<PAGE>   1
                                                                     EXHIBIT 4.9


                                 TRUST AGREEMENT

                                      among

                     ONYX ACCEPTANCE FINANCIAL CORPORATION,
                                  as Depositor


                            BANKERS TRUST (DELAWARE),
                                as Owner Trustee


                                       and


                            THE CHASE MANHATTAN BANK,
                                 as Trust Agent




                             Dated as of May 1, 2001





                       ONYX ACCEPTANCE OWNER TRUST 2001-B

<PAGE>   2

                                TABLE OF CONTENTS

<TABLE>
<CAPTION>
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<S>                                                                              <C>
ARTICLE I - DEFINITIONS............................................................1
   Section  1.01   Capitalized Terms...............................................1
   Section  1.02   Other Definitional Provisions...................................4
   Section  1.03   Usage of Terms..................................................4
   Section  1.04   Section References..............................................4
   Section  1.05   Accounting Terms................................................4

ARTICLE II - ORGANIZATION..........................................................4
   Section  2.01   Name............................................................4
   Section  2.02   Office..........................................................4
   Section  2.03   Purposes and Powers.............................................4
   Section  2.04   Appointment of Owner Trustee....................................5
   Section  2.05   Initial Capital Contribution of Owner Trust Estate..............5
   Section  2.06   Declaration of Trust............................................5
   Section  2.07   Title to Trust Property.........................................6
   Section  2.08   Situs of Trust..................................................6
   Section  2.09   Representations and Warranties of the Depositor.................6
   Section  2.10   Federal Income Tax Allocations..................................7

ARTICLE III - RESIDUAL INTEREST INSTRUMENTS AND TRANSFER OF INTERESTS..............8
   Section  3.01   Initial Ownership...............................................8
   Section  3.02   The Residual Interest Instruments and the Notes.................8
   Section  3.03   Execution, Authentication and Delivery of Residual Interest
                     Instruments and Notes.........................................8
   Section  3.04   Registration of Transfer and Exchange of Residual Interest
                     Instruments...................................................9
   Section  3.05   Mutilated, Destroyed, Lost or Stolen Residual Interest
                     Instruments..................................................10
   Section  3.06   Persons Deemed Owners..........................................10
   Section  3.07   Access to List of Owners' Names and Addresses..................10
   Section  3.08   Maintenance of Office or Agency................................10
   Section  3.09   Temporary Residual Interest Instruments........................10
   Section  3.10   Appointment of Paying Agent....................................11
   Section  3.11   Restrictions on Transfer of Residual Interest Instruments......12

ARTICLE IV - ACTIONS BY OWNER TRUSTEE.............................................13
   Section  4.01   Prior Notice to Owners with Respect to Certain Matters.........13
   Section  4.02   Action by Owners with Respect to Certain Matters...............14
   Section  4.03   Action by Owners with Respect to Bankruptcy....................14
   Section  4.04   Restrictions on Owners' Power..................................14
   Section  4.05   Majority Control...............................................14
   Section  4.06   Certain Litigation Matters.....................................15
</TABLE>

                                      -i-

<PAGE>   3

                                TABLE OF CONTENTS
                                   (Continued)
<TABLE>
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<S>                                                                              <C>
ARTICLE V - APPLICATION OF TRUST FUNDS; CERTAIN DUTIES............................15
   Section  5.01   Application of Trust Funds.....................................15
   Section  5.02   Method of Payment..............................................16
   Section  5.03   No Segregation of Monies; No Interest..........................16
   Section  5.04   Accounting and Reports to the Noteholders, Owners,
                     the Internal Revenue Service and Others......................16
   Section  5.05   Signature on Returns; Tax Matters Partner......................16

ARTICLE VI - AUTHORITY AND DUTIES OF OWNER TRUSTEE AND TRUST AGENT................17
   Section  6.01   General Authority..............................................17
   Section  6.02   General Duties.................................................17
   Section  6.03   Action Upon Instruction........................................17
   Section  6.04   No Duties Except as Specified in this Agreement or in
                     Instructions.................................................18
   Section  6.05   No Action Except Under Specified Documents or Instructions.....19
   Section  6.06   Restrictions...................................................19

ARTICLE VII - CONCERNING THE OWNER TRUSTEE AND THE TRUST AGENT....................19
   Section  7.01   Acceptance of Trusts and Duties................................19
   Section  7.02   Furnishing of Documents........................................21
   Section  7.03   Representations and Warranties.................................22
   Section  7.04   Reliance; Advice of Counsel....................................22
   Section  7.05   Not Acting in Individual Capacity..............................23
   Section  7.06   Owner Trustee and Trust Agent Not Liable for Residual
                     Interest Instruments, Notes or Contracts.....................23
   Section  7.07   Owner Trustee and Trust Agent May Own Residual Interest
                     Instruments and Notes........................................24

