ONYX ACCEPTANCE FINANCIAL CORP
EXHIBIT 10.1
<DOCUMENT>
<TYPE>EX-10.1
<SEQUENCE>6
<FILENAME>a90610exv10w1.txt
<DESCRIPTION>EXHIBIT 10.1
<TEXT>
<PAGE>
                                                                    EXHIBIT 10.1



                          SALE AND SERVICING AGREEMENT

                                     between

                       ONYX ACCEPTANCE OWNER TRUST 2003-B
                                   as Issuer,

                      ONYX ACCEPTANCE FINANCIAL CORPORATION
                                   as Seller,

                           ONYX ACCEPTANCE CORPORATION
                                   as Servicer

                                 CITIBANK, N.A.
                     as Indenture Trustee and as Trust Agent

                             Dated as of May 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........................................................................  21
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.........................................................................  41
   SECTION 2.08          Effective Period and Termination........................................................  42
   SECTION 2.09          Nonpetition Covenant....................................................................  42
   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...................................  47
   SECTION 3.07          Purchase of Contracts Upon Breach By Servicer...........................................  49
   SECTION 3.08          Servicing Compensation..................................................................  50
   SECTION 3.09          Reporting by the Servicer...............................................................  50
   SECTION 3.10          Annual Statement as to Compliance.......................................................  53
   SECTION 3.11          Annual Independent Certified Public Accountant's Report.................................  54
   SECTION 3.            Access to Certain Documentation and Information Regarding Contracts.....................  54

   SECTION 3.13          Fidelity Bond...........................................................................  54
   SECTION 3.14          Indemnification; Third Party Claims.....................................................  54
   SECTION 3.15          Reports to Noteholders and the Rating Agencies..........................................  55
   SECTION 3.16          Access to List of Noteholders' Names and Addresses......................................  55
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...........................................................................  59
   SECTION 4.04          Spread Account..........................................................................  61
</TABLE>


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<TABLE>
<S>                                                                                                                <C>
   SECTION 4.05          Statements to Noteholders...............................................................  63
   SECTION 4.06          Capitalized Interest Account............................................................  65
   SECTION 4.07          Prefunding Account......................................................................  66
   SECTION 4.08          Requirements Relating to Prefunding Account.............................................  66
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............................................  67
   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......................................................  70
   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................................  74
   SECTION 7.04          Waiver of Past Defaults.................................................................  75
   SECTION 7.05          Insurer Direction of Insolvency Proceedings.............................................  75
ARTICLE VIII TERMINATION.........................................................................................  75
   SECTION 8.01          Optional Purchase of All Trust Property; Satisfaction and Discharge of the Indenture....  75
   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
</TABLE>


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<PAGE>
                                    EXHIBITS

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


                                     -iii-
<PAGE>
         This SALE AND SERVICING AGREEMENT, dated as of May 1, 2003 (this
"AGREEMENT"), is between Onyx Acceptance Owner Trust 2003-B (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 Citibank, N.A., 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.

         "BACK-UP SERVICER" means that Person acceptable to the Rating Agencies
and the Insurer and appointed as "Back-up Servicer" pursuant to the Back-up
Servicing Agreement and its successors in interest and any successor Back-up
Servicer under the Back-up Servicing Agreement.

         "BACK-UP SERVICING AGREEMENT" means that Back-up Servicing Agreement to
be entered into within ninety (90) days of the Closing Date upon such terms and
conditions as are acceptable to the Rating Agencies by the Indenture Trustee,
the Issuer, the Insurer, the Servicer and the Back-up Servicer pursuant to which
the Back-up Servicer will agree to become Successor Servicer as described
hereunder and to perform on a periodic basis certain other duties described
therein.

         "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:


                                      -2-
<PAGE>
                  (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 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 May 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 1.25% 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 1.37% per annum.

         "CLASS A-3 FINAL SCHEDULED DISTRIBUTION DATE" means the Distribution
Date occurring in May 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 1.77% per annum.

         "CLASS A-4 FINAL SCHEDULED DISTRIBUTION DATE" means the Distribution
Date occurring in March 2010.


                                      -3-
<PAGE>
         "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 2.45% 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.

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

         "CLOSING DATE" means May 16, 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


                                      -4-
<PAGE>
(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.

         "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 111 Wall Street, 14th Floor, Zone 3, New York, New York 10005,
Attention: Institutional Trust Services - Onyx Acceptance Owner Trust 2003-B; 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.


                                      -5-
<PAGE>
         "DEFICIENCY AMOUNT" means as of any Distribution Date, the amount by
which (i) the sum of the amounts set forth in Section 4.03(i) though (iv) with
respect to such Distribution Date exceeds (ii) the amount of Net Collections
(plus amounts transferred from the Prefunding Account representing earnings from
investments therein and amounts transferred from the Capitalized Interest
Account, in each case to the Payment Account) available with respect to such
Distribution Date and the amount on deposit in the Spread Account as of such
Distribution Date.

         "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 June 16,
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;


                                      -6-
<PAGE>
                  (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 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.

         "FISCAL AGENT" shall have the meaning set forth in the Policy.

         "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


                                      -7-
<PAGE>
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).

         "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 Citibank, N.A., 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 $351,219.61.

         "INITIAL CASH DEPOSIT" shall have the meaning specified in the
Insurance Agreement.

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

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

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

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

         "INSURER" means MBIA Insurance Corporation 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


                                      -8-
<PAGE>
                           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 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 31 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-B 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


                                      -9-
<PAGE>
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.

         "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


                                      -10-
<PAGE>
the Indenture Trustee on behalf of the Trust through August 14, 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.

         "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
and, if applicable, the Back-up 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.



                                      -11-
<PAGE>
         "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.

         "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


                                      -12-
<PAGE>
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.

         "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.


                                      -13-
<PAGE>
         "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. 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 41233 dated May 16, 2003 and issued by the Insurer to the Indenture
Trustee, guaranteeing payment of any Policy Claim Amount, the form of which is
attached hereto as Exhibit B.

         "POLICY CLAIM AMOUNT" means, with respect to each Distribution Date,
the sum of (i) the Deficiency Amount for such Distribution Date and (ii) the
Preference Amount for such Distribution Date.

         "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).


                                      -14-
<PAGE>
         "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 AMOUNT" means any amount previously distributed to a Holder
in respect of the Notes that is recoverable and sought to be recovered as a
voidable preference by a trustee in bankruptcy with respect to Onyx, the Seller
or the Trust pursuant to the United Stated Bankruptcy Code (11 U.S.C.), as
amended from time to time, in accordance with a final nonappealable order of a
court having competent jurisdiction.

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

         "PREFUNDED AMOUNT" means $113,571,316.71, 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.

         "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.


                                      -15-
<PAGE>
         "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.

         "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


                                      -16-
<PAGE>
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.

         "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


                                      -17-
<PAGE>
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.

         "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 pursuant to (i) below and, if applicable, to the Back-up Servicer
pursuant to (ii) below for services rendered during the Collection Period ending
immediately prior to such Distribution Date, which shall be an amount equal to
the sum of (i) 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 and (ii) the
fees then due and owing to the Back-up Servicer pursuant to the Back-up
Servicing Agreement that have not been paid to the Back-up Servicer, if any.

         "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


                                      -18-
<PAGE>
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 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 $32,659,730.02.

         "SUBSEQUENT CUT-OFF DATE" means as of the close of business on May 9,
2003.

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

         "SUCCESSOR SERVICER" shall have the meaning set forth in Section 7.02.

         "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.


                                      -19-
<PAGE>
         "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.

         "TRUST ACCOUNTS" shall have the meaning specified in Section 4.01(a).

         "TRUST AGENT" means Citibank, N.A., 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 111
Wall Street, 14th Floor, Zone 3, New York, New York 10005, Attention:
Institutional Trust Services - Onyx Acceptance Owner Trust 2003-B; 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 May 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


                                      -20-
<PAGE>
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.

                                   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


                                      -21-
<PAGE>
                           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;

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


                                      -22-
<PAGE>
                  (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.

         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;


                                      -23-
<PAGE>
                  (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;

                  (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 8.85%;

                  (viii)   less than 25% 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 62
                           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


                                      -24-
<PAGE>
                           related Prefunding Cut-Off Date) shall be due on or
                           before July 31, 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 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 Servicer, within the time period required by
         applicable law, shall file


                                      -25-
<PAGE>
         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 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.


                                      -26-
<PAGE>
         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.

         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


                                      -27-
<PAGE>
                           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 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


                                      -28-
<PAGE>
                           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.

                  (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.


                                      -29-
<PAGE>
                  (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 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


                                      -30-
<PAGE>
                           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.

                  (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.


                                      -31-
<PAGE>
                  (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 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 May 31, 2003, and the
                           first scheduled monthly payment for at least 90% of
                           the Subsequent Contracts (by Outstanding Principal
                           Balance) is due on or before June 30, 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, Ohio,
                           Oklahoma, Oregon, Pennsylvania, South Carolina, South
                           Dakota, Tennessee, Texas, Utah, Virginia, Washington
                           or West Virginia on the date of origination of such
                           Contract.


                                      -32-
<PAGE>
                  (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.

                  (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 26.38%
                           of the Outstanding Principal Balance of all Funded
                           Contracts is attributable to loans involving new
                           Financed Vehicles, and approximately 73.62% 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


                                      -33-
<PAGE>
                           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 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


                                      -34-
<PAGE>
                           has no knowledge that such right of rescission,
                           offset, defense or counterclaim has been asserted or
                           threatened.

                  (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


                                      -35-
<PAGE>
                           bankruptcy, insolvency, reorganization or similar
                           laws affecting the enforcement of creditors' rights
                           generally.

                  (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 at such other location as shall be specified
         to the Issuer, the Indenture Trustee and the Insurer 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 (a copy of which shall be furnished to the Issuer and the
         Insurer), 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 Servicing Officer stating
         (i) the Contract Number and outstanding principal balance of each
         Contract that

                                      -40-
<PAGE>
         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.

         SECTION 2.06 INSTRUCTIONS; AUTHORITY TO ACT.

         The Servicer shall be deemed to have received proper instructions (a
copy of which shall be furnished to the Issuer and the Insurer) with respect to
the Contract Files upon its receipt of written instructions signed by a
Responsible Officer of the Indenture Trustee.

         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

                                      -41-
<PAGE>
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 and the Indenture Trustee 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.

         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.

                                      -42-
<PAGE>
                  (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 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

                                      -43-
<PAGE>
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 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

                                      -44-
<PAGE>
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, the Indenture Trustee and
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) 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
Back-up Servicer, 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(i) and (ii).

                                      -45-
<PAGE>
         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 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.

                                      -46-
<PAGE>
         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.

         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:

                                      -47-



<PAGE>


                  (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
                           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.

                                      -48-
<PAGE>
                  (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 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,

                                      -49-
<PAGE>
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; provided further, that the Servicer shall not be entitled
to that portion of the Servicing Fee then due and owing to the Back-up Servicer,
if any, as described in (ii) of the definition of "Servicing Fee" in Section
1.01. 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.

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, the Back-up Servicer 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;

                                      -50-
<PAGE>
                  (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 Policy Claim Amount, if
                           any, for such Distribution Date;

                  (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

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<PAGE>
                           to withdrawals therefrom to be made in respect of
                           such Distribution Date;

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

(xviii)  a limited cash reconciliation of the Collection Account.

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, the Back-up
         Servicer 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;

                           (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:

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<PAGE>
                           (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.

         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

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<PAGE>
         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, 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

                                      -54-
<PAGE>
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 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 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 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.

         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

                                      -55-
<PAGE>
information as to its name and address hereunder, regardless of the source from
which such information was derived.

         SECTION 3.17 DUTIES OF BACK-UP SERVICER.

         The Back-up Servicing Agreement shall contain such terms and provisions
as are deemed necessary by the Rating Agencies and the Insurer.

                                   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-B, Citibank, N.A., Indenture Trustee" (the
                           "COLLECTION ACCOUNT");

                  (ii)     an account denominated "Payahead Account - OT 2003-B,
                           Citibank, N.A., as agent" (the "PAYAHEAD ACCOUNT");

                  (iii)    an account denominated "Spread Account - OT 2003-B,
                           Citibank, N.A., Indenture Trustee" (the "SPREAD
                           ACCOUNT");

                  (iv)     an account denominated "Note Distribution Account -
                           OT 2003-B, Citibank, N.A., Indenture Trustee" (the
                           "NOTE DISTRIBUTION ACCOUNT");

                  (v)      an account denominated "Prefunding Account - OT
                           2003-B, Citibank, N.A., Indenture Trustee" (the
                           "PREFUNDING ACCOUNT"); and

                  (vi)     an account denominated "Capitalized Interest Account
                           - OT 2003-B, Citibank, N.A., 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-B, Citibank, N.A., 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

                                      -56-
<PAGE>
the Issuer, the Owner Trustee, the Trust Agent, the Indenture Trustee and the
Insurer at least five Business Days' written notice of any change in the
location of any Trust Account and any related account identification
information. 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 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

                                      -57-
<PAGE>
         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 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.

                                      -58-
<PAGE>
                  (b) On the Servicer Report Date, the Servicer shall determine
         the Policy Claim 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 12:00 p.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 Policy Claim Amount, if any, for such
         Distribution Date by delivering to the Fiscal Agent, with a copy to the
         Insurer, the Trust Agent and the Servicer, by hand delivery, telex or
         facsimile transmission, a written notice (a "Deficiency Notice")
         specifying the Policy Claim Amount, if any, for such Distribution Date,
         separately identifying the amount of the Policy Claim Amount payable in
         respect of each Class of Notes. Each Deficiency Notice shall direct the
         Insurer to remit such Policy Claim 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 Policy Claim 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 Preference 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.

         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 and, if applicable, the Back-up
                           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 of the
                           Indenture Trustee, the Owner

                                      -59-
<PAGE>
                           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, 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

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                  (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. On the Closing Date, the Seller shall
         deposit into the Spread Account an amount equal to the Initial Cash
         Deposit from the proceeds of the sale of the Notes.

                  (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 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
         Preference 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

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         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 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

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         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.sf.citidirect.com 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:

                  (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

                                      -63-
<PAGE>
                           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 Policy Claim Amount, if
                           any, for such Distribution Date;

                  (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 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;

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<PAGE>
                  (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 (212) 657-2186. 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 (212) 657-2186. 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.

         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

                                      -65-
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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 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

                                      -66-
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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 August 14, 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 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.

                                      -67-
<PAGE>
         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.

         (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

                                      -68-
<PAGE>
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, the Indenture Trustee, 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, the Indenture Trustee 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, the Indenture Trustee, a co-trustee or such other party seeking
indemnification, as the case may be, (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 or
(iii) shall arise from the inaccuracy of any representation or warranty
contained in Section 6.13 of the Indenture expressly made by the Indenture
Trustee. 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, the Trust Agent or the Indenture Trustee, 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.

                                      -69-
<PAGE>
         (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.

         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

                                      -70-
<PAGE>
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 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.

                                      -71-
<PAGE>
                                  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, the Back-up
Servicer 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, the Back-up
Servicer 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 (1) 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 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,

                                      -72-
<PAGE>
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 Back-up Servicer 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 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.

                                      -73-
<PAGE>
         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 BACK-UP SERVICER TO ACT; APPOINTMENT OF SUCCESSOR.

         Except as otherwise provided in this Section 7.02, upon the termination
of the Servicer or resignation of the Servicer, the Back-up Servicer, if any,
shall become the successor servicer under this Agreement ("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.
Upon its appointment as Successor Servicer, the Back-up Servicer or any other
Successor Servicer appointed pursuant to the provisions of this Section 7.02
shall be entitled to the Servicing Fee and such other compensation (whether
payable out of the Collection Account or otherwise) as the Servicer would be
entitled to under this Agreement.

         If (x) upon the termination or resignation of the Servicer, a Back-up
Servicer has not been appointed, (y) the Back-up Servicer on the date of its
appointment as Successor Servicer or at any time following such appointment
fails or is legally unable to perform the duties of the Servicer hereunder or
has previously resigned or otherwise been terminated as Back-up Servicer, or (z)
any other Person designated Successor Servicer in accordance herewith, fails or
is legally unable to perform the duties of the Servicer hereunder following its
appointment as Successor Servicer, then the Insurer may appoint or, if the
Insurer is not entitled to appoint a Successor Servicer by operation of Section
9.08, the Indenture Trustee may 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
Servicer. Until such time as the Person so appointed becomes obligated to begin
acting as Servicer hereunder, the then current Servicer will continue to perform
all servicing functions hereunder or, if the then current Servicer was
terminated or is legally unable to continue acting in such capacity, the
Indenture Trustee shall act as Successor Servicer. The Indenture Trustee and
such Successor Servicer shall take such action, consistent with this Agreement,
as shall be necessary to effectuate any such succession. Notwithstanding the
foregoing, if the Servicer is terminated pursuant to Section 7.01 or resigns
pursuant to Section 6.04, the Insurer may appoint a Successor Servicer other
than the Back-up Servicer, unless the Insurer is not entitled to appoint a
Successor Servicer by operation of Section 9.08.

         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.

                                      -74-
<PAGE>
         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 has 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 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 Preference 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.

                                  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

                                      -75-
<PAGE>
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 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.

                                      -76-
<PAGE>
                                   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, 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 or to modify, delete or add
any provision hereof relating to the rights and obligations of the Back-up
Servicer; 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 is 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.

         (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

                                      -77-
<PAGE>
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 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.

                                      -78-
<PAGE>
         (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 of which counterpart shall be deemed to be an original,
and all of which counterparts shall constitute but one and the same instrument.

                                      -79-
<PAGE>
         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 113 King Street, Armonk, New York
                           10504, Attention: Insured Portfolio Management,
                           Structured Finance, facsimile (914) 765-3131;

                  (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

                  (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.

                                      -80-
<PAGE>
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 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.

                                      -81-
<PAGE>
         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
Citibank, N.A. 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, Citibank, N.A. 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-B
                               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


                               CITIBANK, N.A., not in its individual capacity
                               but solely as Indenture Trustee and as Trust
                               Agent

                               By:
                                    --------------------------------------------
                               Name:
                                     -------------------------------------------
                               Title:
                                       -----------------------------------------


<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

<TABLE>
<S>                                                  <C>
         Location:                                   The Bank of New York
         Account Number:                             8900118377
         SubAccount:                                 49589
         Name of Account Holder:                     Collection Account - OT 2003-B,
                                                     Citibank, N.A., Indenture Trustee

         Location:                                   Wells Fargo Bank
         Account Number:                             4010002269
         Name of Account Holder:                     Payahead Account - OT 2003-B,
                                                     Citibank, N.A., as agent

         Location:                                   Citibank, N.A.
         Account Number:                             3617-2242
         Sub Account:                                104661
         Name of Account Holder:                     Spread Account - OT 2003-B,
                                                     Citibank, N.A., Indenture Trustee

         Location:                                   Citibank, N.A.
         Account Number:                             3617-2242
         Sub Account:                                104658
         Name of Account Holder:                     Note Distribution Account - OT 2003-B,
                                                     Citibank, N.A., Indenture Trustee

         Location:                                   Citibank, N.A.
         Account Number:                             3617-2242
         Sub Account:                                104660
         Name of Account Holder:                     Payment Account - OT 2003-B,
                                                     Citibank, N.A.

         Location:                                   Citibank, N.A.
         Account Number:                             3617-2242
         Sub Account:                                104657
         Name of Account Holder:                     Prefunding Account - OT 2003-B
                                                     Citibank, N.A.

         Location:                                   Citibank, N.A.
         Account Number:                             3617-2242
         Sub Account:                                104656
         Name of Account Holder:                     Capitalized Interest Account - OT 2003-B
                                                     Citibank, N.A.
</TABLE>
<PAGE>
                                   EXHIBIT A

                        FORM OF APPOINTMENT OF CUSTODIAN

[Name and address of Custodian]

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

Dear Sirs:

         Reference is hereby made to the Sale and Servicing Agreement (the "Sale
and Servicing Agreement") dated as of May 1, 2003 by and among Onyx Acceptance
Owner Trust 2003-B, as Issuer (the "Issuer"), Onyx Acceptance Corporation, Onyx
Acceptance Financial Corporation and Citibank, N.A., 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,


                                 CITIBANK, N.A.,
                                 not in its individual capacity, but solely as
                                 Indenture Trustee

                                 By:
                                     -------------------------------------------
                                 Name:
                                     -------------------------------------------
                                 Title:
                                     -------------------------------------------
<PAGE>
                                 ONYX ACCEPTANCE OWNER TRUST 2003-B


                                 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:
      ---------------------



MBIA Insurance Corporation

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 May
1, 2003 (the "AGREEMENT") between Onyx Acceptance Owner Trust 2003-B, as Issuer
(the "ISSUER"), Onyx Acceptance Financial Corporation, as Seller (the "SELLER"),
Onyx Acceptance Corporation, as Servicer and Custodian, and Citibank, N.A., 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-B 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).

MBIA Insurance Corporation


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 May 1, 2003 (the "AGREEMENT") between Onyx Acceptance Owner Trust
2003-B, as Issuer, Onyx Acceptance Financial Corporation, as Seller (the
"SELLER"), Onyx Acceptance Corporation, as Servicer and Custodian, and Citibank,
N.A., 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:
                                     -------------------------------------------
                                 Title:
                                     -------------------------------------------




</TEXT>
</DOCUMENT>
