them via first class mail by
calling 1-877-722-1095. The Indenture Trustee shall have the right to change the
way the statements to Noteholders are distributed in order to make such
distribution more convenient, and the Indenture Trustee shall provide timely and
adequate notification to all above parties regarding such changes.

         (b)      Within a reasonable period of time after the end of each
calendar year, but not later than the latest date permitted by law, the Servicer
shall prepare and furnish to the Issuer, the Indenture Trustee and each Paying
Agent, and the Paying Agent for the Notes and the Paying Agent for the Residual
Interest Instruments shall furnish to each Person who on any Record Date during
such calendar year shall have been a Holder of a Note or a Residual Interest
Instrument, respectively, a statement or statements containing the sum of the
amounts set forth in clauses (i) and (ii) above for such calendar year and such
other information as is reasonably necessary for the preparation of such
Person's federal income tax return in respect of the Notes or Residual Interest
Instruments or, in the event such Person shall have been a Holder of a Note or a
Residual Interest Instrument during a portion of such calendar year, for the
applicable portion of such year, for the purposes of such Noteholder's or
Residual Interestholder's preparation of federal income tax returns.

                                      -65-
<PAGE>
                  SECTION 4.06      CAPITALIZED INTEREST ACCOUNT.

         (a)      Pursuant to Section 4.01, the Servicer shall establish the
Capitalized Interest Account in the name of the Indenture Trustee for the
benefit of the Noteholders and the Insurer.

         (b)      On the Closing Date, the Seller shall deposit the Initial
Capitalized Interest Amount into the Capitalized Interest Account.

         (c)      On the Business Day immediately preceding each Distribution
Date, based solely on the Distribution Date Statement, the Indenture Trustee
shall withdraw or cause to be withdrawn funds equal to the Capitalized Interest
Amount with respect to such Distribution Date from amounts on deposit in the
Capitalized Interest Account and deposit or cause to be deposited such funds
into the Payment Account, to be distributed pursuant to Section 4.03.

         (d)      On each Distribution Date during and immediately following the
Funding Period, based on the written instructions of the Servicer, the Indenture
Trustee shall release to the Seller from the Capitalized Interest Account an
amount such that the balance remaining in the Capitalized Interest Account after
such release and after any transfer of the Capitalized Interest Amount to the
Payment Account pursuant to Section 4.06(c) will equal the Maximum Capitalized
Interest Amount. On the Distribution Date following the Mandatory Partial
Redemption Date, the Indenture Trustee shall release to the Seller any amounts
remaining on deposit in the Capitalized Interest Account after giving effect to
the required distribution to Noteholders on such date.

                  SECTION 4.07      PREFUNDING ACCOUNT.

         (a)      Pursuant to Section 4.01, the Servicer shall establish the
Prefunding Account in the name of the Indenture Trustee for the benefit of the
Noteholders and the Insurer.

         (b)      On the Closing Date, the Seller shall deposit into the
Prefunding Account an amount equal to the Prefunded Amount from the proceeds of
the sale of the Notes. Provided the Indenture Trustee has received the related
Transfer Certificate on the Business Day immediately preceding the Prefunding
Transfer Date, the Indenture Trustee shall withdraw from the Prefunding Account
an amount equal to the Outstanding Principal Balance of the Prefunded Contracts
(as indicated in the Transfer Certificate and determined as of the related
Prefunding Cut-Off Date) that have been delivered to the Custodian, on behalf of
the Indenture Trustee, and wire such amount by federal funds to the Seller's
account listed in the Transfer Certificate relating to such Prefunding Transfer
Date by 1:00 p.m. California time on such Prefunding Transfer Date.

         (c)      If any amount remains on deposit in the Prefunding Account on
the last day of the Funding Period, such amount shall be invested at the written
instruction of the Servicer in a single Eligible Investment which matures on the
Business Day preceding the Mandatory Partial Redemption Date; provided, that in
the event no such Eligible Investment is available, such amount shall not be
invested but shall be held in the Prefunding Account uninvested.

         (d)      On the Business Day preceding the Mandatory Partial Redemption
Date, the Servicer shall instruct the Indenture Trustee in writing to withdraw
the Mandatory Partial

                                      -66-
<PAGE>
Redemption Amount from the Prefunding Account and deposit such amount in the
Payment Account on such Business Day.

         (e)      On the Business Day immediately preceding each Distribution
Date following a Collection Period during which amounts are on deposit in the
Prefunding Account, the Indenture Trustee shall withdraw the earnings on all
investments in the Prefunding Account and deposit such amount in the Payment
Account on such Business Day.

                  SECTION 4.08      REQUIREMENTS RELATING TO PREFUNDING ACCOUNT.

         The transfer of Prefunded Contracts to the Trust shall be subject to
each of, and Prefunded Contracts shall not be transferred to the Trust to the
extent such transfer would result in the violation of any of, the following
restrictions and limitations, as well as the conditions set forth in Section
2.01(c):

         (a)      The period during which Prefunded Contracts may be transferred
to the Trust (the "FUNDING PERIOD") shall begin on the Closing Date and end no
later than the earliest to occur of: (i) the date on which the balance in the
Prefunding Account is less than $2,500.00; (ii) the date on which a Servicer
Default or an Indenture Event of Default occurs; or (iii) the close of business
on April 30, 2003.

         (b)      [Reserved].

         (c)      Each of the Prefunded Contracts shall meet the same terms and
conditions for eligibility as those of the Funded Contracts; provided, that the
terms and conditions for determining the eligibility of a Prefunded Contract may
be changed if such changes receive prior approval by the Insurer, with notice
given to each Rating Agency.

         (d)      The transfer of Prefunded Contracts shall not result in any
Note receiving a lower credit rating from a Rating Agency upon termination of
the Funding Period than the rating obtained as of the time of the initial
issuance of the Notes by the Trust without regard to the Policy.

                                   ARTICLE V

                                   THE SELLER

                  SECTION 5.01      LIABILITY OF SELLER.

         The Seller shall be liable in accordance herewith only to the extent of
the obligations specifically undertaken by the Seller under this Agreement.

                  SECTION 5.02      MERGER OR CONSOLIDATION OF, OR ASSUMPTION OF
THE OBLIGATIONS OF, SELLER; CERTAIN LIMITATIONS.

         The Seller shall not consolidate with or merge into any other
corporation or convey, transfer or lease substantially all of its assets as an
entirety to any Person unless the corporation formed by such consolidation or
into which the Seller has merged or the Person which acquires

                                      -67-
<PAGE>
by conveyance, transfer or lease substantially all the assets of the Seller as
an entirety, can lawfully perform the obligations of the Seller hereunder and
executes and delivers to the Issuer, the Trust Agent, the Indenture Trustee and
the Insurer an agreement in form and substance reasonably satisfactory to the
Issuer, the Trust Agent, the Indenture Trustee and the Insurer, which contains
an assumption by such successor entity of the due and punctual performance and
observance of each covenant and condition to be performed or observed by the
Seller under this Agreement.

                  SECTION 5.03      LIMITATION ON LIABILITY OF SELLER AND
OTHERS.

         The Seller and any director or officer or employee or agent of the
Seller may rely in good faith on any document of any kind, prima facie properly
executed and submitted by any Person respecting any matters arising hereunder.
The Seller shall not be under any obligation to appear in, prosecute or defend
any legal action that shall not be incidental to its obligations under this
Agreement, and that in its opinion may involve it in any expense or liability.

                  SECTION 5.04      SELLER NOT TO RESIGN.

         Subject to the provisions of Section 5.02, the Seller shall not resign
from the obligations and duties hereby imposed on it as Seller under this
Agreement.

                  SECTION 5.05      SELLER MAY OWN NOTES AND RESIDUAL INTEREST
INSTRUMENTS.

         The Seller and any Affiliate thereof may in its individual or any other
capacity become the owner or pledgee of Notes or Residual Interest Instruments
with the same rights as it would have if it were not the Seller or an Affiliate
thereof, except as expressly provided herein or in any Basic Document. Notes or
Residual Interest Instruments so owned by or pledged to the Seller or such
Affiliate shall have an equal and proportionate benefit under the provisions of
this Agreement, without preference, priority or distinction as among all Classes
of the Notes or Residual Interest Instruments, as the case may be.

                                   ARTICLE VI

                                  THE SERVICER

                SECTION 6.01        LIABILITY OF SERVICER; INDEMNITIES.

         Subject to Section 7.02, the Servicer shall be liable in accordance
herewith only to the extent of the obligations specifically undertaken by the
Servicer under this Agreement. Such obligations shall include the following:

         (a)      The Servicer shall defend, indemnify and hold harmless the
Issuer, the Owner Trustee, the Trust Agent, the Indenture Trustee, the Insurer,
the Custodian, their respective officers, directors, agents and employees, and
the Noteholders from and against any and all costs, expenses, losses, damages,
claims and liabilities, arising out of or resulting from the use, ownership or
operation by the Servicer or any Affiliate thereof of a Financed Vehicle.

                                      -68-
<PAGE>
         (b)      The Servicer shall indemnify, defend and hold harmless the
Issuer, the Owner Trustee, the Trust Agent, the Indenture Trustee, the Insurer,
the Custodian (if the Custodian is not the Servicer) and their respective
officers, directors, agents and employees from and against any taxes that may at
any time be asserted against the Issuer, the Owner Trustee, the Trust Agent, the
Indenture Trustee, the Insurer or the Custodian with respect to the transactions
contemplated herein and in the other Basic Documents, including, without
limitation, any sales, gross receipts, general corporation, tangible personal
property, privilege or license taxes (but, not including (i) in the case of the
Issuer, any taxes asserted with respect to, and as of the date of, the sale of
the Contracts to the Issuer or the issuance and original sale of the Notes, or
(ii) any taxes asserted with respect to ownership of the Contracts, or (iii) any
federal or other income taxes arising out of distributions on the Notes) and
costs and expenses in defending against the same.

         (c)      The Servicer shall indemnify, defend and hold harmless the
Issuer, the Owner Trustee, the Trust Agent, the Indenture Trustee, the Insurer,
the Custodian (if the Custodian is not the Servicer), their respective officers,
directors, agents and employees and the Noteholders from and against any and all
costs, expenses, losses, claims, damages and liabilities to the extent that such
cost, expense, loss, claim, damage or liability arose out of, or was imposed
upon any such Person through, the negligence (other than errors in judgment),
willful misfeasance or bad faith of the Servicer or the Seller in the
performance of their respective duties under this Agreement.

         (d)      The Servicer shall indemnify, defend and hold harmless the
Issuer, the Owner Trustee, the Trust Agent, the Indenture Trustee, the Insurer,
the Custodian (if the Custodian is not the Servicer) and their respective
officers, directors, agents and employees from and against any and all costs,
expenses, losses, claims, damages and liabilities arising out of or incurred in
connection with the acceptance or performance of the trusts and duties herein
and, in the case of the Owner Trustee and the Trust Agent, in the Trust
Agreement and, in the case of the Indenture Trustee, in the Indenture, except to
the extent that such cost, expense, loss, claim, damage or liability (i) shall
be due to the willful misfeasance, bad faith or negligence of the Owner Trustee,
the Trust Agent, the Indenture Trustee, the Insurer or the Custodian, as the
case may be; (ii) relates to any tax other than the taxes with respect to which
either the Servicer shall be required to indemnify the Issuer, the Owner
Trustee, the Trust Agent, the Indenture Trustee, the Insurer or the Custodian;
or (iii) shall arise from the Trust Agent's, the Owner Trustee's or the
Indenture Trustee's breach of any of their respective representations or
warranties set forth herein, in the Trust Agreement or in the Indenture.

         (e)      In addition to the indemnification obligations set forth
above, and without duplication, the Servicer shall indemnify the Owner Trustee,
the Trust Agent, each co-trustee and their respective officers, directors,
employees, successors, assigns, agents and servants from and against any and all
liabilities, obligations, losses, damages, taxes, claims, actions and suits, and
any and all reasonable costs, expenses and disbursements (including reasonable
legal fees and expenses) of any kind and nature whatsoever in any way relating
to or arising out of the Trust Agreement, the other Basic Documents, the Trust
Estate (as defined in the Trust Agreement), the administration of the Trust
Estate or the action or inaction of the Owner Trustee, Trust Agent or any
co-trustee under the Trust Agreement, except to the extent that such
liabilities, obligations, losses, damages, taxes, claims, actions, suits, costs,
expenses and disbursements (i) shall be due to the willful misconduct or
negligence of the Owner Trustee, the Trust Agent, a co-trustee or

                                      -69-
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such other party seeking indemnification, as the case may be, or (ii) shall
arise from the inaccuracy of any representation or warranty contained in Section
7.03 of the Trust Agreement expressly made by the Owner Trustee or the Trust
Agent, as the case may be. In the event of any claim, action or proceeding for
which indemnity will be sought pursuant to this Section 6.01(e), the choice of
legal counsel by the Owner Trustee or the Trust Agent, as applicable, shall be
subject to the approval of the Servicer, which approval shall not be
unreasonably withheld.

         (f)      Indemnification under this Section shall include, without
limitation, reasonable fees and expenses of counsel and expenses of litigation.
If the Servicer shall have made any indemnity payments pursuant to this section
and the recipient thereafter collects any of such amounts from others, the
recipient Person shall promptly repay such amounts to the Servicer, without
interest.

         (g)      This Section 6.01 shall survive the resignation or removal of
the Owner Trustee, the Trust Agent, the Custodian and the Indenture Trustee and
the termination of this Agreement, the Trust Agreement and the Indenture.

                  SECTION 6.02      CORPORATE EXISTENCE; STATUS AS SERVICER;
MERGER.

         (a)      The Servicer shall keep in full effect its existence, rights
and franchises as a corporation incorporated under the laws of the State of
Delaware, and will obtain and preserve its qualification to do business as a
foreign corporation in each jurisdiction in which such qualification is or shall
be necessary to protect the validity and enforceability of the Contract
Documents and this Agreement.

         (b)      The Servicer shall not consolidate with or merge into any
other corporation or convey, transfer or lease all or substantially all of its
assets as an entirety to any Person or engage in any corporate transaction
pursuant to which the surviving or successor entity is not Onyx Acceptance
Corporation, unless (i) such entity is at least rated investment grade by the
Rating Agencies, (ii) the Insurer shall have consented thereto in writing and
(iii) such entity executes and delivers to the Issuer, the Indenture Trustee and
the Insurer an agreement in form and substance reasonably satisfactory to the
Issuer, the Indenture Trustee and the Insurer, which contains an assumption by
such successor entity of the due and punctual performance and observance of each
covenant and condition to be performed or observed by the Servicer under this
Agreement.

                  SECTION 6.03      PERFORMANCE OF OBLIGATIONS

         (a)      The Servicer shall punctually perform and observe all of its
obligations and agreements contained in this Agreement.

         (b)      The Servicer shall not take any action, or permit any action
to be taken by others, which would excuse any person from any of its covenants
or obligations under any of the Contract Documents or under any other instrument
included in the Trust Property, or which would result in the amendment,
hypothecation, subordination, termination or discharge of, or impair the
validity or effectiveness of, any of the Contract Documents or any such
instrument, except as expressly provided herein and therein.

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                  SECTION 6.04      SERVICER NOT TO RESIGN; ASSIGNMENT.

         (a)      The Servicer shall not resign from the duties and obligations
hereby imposed on it except upon determination by its Board of Directors that by
reason of change in applicable legal requirements the continued performance by
the Servicer of its duties hereunder would cause it to be in violation of such
legal requirements in a manner which would result in a material adverse effect
on the Servicer or its financial condition, said determination to be evidenced
by a resolution of its Board of Directors to such effect accompanied by an
Opinion of Counsel, satisfactory to the Issuer, the Insurer and the Indenture
Trustee, to such effect. No such resignation shall become effective unless and
until (i) the Indenture Trustee assumes all of the Servicer's obligations under
this Agreement or (ii) a new servicer acceptable to the Issuer, the Indenture
Trustee and the Insurer is willing to service the Contracts and enters into a
servicing agreement with the Issuer, the Indenture Trustee and the Insurer in
form and substance substantially similar to this Agreement and satisfactory to
the Issuer, the Indenture Trustee and the Insurer, and each Rating Agency
confirms that the selection of such new servicer will not result in the
qualification, reduction or withdrawal of its then-current rating of each Class
of Notes assigned by such Rating Agency. No such resignation by the Servicer
shall affect the obligation of the Servicer to repurchase Contracts pursuant to
Section 3.07.

         (b)      Except as specifically permitted in this Agreement, the
Servicer may not assign this Agreement or any of its rights, powers, duties or
obligations hereunder; provided that (i) the Servicer may assign this Agreement
in connection with a consolidation, merger, conveyance, transfer or lease made
in compliance with Section 6.02(b).

         (c)      Except as provided in Sections 6.04(a) and (b), the duties and
obligations of the Servicer under this Agreement shall continue until this
Agreement shall have been terminated as provided in Section 8.01 or the Trust
shall have been terminated as provided by the terms of the Trust Agreement, and
shall survive the exercise by the Issuer, the Indenture Trustee or the Insurer
of any right or remedy under this Agreement, or the enforcement by the Issuer,
the Indenture Trustee or any Noteholder, or the Insurer of any provision of the
Notes, the Insurance Agreement or this Agreement.

         (d)      The resignation of the Servicer in accordance with this
Section shall not affect the rights of the Seller hereunder. If the Servicer
resigns pursuant to this Section, its appointment as custodian may be terminated
pursuant to Section 2.08.

                  SECTION 6.05      LIMITATION ON LIABILITY OF SERVICER AND
OTHERS.

         Neither the Servicer nor any of the directors, officers, employees or
agents of the Servicer shall be under any liability to the Issuer or the
Noteholders, except as provided under this Agreement, for any action taken or
for refraining from the taking of any action pursuant to this Agreement or for
errors in judgment; provided, however, that this provision shall not protect the
Servicer or any such person against any liability that would otherwise be
imposed by reason of willful misfeasance, bad faith or negligence (except errors
in judgment) in the performance of duties or by reason of reckless disregard of
obligations and duties under this Agreement. The Servicer and any director,
officer, employee or agent of the Servicer may rely in good faith on

                                      -71-
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any document of any kind prima facie properly executed and submitted by any
person respecting any matters arising under this Agreement.

         Except as provided in this Agreement, the Servicer shall not be under
any obligation to appear in, prosecute or defend any legal action that shall not
be incidental to its duties to service the Contracts in accordance with this
Agreement, and that in its opinion may involve it in any expense or liability;
provided, however, that the Servicer may undertake any reasonable action that it
may deem necessary or desirable in respect of this Agreement and the other Basic
Documents and the rights and duties of the parties to this Agreement and the
other Basic Documents and the interests of the Noteholders under this Agreement
and the other Basic Documents.

                                   ARTICLE VII

                                     DEFAULT

                  SECTION 7.01      EVENTS OF DEFAULT.

         If any one of the following events (each, a "SERVICER DEFAULT") shall
occur and be continuing:

         (a)      any failure by the Servicer to deposit or credit to the
Collection Account or the Payahead Account any amount required under this
Agreement to be so deposited or credited that shall continue unremedied for a
period of three Business Days after written notice of such failure is received
by the Servicer from the Issuer, the Indenture Trustee or the Insurer or after
discovery of such failure by an officer of the Servicer;

         (b)      the Insurer, the Indenture Trustee, the Issuer or the Trust
Agent shall not have received a report in accordance with Section 3.09 by the
Servicer Report Date with respect to which such report is due;

         (c)      any failure on the part of the Seller or the Servicer duly to
observe or to perform in any material respect any other covenants or agreements
of the Seller or the Servicer set forth in this Agreement or any other Basic
Document, which failure shall (i) materially and adversely affect the rights of
the Noteholders, the Insurer, the Issuer, the Owner Trustee or the Indenture
Trustee and (ii) continue unremedied for a period of 30 days after the date on
which written notice of such failure, requiring the same to be remedied, shall
have been given (A) to the Seller or the Servicer, as the case may be, by the
Insurer, the Issuer, the Owner Trustee or the Indenture Trustee or (B) to the
Seller or the Servicer, as the case may be, and to the Issuer and the Indenture
Trustee by the Holders of Notes, acting together as a single Class, evidencing
in the aggregate not less than 25% of the outstanding amount of the Notes, or
(2) so long as no Insurer Default has occurred and is continuing, by the
Insurer;

         (d)      the entry of a decree or order for relief by a court or
regulatory authority having jurisdiction in respect of the Servicer or the
Seller in an involuntary case under the federal bankruptcy laws, as now or
hereafter in effect, or another present or future, federal or state, bankruptcy,
insolvency or similar law, or appointing a receiver, liquidator, assignee,
trustee, custodian, sequestrator or other similar official of the Servicer or
the Seller or of any substantial

                                      -72-
<PAGE>
part of its property, or ordering the winding up or liquidation of the affairs
of the Servicer or the Seller and the continuance of any such decree or order
unstayed and in effect for a period of 60 consecutive days or the commencement
of an involuntary case under the federal bankruptcy laws, as now or hereinafter
in effect, or another present or future federal or state bankruptcy, insolvency
or similar law and such case is not dismissed within 60 days;

         (e)      the commencement by the Servicer or the Seller of a voluntary
case under the federal bankruptcy laws, as now or hereafter in effect, or any
other present or future, federal or state, bankruptcy, insolvency or similar
law, or the consent by the Servicer or the Seller to the appointment of or
taking possession by a receiver, liquidator, assignee, trustee, custodian,
sequestrator or other similar official of the Servicer or the Seller or of any
substantial part of its property or the making by the Servicer or the Seller of
an assignment for the benefit of creditors or the failure by the Servicer or the
Seller generally to pay its debts as such debts become due or the taking of
corporate action by the Servicer or the Seller in furtherance of any of the
foregoing;

         (f)      any change of control of the Servicer in violation of the
covenant set forth in Section 6.02 hereof;

         (g)      any representation, warranty or statement of the Servicer or
the Seller made in this Agreement or any certificate, report or other writing
delivered pursuant hereto shall prove to be incorrect in any material respect as
of the time when the same shall have been made (excluding, however, any
representation or warranty as to which Section 2.03 or 3.07 shall be applicable
so long as the Servicer or the Seller shall be in compliance with Section 2.03
or 3.07, as the case may be), and the incorrectness of such representation,
warranty or statement has a material adverse effect on the Noteholders or the
Insurer and, within 30 days after written notice thereof shall have been given
to the Servicer or the Seller by the Indenture Trustee or the Issuer or by
Holders evidencing in the aggregate not less than 25% of the outstanding amount
of the Notes, acting together as a single Class, or, so long as no Insurer
Default has occurred and is continuing, by the Insurer, the circumstance or
condition in respect of which such representation, warranty or statement was
incorrect shall not have been eliminated or otherwise cured;

         (h)      a Trigger Event (as defined in the Insurance Agreement) shall
have occurred;

then and in each and every case, so long as such Servicer Default shall not have
been remedied, either (i) the Insurer, provided no Insurer Default has occurred
and is continuing or (ii) if an Insurer Default has occurred and is continuing
Holders evidencing not less than 25% of the outstanding principal amount of the
Notes, acting together as a single Class, or the Indenture Trustee acting on
behalf of the Noteholders, and not the Seller, by notice then given in writing
to the Servicer (and to the Insurer, the Indenture Trustee and the Issuer if
given by the Noteholders) may terminate all the rights and obligations of the
Servicer under this Agreement. Upon such termination, termination of the
Servicer as custodian, if the Servicer is acting as such, can be made pursuant
to Section 2.08. On or after the receipt by the Servicer of such written notice,
all authority and power of the Servicer under this Agreement, whether with
respect to the Notes, the Contracts or otherwise, shall, without further action,
pass to and be vested in the Indenture Trustee or such Successor Servicer as may
be appointed under Section 7.02; and, without limitation, the Indenture Trustee
and the Issuer are hereby authorized and empowered to execute and deliver on
behalf of the Servicer, as attorney-in fact or otherwise, any and all documents
and

                                      -73-
<PAGE>
other instruments, and to do or accomplish all other acts or things necessary or
appropriate to effect the purposes of such notice of termination, whether to
complete the transfer and endorsement of the Contracts and related documents, or
otherwise. The Servicer shall cooperate with the Indenture Trustee and the
Issuer in effecting the termination of the responsibilities and rights of the
Servicer under this Agreement, including the transfer to the Indenture Trustee
for administration by it of all cash amounts that (i) shall at the time be held
by the Servicer for deposit in, or shall have been deposited by the Servicer in,
the Collection Account or Payahead Account or (ii) shall thereafter be received
by it with respect to any Contract.

         Notwithstanding the foregoing, in the event that Onyx is not the
Servicer, then all references to the Seller in this Section 7.01 shall be of no
force and effect, and no act of Seller shall constitute a Servicer Default
hereunder.

                  SECTION 7.02      TRUSTEE TO ACT; APPOINTMENT OF SUCCESSOR.

         Upon the termination of the Servicer by the Insurer pursuant to Section
7.01 or resignation of the Servicer pursuant to Section 6.04, the Insurer shall
appoint a successor servicer ("SUCCESSOR SERVICER"). Upon the termination of the
Servicer by the Indenture Trustee or the Noteholders pursuant to Section 7.01,
or upon the resignation of the Servicer pursuant to Section 6.04 in the event
that the Insurer is not entitled to appoint a successor servicer by operation of
Section 9.08, (i) if the Notes have not been paid in full, the Indenture Trustee
shall be the Successor Servicer, and (ii) if the Notes have been paid in full,
the Owner Trustee, acting at the direction of the Holders of Residual Interest
Instruments evidencing not less than 51% of the Percentage Interests shall
appoint a Successor Servicer. The Successor Servicer shall succeed to all the
responsibilities, duties and liabilities of the Servicer under this Agreement,
except that such Successor Servicer shall not be obligated to purchase Contracts
pursuant to Section 3.07. If the Indenture Trustee acts as Successor Servicer,
the Indenture Trustee shall be entitled to such compensation (whether payable
out of the Collection Account or otherwise) as the Servicer would have been
entitled to under this Agreement if no such notice of termination shall have
been given. Notwithstanding the foregoing, if the Notes have not been paid in
full, the Indenture Trustee may, if it shall be unwilling to act, or shall, if
it shall be legally unable to so act, appoint, or petition a court of competent
jurisdiction to appoint, any established financial institution, having a net
worth of not less than $50,000,000 and whose regular business shall include the
servicing of automotive retail installment sales contracts, as the successor to
the Servicer under this Agreement. Pending appointment of any such Successor
Servicer, the Indenture Trustee shall act in such capacity as provided above. In
connection with such appointment, the Indenture Trustee or any other Successor
Servicer may make such arrangements for the compensation of such successor out
of payments on Contracts as it, the Insurer and such successor shall agree;
provided, however, (i) that such amount shall equal the product of a fixed
percentage rate and the Principal Balance, as of the commencement of each
Collection Period, of each Contract and (ii) that no such compensation shall be
in excess of that previously permitted the Servicer under this Agreement. The
Indenture Trustee and such successor shall take such action, consistent with
this Agreement, as shall be necessary to effectuate any such succession.

                                      -74-
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                  SECTION 7.03      NOTIFICATION TO NOTEHOLDERS AND RESIDUAL
INTERESTHOLDERS.

         Upon any termination of, or appointment of a successor to, the Servicer
pursuant to this Article, the Trust Agent shall give prompt written notice
thereof to Residual Interestholders at their respective addresses appearing in
the Certificate Register, and the Indenture Trustee shall give prompt written
notice thereof to Noteholders at their respective addresses appearing in the
Note Register.

                  SECTION 7.04      WAIVER OF PAST DEFAULTS.

         Upon the occurrence of a Servicer Default, unless an Insurer Default
shall have occurred and be continuing, the Insurer, and only the Insurer, may
waive any default by the Servicer or the Seller, as the case may be, in the
performance of its obligations under this Agreement. Upon the occurrence of a
Servicer Default, if an Insurer Default has occurred and is continuing, Holders
evidencing not less than 51% of the outstanding principal amount of the Notes,
acting together as a single Class, on behalf of all Noteholders, shall have the
right to waive any default by the Servicer or the Seller, as the case may be, in
the performance of its obligations under this Agreement except a Servicer
Default in making any required deposits to or payment from the Trust Accounts in
accordance with this Agreement. A Servicer Default in making any required
deposits to or payment from the Trust Accounts in accordance with this Agreement
may only be waived with the consent of the Insurer (if no Insurer Default shall
have occurred and be continuing) or, if an Insurer Default shall have occurred
and be continuing, by Holders evidencing 100% of the outstanding principal
amount of the Notes. No such waiver shall impair the Insurer's or the
Noteholders' rights with respect to subsequent defaults.

                  SECTION 7.05      INSURER DIRECTION OF INSOLVENCY PROCEEDINGS.

         The Indenture Trustee, upon the actual knowledge of a Responsible
Officer of the Indenture Trustee, shall promptly notify the Insurer of (i) the
commencement of any of the events or proceedings (individually, an "INSOLVENCY
PROCEEDING") described in the Section 7.01(d) or 7.01(e) hereof or otherwise
defined as an "Insolvency Proceeding" in the Policy and (ii) the making of any
claim in connection with any Insolvency Proceeding seeking the avoidance as a
preferential transfer (a "PREFERENCE CLAIM") of any payment of principal of, or
interest on, any Notes. Any Avoided Payment Amounts paid by the Insurer shall be
reimbursed to the Insurer as provided in Section 4.03 and 4.04(b). Each
Noteholder, by its purchase of Notes, the Owner Trustee, the Trust Agent and the
Indenture Trustee hereby agree that, so long as no Insurer Default has occurred
and is continuing, the Insurer may at any time during the continuation of an
Insolvency Proceeding direct all matters relating to such Insolvency Proceeding,
including, without limitation, (i) all matters relating to any Preference Claim,
(ii) the direction of any appeal of any order relating to any Preference Claim
and (iii) the posting of any surety or performance bond pending any such appeal.
The Insurer shall be subrogated to the rights of the Indenture Trustee, the
Owner Trustee, the Trust Agent and each Noteholder in the conduct of any
Insolvency Proceeding, including, without limitation, all rights of any party to
an adversary proceeding action with respect to any court order issued in
connection with any such Insolvency Proceeding.

                                      -75-
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                                  ARTICLE VIII

                                   TERMINATION

                  SECTION 8.01      OPTIONAL PURCHASE OF ALL TRUST PROPERTY;
SATISFACTION AND DISCHARGE OF THE INDENTURE.

         (a)      On each Distribution Date as of which the Pool Balance is 10%
or less of the Original Pool Balance, the Servicer shall have the option to
purchase the remaining Trust Property from the Trust. Notice of the exercise of
such option shall be given by the Servicer to the Issuer, the Trust Agent, the
Indenture Trustee and the Insurer not later than the 10th day prior to the
specified Distribution Date and not earlier than the 15th day of the month prior
to the month of the specified Distribution Date. To exercise such option, the
Servicer shall pay to the Indenture Trustee for the benefit of the Noteholders,
by deposit in the Collection Account on the Business Day immediately preceding
the related Distribution Date, the greater of (i) the sum of (x) the Pool
Balance on the date of repurchase plus (y) accrued and unpaid interest on the
Contracts and (ii) the sum of (x) the aggregate unpaid principal amount of the
Notes plus (y) accrued and unpaid interest thereon plus (z) all amounts due to
the Insurer under the Insurance Agreement, and any unreimbursed Insurer Defense
Costs. Such purchase shall be deemed to have occurred on the last day of the
related Collection Period.

         (b)      Notice of any termination of the Trust shall be given by the
Servicer to the Owner Trustee, the Trust Agent, the Insurer and the Indenture
Trustee as soon as practicable after the Servicer has received notice thereof.
Such notice shall conform to the notice described in Section 9.01(c) of the
Trust Agreement.

         (c)      Following the satisfaction and discharge of the Indenture and
the payment in full of the principal of and interest on the Notes, the Residual
Interestholders will succeed to the rights of the Noteholders hereunder and the
Owner Trustee and, on its behalf, the Trust Agent, will succeed to the rights
of, and assume the obligations of, the Indenture Trustee pursuant to this
Agreement.

                  SECTION 8.02      TRANSFER TO THE INSURER.

         If (i) there are one or more Outstanding Contracts at the end of the
Collection Period ending immediately prior to the Class A-4 Final Scheduled
Distribution Date and (ii) an amount sufficient to pay the Note Distributable
Amount on the Class A-4 Final Scheduled Distribution Date has been deposited
with the Indenture Trustee by the Insurer for the benefit of the Noteholders,
then on the Class A-4 Final Scheduled Distribution Date, the Class A-4 Notes
shall be deemed to be transferred by the Class A-4 Noteholders to the Insurer or
its designee as purchaser thereof at the opening of business on the Class A-4
Final Scheduled Distribution Date and the Indenture Trustee shall execute, and
the Trust Agent shall authenticate and deliver to the Insurer or its designee,
in the name of the Insurer or its designee, as the case may be, a new Class A-4
Note evidencing the entire outstanding principal amount of the Class A-4 Notes.
Such new Class A-4 Note shall have the same terms as the Class A-4 Notes deemed
transferred by the Class A-4 Noteholders. No service charge shall be made for
the issuance of such Class A-4 Note to the Insurer or its designee, but the
Indenture Trustee or Trust Agent may require payment of a

                                      -76-
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sum sufficient to cover any tax or other governmental charge imposed in
connection therewith. Such transfer shall not diminish or restrict the Insurer's
rights hereunder or under the Insurance Agreement.

                                   ARTICLE IX

                                  MISCELLANEOUS

                  SECTION 9.01      AMENDMENT.

         (a)      This Agreement may be amended by the Issuer, the Seller, the
Servicer, the Indenture Trustee and the Trust Agent, collectively, with the
prior written consent of the Insurer, but without the consent of any
Noteholders, provided the Rating Agency Condition is satisfied, to cure any
ambiguity, to correct or supplement any provisions in this Agreement which are
inconsistent with the provisions herein, or to make any other provisions with
respect to matters or questions arising under this Agreement which are not
inconsistent with the provisions of this Agreement; provided, however, that any
such action shall not materially and adversely affect the interests of any
Noteholder; and provided, further, that any such amendment shall be deemed not
to materially and adversely affect the interests of any Noteholder if the Rating
Agency Condition is satisfied.

         (b)      This Agreement may also be amended by the Issuer, the Seller,
the Servicer, the Indenture Trustee and the Trust Agent, with the consent of the
Insurer and the Holders of Notes evidencing in the aggregate not less than 51%
of the principal amount of the Notes then outstanding, acting together as a
single Class, provided the Rating Agency Condition has been satisfied, for the
purpose of adding any provisions to or changing in any manner or eliminating any
of the provisions of this Agreement, or of modifying in any manner the rights of
the Noteholders; provided, however, that no such amendment shall (i) increase or
reduce in any manner the amount of, or accelerate or delay the timing of,
collections of payments on the Contracts or distributions that shall be required
to be made for the benefit of the Noteholders or (ii) reduce the aforesaid
percentage of the outstanding amount of the Notes the Holders of which are
required to consent to any such amendment, without the consent of all affected
Noteholders.

         (c)      Promptly after the execution of any such amendment or consent,
the Indenture Trustee shall furnish the written notification of the substance of
such amendment or consent to each Noteholder, respectively.

         (d)      It shall not be necessary for the consent of Noteholders
pursuant to Section 9.01(b) to approve the particular form of any proposed
amendment or consent, but it shall be sufficient if such consent shall approve
the substance thereof. The manner of obtaining such consents and of evidencing
the authorization by Noteholders of the execution thereof shall be subject to
such reasonable requirements as the Indenture Trustee may prescribe. Any consent
by a Noteholder to an amendment of the Agreement shall be conclusive and binding
on such Noteholder and upon all future Noteholders of such Note and of any Note
issued upon the transfer thereof or in exchange thereof or in lieu thereof
whether or not notation of such consent is made upon such Note.

                                      -77-
<PAGE>
         (e)      The Trust Agent and the Indenture Trustee may, but shall not
be obligated to, enter into any such amendment which affects the Trust Agent's
or the Indenture Trustee's own rights, duties or immunities under this Agreement
or otherwise and any such amendment shall be unenforceable in its entirety
absent the execution of such amendment by the Trust Agent and the Indenture
Trustee.

                  SECTION 9.02      PROTECTION OF TITLE TO TRUST PROPERTY.

         (a)      The Servicer shall execute and file such financing statements
and cause to be executed and filed such continuation statements, all in such
manner and in such places as may be required by law fully to preserve, maintain
and protect the interest of the Issuer, the Noteholders, the Indenture Trustee,
the Trust Agent and the Insurer in the Contracts and in the proceeds thereof.
The Servicer shall deliver (or cause to be delivered) to the Trust Agent and the
Indenture Trustee file-stamped copies of, or filing receipts for, any document
filed as provided above, as soon as available following such filing.

         (b)      Neither the Seller nor the Servicer shall change its name,
identity or corporate structure in any manner that would, could or might make
any financing statement or continuation statement filed in accordance with
Section 9.02(a) seriously misleading within the meaning of Section 9-508(b) of
the UCC, unless it shall have given the Insurer, the Trust Agent and the
Indenture Trustee at least 60 days' prior written notice thereof.

         (c)      The Seller and the Servicer shall give the Insurer, the Trust
Agent and the Indenture Trustee at least 60 days' prior written notice of any
relocation of the state of organization of the Seller and the Servicer if, as a
result of such relocation, the applicable provisions of the UCC would require
the filing of any amendment of any previously filed financing or continuation
statement or of any new financing statement. The Servicer shall at all times
maintain each office from which it shall service Contracts, and its principal
executive office, within the United States.

         (d)      The Servicer shall maintain or cause to be maintained accounts
and records as to each Contract accurately and in sufficient detail to permit
(i) the reader thereof to know at any time the status of such Contract,
including payments and recoveries made and payments owing (and the nature of
each) and (ii) reconciliation between payments or recoveries on (or with respect
to) each Contract and the amounts from time to time deposited in or credited to
the Collection Account and the Payahead Account in respect of such Contract.

         (e)      The Servicer shall maintain or cause to be maintained its
computer systems so that, from and after the time of sale under this Agreement
of the Contracts to the Issuer, the Servicer's master computer records
(including any backup archives) that shall refer to a Contract indicate clearly
the interest of the Issuer and the Indenture Trustee in such Contract and that
such Contract is owned by the Issuer and has been pledged to the Indenture
Trustee.

         (f)      If at any time the Seller or the Servicer shall propose to
sell, grant a security interest in, or otherwise transfer any interest in
automotive retail installment sales contracts or installment loan agreements to
any prospective purchaser, lender or other transferee, the Servicer shall give
or cause to be given to such prospective purchaser, lender or other transferee
computer

                                      -78-
<PAGE>
tapes, records or print-outs (including any restored from back-up archives)
that, if they shall refer in any manner whatsoever to any Contract, shall
indicate clearly that such Contract has been sold and is owned by the Issuer and
has been pledged to the Indenture Trustee.

         (g)      The Servicer shall permit the Owner Trustee, the Trust Agent,
the Indenture Trustee and the Insurer and their respective agents, at any time
during normal business hours, to inspect, audit and make copies of and abstracts
from the Servicer's records regarding any Contract.

         (h)      Upon request, the Servicer shall furnish to the Owner Trustee,
the Trust Agent, the Indenture Trustee and the Insurer, within five Business
Days, a list of all Contracts then held as part of the Trust Property, together
with a reconciliation of such list to the Schedule of Contracts and to each of
the Distribution Date Statements furnished before such request indicating
removal of Contracts from the Trust.

         (i)      The Servicer shall deliver to the Trust Agent, the Indenture
Trustee and the Insurer:

                  (i)               promptly after the execution and delivery of
                                    this Agreement and of each amendment hereto,
                                    an Opinion of Counsel stating that, in the
                                    opinion of such counsel, all financing
                                    statements and continuation statements have
                                    been authorized and filed that are necessary
                                    fully to preserve and protect the interest
                                    of the Issuer and the Indenture Trustee in
                                    the Contracts, and reciting the details of
                                    such filings or referring to prior Opinions
                                    of Counsel in which such details are given,
                                    or (B) stating that, in the opinion of such
                                    counsel, no such action shall be necessary
                                    to preserve and protect such interest; and

                  (ii)              within 90 days after the beginning of each
                                    calendar year beginning with the first
                                    calendar year beginning more than three
                                    months after the Closing Date an Opinion of
                                    Counsel, dated as of a date during such
                                    90-day period, either (A) stating that, in
                                    the opinion of such counsel, all financing
                                    statements and continuation statements have
                                    been authorized and filed that are necessary
                                    fully to preserve and protect the interest
                                    of the Issuer and the Indenture Trustee in
                                    the Contracts, and reciting the details of
                                    such filings or referring to prior Opinions
                                    of Counsel in which such details are given
                                    or (B) stating that, in the opinion of such
                                    counsel, no such action shall be necessary
                                    to preserve and protect such interest.

         (j)      The Seller shall, to the extent required by applicable law,
cause the Notes to be registered with the Securities and Exchange Commission
pursuant to Section 12(b) or Section 12(g) of the Securities Exchange Act of
1934, as amended, within the time periods specified in such sections.

         (k)      For the purpose of facilitating the execution of this
Agreement and for other purposes, this Agreement may be executed simultaneously
in any number of counterparts, each

                                      -79-
<PAGE>
of which counterpart shall be deemed to be an original, and all of which
counterparts shall constitute but one and the same instrument.

                  SECTION 9.03      GOVERNING LAW.

         THIS AGREEMENT SHALL BE CONSTRUED IN ACCORDANCE WITH THE LAWS OF THE
STATE OF CALIFORNIA AND THE OBLIGATIONS, RIGHTS, AND REMEDIES OF THE PARTIES
UNDER THE AGREEMENT SHALL BE DETERMINED IN ACCORDANCE WITH SUCH LAWS, EXCEPT
THAT (i) THE DUTIES OF THE TRUST AGENT AND THE INDENTURE TRUSTEE SHALL BE
GOVERNED BY THE LAWS OF THE STATE OF NEW YORK AND (ii) THE PARTIES HERETO AGREE
THAT TO EFFECTUATE THEIR INTENT THAT THIS AGREEMENT EVIDENCES A SALE, THE
DETERMINATION OF WHETHER THE TRANSFER BY THE SELLER OF THE CONTRACTS CONSTITUTES
A SALE SHALL BE GOVERNED BY, AND CONSTRUED IN ACCORDANCE WITH, THE LAWS OF THE
STATE OF DELAWARE.

                  SECTION 9.04      NOTICES.

         All demands, notices and communications under this Agreement shall be
in writing, personally delivered or mailed by certified mail, return receipt
requested, and shall be deemed to have been duly given upon receipt in the case
of

                  (i)               the Seller, at 27051 Towne Centre Drive,
                                    Suite 200, Foothill Ranch, CA 92610,
                                    Attention: John W. Hall, President,
                                    facsimile (949) 465-3530;

                  (ii)              the Servicer, at 27051 Towne Centre Drive,
                                    Suite 100, Foothill Ranch, CA 92610,
                                    Attention: Don P. Duffy, Executive Vice
                                    President, facsimile (949) 465-3992;

                  (iii)             the Insurer, at 1221 Avenue of the Americas,
                                    New York, NY 10020, Attention: Surveillance,
                                    facsimile (212) 478-3587, confirmation (212)
                                    478-3400;

                  (iv)              the Issuer or the Owner Trustee, at the
                                    Owner Trustee Corporate Trust Office (with,
                                    in the case of the Issuer, a copy to the
                                    Seller);

                  (v)               the Trust Agent, at the Trust Agent Office;

                  (vi)              the Indenture Trustee, at the Corporate
                                    Trust Office;

                  (vii)             Moody's, to Moody's Investors Service, Inc.,
                                    ABS Monitoring Department, 99 Church Street,
                                    New York, New York 10007;

                  (viii)            Standard & Poor's, to Standard & Poor's
                                    Ratings Services, 55 Water Street, New York,
                                    New York 10041, Attention: Asset Backed
                                    Surveillance Department; and

                                      -80-
<PAGE>
                  (ix)              the Custodian, to Onyx Acceptance
                                    Corporation, 27051 Towne Centre Drive, Suite
                                    100, Foothill Ranch, CA 92610, Attention:
                                    Don P. Duffy, Executive Vice President,
                                    facsimile (949) 465-3992.

or, as to each of the foregoing, at such other address as shall be designated by
written notice to the other parties. Any notice required or permitted to be to
be mailed to a Noteholder shall be given by first class mail, postage prepaid,
at the address of such Holder as shown in the Note Register. Any notice so
mailed within the time prescribed herein shall be conclusively presumed to have
been duly given, whether or not such Noteholder shall receive such notice.

                  SECTION 9.05      SEVERABILITY OF PROVISIONS.

         If the covenants, agreements, provisions or terms of this Agreement
shall be for any reason whatsoever held invalid, then such covenants,
agreements, provisions or terms shall be deemed severable from the remaining
covenants, agreements, provisions or terms of this Agreement and shall in no way
affect the validity or enforceability of the other provisions of this Agreement
or of the Notes or the rights of the Holders thereof.

                  SECTION 9.06      ASSIGNMENT.

         Notwithstanding anything to the contrary contained herein, except as
provided in Sections 5.02 and 6.02, neither the Seller nor the Servicer may
transfer or assign all, or a portion of, its rights, obligations and duties
under this Agreement unless such transfer or assignment (i) (A) will not result
in a reduction or withdrawal by any Rating Agency of the rating then assigned by
it to the Notes and (B) the Issuer, the Indenture Trustee and the Insurer have
consented to such transfer or assignment, or (ii) the Insurer, the Issuer, the
Indenture Trustee and Holders of Notes of each Class evidencing not less than
51% of the outstanding amount of Notes of such Class consent thereto. Any
transfer or assignment with respect to the Servicer of all of its rights,
obligations and duties will not become effective until a Successor Servicer has
assumed the Servicer's rights, duties and obligations under this Agreement. In
the event of a transfer or assignment pursuant to clause (ii) above, each Rating
Agency shall be provided with notice of such transfer or assignment.

                  SECTION 9.07      THIRD PARTY BENEFICIARIES.

         Except as otherwise specifically provided herein, the parties to this
Agreement hereby manifest their intent that no third parties other than the
Insurer and, solely for the purposes of Section 6.01, the Owner Trustee and the
Trust Agent, shall be deemed a third party beneficiary of this Agreement, and
specifically that the Obligors are not third party beneficiaries of this
Agreement.

                  SECTION 9.08      CERTAIN MATTERS RELATING TO THE INSURER.

         So long as an Insurer Default shall not have occurred and be
continuing, the Insurer shall have the right to exercise all rights, including
voting rights, which the Noteholders are entitled to exercise pursuant to this
Agreement, without any consent of such Noteholders; provided, however, that
without the consent of each Noteholder or Residual Interestholder affected
thereby, the Insurer shall not exercise such rights to amend this Agreement in
any manner that

                                      -81-
<PAGE>
would (i) reduce the amount of, or delay the timing of, collections of payments
on the Contracts or distributions which are required to be made on any Note or
Residual Interest Instrument, (ii) adversely affect in any material respect the
interests of the Holders of any Notes or Residual Interest Instruments or (iii)
alter the rights of any such Holder to consent to such amendment.

         Notwithstanding any provision in this Agreement to the contrary, for so
long as an Insurer Default shall have occurred and be continuing, the Insurer
shall not have the right to take any action under this Agreement or to control
or direct the actions of the Trust, the Seller, the Indenture Trustee, the
Servicer or the Trust Agent pursuant to the terms of this Agreement, nor shall
the consent of the Insurer be required with respect to any action (or waiver of
a right to take action) to be taken by the Trust, the Seller, the Indenture
Trustee, the Servicer, the Trust Agent or the Holders of the Notes pursuant to
the terms of this Agreement; provided, that the consent of the Insurer shall be
required at all times with respect to any amendment of this Agreement.

                  SECTION 9.09      HEADINGS.

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

                  SECTION 9.10      ASSIGNMENT BY ISSUER.

         The Seller hereby acknowledges and consents to any mortgage, pledge,
assignment and grant of a security interest by the Issuer to the Indenture
Trustee pursuant to the Indenture for the benefit of the Noteholders and the
Insurer of all right, title and interest of the Issuer in, to and under the
Trust Property and/or the assignment of any or all of the Issuer's rights and
obligations hereunder to the Indenture Trustee.

                  SECTION 9.11      LIMITATION OF LIABILITY OF OWNER TRUSTEE AND
INDENTURE TRUSTEE.

         Notwithstanding anything contained herein to the contrary, this
instrument has been executed by The Bank of New York (Delaware) not in its
individual capacity but in its capacity as Owner Trustee of the Issuer and by
JPMorgan Chase Bank not in its individual capacity but in its capacity as
Indenture Trustee and Trust Agent, and in no event shall The Bank of New York
(Delaware) in its individual capacity, JPMorgan Chase Bank 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.

                  SECTION 9.12      ACKNOWLEDGMENT OF PARTIES; INSURER DEFENSE
COSTS.

         Each of the Seller, the Servicer, the Issuer and the Indenture Trustee
acknowledge Section 4.06 of the Trust Agreement, and agree that the Trust shall
reimburse the Insurer for all Insurer Defense Costs pursuant to the applicable
provisions of the Indenture and the Sale and Servicing Agreement.

                                      -82-
<PAGE>
         IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be
duly executed by their respective officers as of the day and year first above
written.

                                              ONYX ACCEPTANCE OWNER TRUST 2003-A
                                              as Issuer

                                              By:  The Bank of New York
                                                   (Delaware), not in its
                                                   individual capacity but
                                                   solely as Owner Trustee

                                                   By: _________________________
                                                   Name: _______________________
                                                   Title: ______________________

                                              ONYX ACCEPTANCE FINANCIAL
                                              CORPORATION, as Seller

                                              By: ______________________________
                                                  Michael A. Krahelski
                                                  Senior Vice President

                                              ONYX ACCEPTANCE CORPORATION,
                                              as Servicer and Custodian

                                              By: ______________________________
                                                  Don P. Duffy
                                                  Executive Vice President and
                                                  Chief Financial Officer

                                              JPMORGAN CHASE BANK, not in its
                                              individual capacity but solely as
                                              Indenture Trustee and as Trust
                                              Agent

                                              By: ______________________________
                                              Name: ____________________________
                                              Title: ___________________________

Sale and Servicing Agreement - Signature Page
<PAGE>
                                  SCHEDULE I-A

                          SCHEDULE OF INITIAL CONTRACTS

                           [On file with the Servicer]
<PAGE>
                                  SCHEDULE I-B

                        SCHEDULE OF SUBSEQUENT CONTRACTS

                           [On file with the Servicer]
<PAGE>
                                   SCHEDULE II

                 LOCATION AND ACCOUNT NUMBERS OF TRUST ACCOUNTS

Location:                            The Bank of New York
Account Number:                      8900118377
SubAccount:                          49582
Name of Account Holder:              Collection Account - OT 2003-A,
                                     JPMorgan Chase Bank, Indenture Trustee

Location:                            Wells Fargo Bank
Account Number:                      4945054088
Name of Account Holder:              Payahead Account - OT 2003-A,
                                     JPMorgan Chase Bank, as agent

Location:                            JPMorgan Chase Bank
Account Number:                      507947541
Sub Account:                         10204096.3
Name of Account Holder:              Spread Account - OT 2003-A,
                                     JPMorgan Chase Bank, Indenture Trustee

Location:                            JPMorgan Chase Bank
Account Number:                      507947541
Sub Account:                         10204096.2
Name of Account Holder:              Note Distribution Account - OT 2003-A,
                                     JPMorgan Chase Bank, Indenture Trustee

Location:                            JPMorgan Chase Bank
Account Number:                      507947541
Sub Account:                         10204096.6
Name of Account Holder:              Payment Account - OT 2003-A,
                                     JPMorgan Chase Bank

Location:                            JPMorgan Chase Bank
Account Number:                      507947541
Sub Account:                         10204096.5
Name of Account Holder:              Prefunding Account - OT 2003-A
                                     JPMorgan Chase Bank

Location:                            JPMorgan Chase Bank
Account Number:                      507947541
Sub Account:                         10204096.4
Name of Account Holder:              Capitalized Interest Account - OT 2003-A
                                     JPMorgan Chase Bank
<PAGE>
                                   EXHIBIT A

                        FORM OF APPOINTMENT OF CUSTODIAN

[Name and address of Custodian]

Re:      Onyx Acceptance Owner Trust 2003-A
         Auto Loan Backed Notes, Series 2003-A

Dear Sirs:

         Reference is hereby made to the Sale and Servicing Agreement (the "Sale
and Servicing Agreement") dated as of January 1, 2003 by and among Onyx
Acceptance Owner Trust 2003-A, as Issuer (the "Issuer"), Onyx Acceptance
Corporation, Onyx Acceptance Financial Corporation and JPMorgan Chase Bank, as
Indenture Trustee (the "Indenture Trustee") and Trust Agent ("Trust Agent").
Terms used herein which are defined in the Sale and Servicing Agreement have the
respective meanings set forth in the Sale and Servicing Agreement.

         You are revocably appointed as the agent of and bailee for the
Indenture Trustee to act as custodian, in accordance with the terms and
provisions of the Sale and Servicing Agreement, of the Contract Documents
relating to each Contract and the related Obligor and Financed Vehicle. Please
acknowledge your acceptance of such appointment and your agreement to act as
custodian in accordance with the terms and provisions of the Sale and Servicing
Agreement by signing below in the space indicated therefor.

         By accepting such appointment you acknowledge that (i) the Indenture
Trustee (if the Notes have not been paid in full and the Indenture has not been
satisfied and discharged) and the Issuer or (ii) the Insurer, may terminate such
appointment at any time, with or without cause, by written notice to you.

                                                     Very truly yours,

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

                                                     By: _______________________
                                                     Name: _____________________
                                                     Title: ____________________
<PAGE>
                                                     ONYX ACCEPTANCE OWNER TRUST
                                                     2003-A

                                                     By: _______________________
                                                         The Bank of New York
                                                         (Delaware), not in its
                                                         individual capacity,
                                                         but solely as Owner
                                                         Trustee

                                                     By: _______________________
                                                     Name: _____________________
                                                     Title: ____________________

ACCEPTED AND AGREED:

[Name of Custodian]

By: ________________________
Name: ______________________
Title: _____________________

XL Capital Assurance Inc.

By:________________________
Name:______________________
Title:_____________________
<PAGE>
                                    EXHIBIT B

                                 FORM OF POLICY

                              [Begins on Next Page]
<PAGE>
                                   EXHIBIT C-1

                          FORM OF TRANSFER CERTIFICATE

         The Transfer Certificate, dated as of _________, 2003, is delivered
pursuant to Section 2.01(c) of the Sale and Servicing Agreement dated as of
January 1, 2003 (the "AGREEMENT") between Onyx Acceptance Owner Trust 2003-A, as
Issuer (the "ISSUER"), Onyx Acceptance Financial Corporation, as Seller (the
"SELLER"), Onyx Acceptance Corporation, as Servicer and Custodian, and JPMorgan
Chase Bank, as Indenture Trustee and as Trust Agent (the "Indenture Trustee").
Terms used in this Transfer Certificate which are not defined herein have
meanings assigned to such terms in the Agreement.

         I, __________________, the ____________ of the Seller, do hereby
certify:

         1.       Attached hereto as Schedule I is a list of Prefunded Contracts
setting forth the Contract Number, Date of Origination, Maturity Date, Monthly
P&I, Original Principal Balance, Outstanding Principal Balance and APR for each
such Prefunded Contract. Such Schedule I is a list of Prefunded Contracts
referred to in the definition of "Schedule of Contracts" in the Agreement, and
is deemed incorporated into and made a part thereof. Such Prefunded Contracts
have an aggregate Outstanding Principal Balance of $________________, and all
Contract Documents relating thereto have been delivered to the Custodian as of
the date hereof. The Prefunding Cut-Off Date with respect to the Prefunded
Contracts transferred on the date hereof is _____________, 2003.

         2.       The aggregate Outstanding Principal Balance of all Prefunded
Contracts as of their respective Prefunding Cut-Off Dates delivered to the
Custodian, on behalf of the Indenture Trustee, pursuant to this Transfer
Certificate and each Transfer Certificate delivered up to the date hereof and
after the Closing Date is $_________, which amount is less than or equal to the
Prefunded Amount.

         3.       Each of the conditions set forth in Sections 2.01(c) and 4.08
of the Agreement has been met as of this Prefunding Transfer Date.

         4.       The representations and warranties as set forth in Section
2.02(a) and (d) of the Agreement with respect to the Seller and the Prefunded
Contracts delivered hereunder are true and correct as of this Prefunding
Transfer Date.

         Please transfer immediately available funds by 4:00 New York time today
in the amount of $___________________ to Seller in accordance with the wire
instructions below.
<PAGE>
         IN WITNESS WHEREOF, the undersigned has caused this Transfer
Certificate to be delivered to the Issuer, the Indenture Trustee and the Insurer
as of the date first above written.

                                                     ONYX ACCEPTANCE FINANCIAL
                                                     CORPORATION

                                                     By: _______________________
                                                         Name:
                                                         Title:

Wiring Instructions:

         Beneficiary:

_________:              _______________________________
                        _______________________________
                        _______________________________

         ABA:              _______________________________
         Bank Acct. #      _______________________________
         $ Amount:         _______________________________
         Notation:         Proceeds from 2003-A Owner Trust Prefunding Account

Consented to and agreed to (if the balance in the Prefunding Account prior to
the Prefunding Transfer Date to which this certificate relates exceeds
$30,000,000).

XL Capital Assurance Inc.

By: _________________________
Name:  _____________________
Title: _____________________
<PAGE>
                                   EXHIBIT C-2

                   FORM OF PREFUNDING CLOSING DATE CERTIFICATE

         This Prefunding Closing Date Certificate, dated as of _________, 2003,
is delivered pursuant to Section 2.01(j) of the Sale and Servicing Agreement
dated as of January 1, 2003 (the "AGREEMENT") between Onyx Acceptance Owner
Trust 2003-A, as Issuer, Onyx Acceptance Financial Corporation, as Seller (the
"SELLER"), Onyx Acceptance Corporation, as Servicer and Custodian, and JPMorgan
Chase Bank, as Indenture Trustee and as Trust Agent (the "INDENTURE TRUSTEE").
Terms used in this Prefunding Closing Date Certificate which are not defined
herein have meanings assigned to such terms in the Agreement.

         I, __________________, the ____________ of the Seller, do hereby
certify:

         1.       All Contract Documents relating to the Prefunded Contracts
have been delivered to the Custodian, on behalf of the Indenture Trustee, on or
before the date hereof.

         2.       The aggregate Outstanding Principal Balance of all Prefunded
Contracts as of their respective Prefunding Transfer Dates conveyed to the
Issuer and pledged to the Indenture Trustee, as described in the Prefunding
Transfer Certificates delivered on and after the Closing Date up to the date
hereof, is $_________, which amount is less than or equal to the original
Prefunded Amount.

         3.       Each of the conditions set forth in Section 2.01(j) of the
Agreement has been met as of the Prefunding Closing Date and each of the
conditions set forth in Sections 2.01(c) and 4.08 of the Agreement was met as of
each Prefunding Transfer Date.

         IN WITNESS WHEREOF, the undersigned has caused this Prefunding Closing
Date Certificate to be delivered to each Rating Agency, the Insurer and the
Indenture Trustee as of the date first above written.

                                                     ONYX ACCEPTANCE FINANCIAL
                                                     CORPORATION

                                                     By: _______________________
                                                     Name: _____________________
                                                     Office: ___________________

</TEXT>
</DOCUMENT>