ARTICLE VIII - COMPENSATION AND INDEMNIFICATION OF OWNER TRUSTEE AND TRUST AGENT..24
   Section  8.01   Owner Trustee's and Trust Agent's Fees and Expenses............24
   Section  8.02   Indemnification................................................24
   Section  8.03   Payments to the Owner Trustee or Trust Agent...................24

ARTICLE IX - TERMINATION OF TRUST AGREEMENT.......................................24
   Section  9.01   Termination of Trust Agreement.................................24

ARTICLE X - SUCCESSOR OWNER TRUSTEES, ADDITIONAL OWNER TRUSTEE AND TRUST AGENT....25
   Section  10.01   Eligibility Requirements for Owner Trustee....................25
   Section  10.02   Resignation or Removal of Owner Trustee.......................26
   Section  10.03   Successor Owner Trustee.......................................26
   Section  10.04   Merger or Consolidation of Owner Trustee......................27
   Section  10.05   Appointment of Co-Trustee or Separate Trustee.................27
   Section  10.06   Appointment of Trust Agent....................................27
</TABLE>


                                      -ii-

<PAGE>   4

                                TABLE OF CONTENTS
                                   (Continued)
<TABLE>
<CAPTION>
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ARTICLE XI - MISCELLANEOUS........................................................29
   Section  11.01   Supplements and Amendments....................................29
   Section  11.02   [RESERVED]....................................................30
   Section  11.03   Limitations on Rights of Others...............................30
   Section  11.04   Notices.......................................................30
   Section  11.05   Severability of Provisions....................................30
   Section  11.06   Counterparts..................................................31
   Section  11.07   Successors and Assigns........................................31
   Section  11.08   No Petition...................................................31
   Section  11.09   No Recourse...................................................31
   Section  11.10   Residual Interest Instruments Nonassessable and Fully Paid....31
   Section  11.11   Headings......................................................31
   Section  11.12   Governing Law.................................................31
   Section  11.13   Depositor Payment Obligation..................................32
   Section  11.14   Certain Matters Regarding the Insurer.........................32
   Section  11.15   Fiduciary Duties..............................................32


                                    EXHIBITS

   Exhibit A - Form of Certificate of Trust
   Exhibit B - Form of Residual Interest Instrument
</TABLE>


                                      -iii-

<PAGE>   5

     This TRUST AGREEMENT, dated as of May 1, 2001, is among ONYX ACCEPTANCE
FINANCIAL CORPORATION, a Delaware corporation (the "DEPOSITOR"), BANKERS TRUST
(DELAWARE), a Delaware banking corporation, as owner trustee (the "OWNER
TRUSTEE"), and THE CHASE MANHATTAN BANK, a New York corporation, as agent of the
Owner Trustee for the limited purposes set forth herein (the "TRUST AGENT").

                                    ARTICLE I

                                   DEFINITIONS

     Section 1.01 Capitalized Terms. Except as otherwise provided in this
Agreement, whenever used in this Agreement the following words and phrases,
unless the context otherwise requires, shall have the following meanings:

     "ADMINISTRATION AGREEMENT" means the administration agreement, dated as of
May 1, 2001, among the Trust, the Depositor, the Indenture Trustee, the Trust
Agent and Onyx, as administrator.

     "ADMINISTRATOR" means the Person acting as "Administrator" under the
Administration Agreement.

     "AGREEMENT" means this Trust Agreement, as the same may be amended and
supplemented from time to time.

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

     "BUSINESS TRUST STATUTE" means Chapter 38 of Title 12 of the Delaware Code,
12 Del. C. ss.3801, et seq., as the same may be amended from time to time.

     "CERTIFICATE OF TRUST" means the Certificate of Trust filed for the Trust
pursuant to Section 3810(a) of the Business Trust Statute, substantially in the
form of Exhibit A hereto.

     "CERTIFICATE REGISTER" and "CERTIFICATE REGISTRAR" mean the register
maintained and the registrar (or any successor thereto) appointed pursuant to
Section 3.04.

     "CLOSING DATE" means May 18, 2001.

     "CODE" means the Internal Revenue Code of 1986, as amended, and Treasury
Regulations promulgated thereunder.

     "COMMISSION" means the United States Securities and Exchange Commission.

<PAGE>   6

     "DEPOSITOR" means Onyx Acceptance Financial Corporation in its capacