Exhibit 4.2



 




Exhibit 4.2




INSTRUMENT OF RESIGNATION, APPOINTMENT,

AND ACCEPTANCE




     This INSTRUMENT OF RESIGNATION, APPOINTMENT, AND ACCEPTANCE dated as of
November 10, 2003 (this “Instrument”) among Onyx Acceptance Financial
Corporation, a Delaware corporation, as Depositor (the
“Depositor”), XL Capital
Assurance Inc., a New York stock insurance company, as Insurer (the “Insurer”),
Onyx Acceptance Corporation, a Delaware corporation, as Administrator (the
“Administrator”), The Bank of New York (Delaware), a Delaware banking
corporation (the “Retiring Trustee”), and Chase Manhattan Bank USA, National
Association, a national banking association (the “Successor Trustee”).




WITNESSETH:




     WHEREAS, the Depositor, Citibank, N.A., a national banking association, as
Trust Agent, and the Retiring Trustee entered into a Trust Agreement dated as
of July 1, 2003 (the “Trust Agreement”), relating to the formation of Onyx
Acceptance Owner Trust 2003-C (the “Trust”);




     WHEREAS, Section 10.02 of the Trust Agreement provides that the Retiring
Trustee may resign as Owner Trustee by giving written notice of resignation to
the Administrator and the Insurer;




     WHEREAS, the Retiring Trustee, pursuant to the provisions of Section 10.02
of the Trust Agreement, hereby notifies the Administrator and the Insurer of
its intention to resign as Trustee effective as of the open of business on
November 11, 2003 (the “Effective Date”), which resignation shall create a
vacancy in the office of the Owner Trustee;




     WHEREAS, the Administrator desires to appoint the Successor Trustee to
succeed the Retiring Trustee as Owner Trustee under the Trust Agreement,
effective as of the open of business on the Effective Date;




     WHEREAS, the Successor Trustee is qualified to act as successor trustee
under the Trust Agreement, and is willing to accept appointment as Owner
Trustee under the Trust Agreement;




     WHEREAS, the Insurer approves of the appointment of the Successor Trustee
as Owner Trustee, and




     NOW, THEREFORE, pursuant to the provisions of the Trust Agreement, and in
consideration of the covenants herein contained, it is agreed among the
Administrator, the Insurer, the Retiring Trustee, the Depositor, and the
Successor Trustee as follows:




     1. Terms capitalized and not otherwise defined have the meanings
assigned them in the Trust Agreement.





 








 



     2. Pursuant to 10.02 of the Trust Agreement, the Retiring Trustee
hereby resigns as Owner Trustee under the Trust Agreement. The
Administrator hereby accepts such resignation. The Administrator hereby
appoints the Successor Trustee as Owner Trustee under the Trust
Agreement, subject to all the trusts, conditions and provisions of the
Trust Agreement, to fill the vacancy created by the resignation of the
Retiring Trustee, such resignation and appointment to be effective as of
the open of business on the Effective Date. The Insurer hereby approves
the appointment of the Successor Trustee as Owner Trustee under the Trust
Agreement, and the Insurer and the Depositor acknowledge receipt of
written confirmation from each Rating Agency that the appointment of the
Successor Trustee as Owner Trustee under the Trust Agreement will not
result in an increased capital charge to the Insurer by either Rating
Agency.




     3. The Successor Trustee represents that it is qualified and
eligible to act as Owner Trustee under the Trust Agreement.




     4. The Retiring Trustee hereby conveys, assigns and transfers to the
Successor Trustee, and to its successors and assigns, upon the trusts
expressed in the Trust Agreement, all the rights, powers, trusts, duties
and obligations of the Retiring Trustee as Owner Trustee under and
pursuant to the Trust Agreement and all property and money held by the
Retiring Trustee as Owner Trustee under the Trust Agreement.




     5. The Retiring Trustee hereby represents that, at the time the
Retiring Trustee’s resignation becomes effective, it will hold no monies
or other property as Owner Trustee.




     6. The Retiring Trustee hereby represents that the monies and
property being transferred to the Successor Trustee do not include any
monies or property that were required to be paid to any state under an
abandoned property law.




     7. The Successor Trustee hereby accepts appointment as Owner Trustee
subject to all the trusts, conditions and provisions of the Trust
Agreement, and accepts, upon the trusts expressed in the Trust Agreement,
all the rights, powers, trusts, duties and obligations of the Retiring
Trustee as Owner Trustee under and pursuant to the Trust Agreement and
agrees to be bound by all the terms of the Trust Agreement, such
acceptance and agreement to be effective as of the open of business on
the Effective Date.




     8. At the request of the Successor Trustee, the Depositor, the
Insurer, and the Administrator, the Retiring Trustee, for the purpose of
more fully and certainly vesting in and confirming to Chase Manhattan
Bank USA, National Association, as Owner Trustee under the Trust
Agreement the rights and powers which the Retiring Trustee now holds
under and by virtue of the Trust Agreement, hereby joins in the execution
hereof and agrees, upon reasonable request of the Successor Trustee, to
execute, acknowledge and deliver such further instruments of conveyance
and further assurance and to do such other things as may reasonably be
required for more fully and certainly vesting in and confirming to Chase
Manhattan Bank USA, National Association, such rights and powers.





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     9. On the Effective Date, the Successor Trustee shall execute and
file an Amendment to the Certificate of Trust in the form attached hereto
as Exhibit A with the Office of the Secretary of State of Delaware
pursuant to 12 Del.C. § 3810(b).




     10. It is understood and agreed that:




     (a) this Instrument does not constitute a waiver or assignment
by the Retiring Trustee of any compensation, reimbursement,
expenses or indemnity to which it is or may be entitled pursuant to
the Trust Agreement.




     (b) this Instrument does not constitute an assumption by the
Successor Trustee of any liability of the Retiring Trustee arising
out of a breach by the Retiring Trustee prior to the resignation of
its duties under the Trust Agreement.




     11. The Administrator, the Depositor, and Insurer, for the purpose
of more fully and certainly vesting in and confirming to the Successor
Trustee as successor Owner Trustee under the Trust Agreement, said
properties, rights, powers, duties, trusts and obligations, at the
request of the Successor Trustee, hereby joins in the execution hereof.




     12. This Instrument shall be governed by and construed in accordance
with the laws of the State of Delaware, without regard to conflicts of
laws principles thereof.




     13. This Instrument may be executed by the parties hereto in
separate counterparts, each of which when so executed and delivered shall
be an original, but all such counterparts shall together constitute but
one and the same instrument.




     14. No amendment shall be made to this Instrument without the
written consent of all parties hereto.





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     IN WITNESS WHEREOF, the parties hereto have caused this Instrument to be
duly executed as of the day and year first above written.




	 	 	 	 	 	 	 
	 	 	ONYX ACCEPTANCE FINANCIAL CORPORATION,

         as Depositor
	 
	 	 	 	 	 	 
	 	 	By	 	 	 	 
	 	 	 	 	

	 	 	 	 	
Name:	 	 
	 	 	 	 	 	 	

	 	 	 	 	
Title:	 	 
	 	 	 	 	 	 	

	 
	 	 	 	 	 	 
	 	 	THE BANK OF NEW YORK (DELAWARE),

         as Retiring Trustee
	 
	 	 	 	 	 	 
	 	 	By	 	 	 	 
	 	 	 	 	

	 	 	 	 	
Name:	 	 
	 	 	 	 	 	 	

	 	 	 	 	
Title:	 	 
	 	 	 	 	 	 	

	 
	 	 	 	 	 	 
	 	 	CHASE
MANHATTAN BANK USA, NATIONAL
         ASSOCIATION,

         as Successor Trustee
	 
	 	 	 	 	 	 
	 	 	By	 	 	 	 
	 	 	 	 	

	 	 	 	 	
Name:	 	 
	 	 	 	 	 	 	

	 	 	 	 	
Title:	 	 
	 	 	 	 	 	 	

	 
	 	 	 	 	 	 
	 	 	XL CAPITAL ASSURANCE INC.,

         as Insurer
	 
	 	 	 	 	 	 
	 	 	By	 	 	 	 
	 	 	 	 	

	 	 	 	 	
Name:	 	 
	 	 	 	 	 	 	

	 	 	 	 	
Title:	 	 
	 	 	 	 	 	 	








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	 	 	ONYX ACCEPTANCE CORPORATION,

         as Administrator
	 
	 	 	 	 	 	 
	 	 	By	 	 	 	 
	 	 	 	 	

	 	 	 	 	
Name:	 	 
	 	 	 	 	 	 	

	 	 	 	 	
Title:	 	 
	 	 	 	 	 	 	

	 
	 	 	 	 	 	 







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EXHIBIT A




CERTIFICATE OF AMENDMENT

TO

CERTIFICATE OF TRUST

OF

ONYX ACCEPTANCE OWNER TRUST 2003-C




     THIS Certificate of Amendment of Onyx Acceptance Owner Trust 2003-C (the
“Trust”), dated November    , 2003, is being duly executed and filed by the
undersigned trustee to amend a statutory trust formed under the Delaware
Statutory Trust Act (12 Del. C. § 3801 et seq.).




     1. Name. The name of the statutory trust amended hereby is Onyx Acceptance
Owner Trust 2003-C.




     2. Amendment of Trust. The Certificate of Trust of the Trust is hereby
amended by changing the name and address of the Delaware Trustee to:




Chase Manhattan Bank USA, National Association

c/o JP Morgan Chase

Attention: Institutional Trust Services

500 Stanton Christiana Road, OPS4 / 3rd Floor

Newark, Delaware 19713




     3. Effective Date. This Certificate of Amendment shall be effective as of
filing.




     IN WITNESS WHEREOF, the undersigned trustee of the Trust has executed this
Certificate of Amendment as of the date and year first above written.




	 	 	 	 	 
	 	 	CHASE MANHATTAN BANK USA, NATIONAL

ASSOCIATION, not in its individual capacity

but solely as trustee
	 	 	 	 	 
	 	 	
By:	 	 
	 	 	 	 	

	 	 	
Name:	 	 
	 	 	 	 	 
	 	 	
Title: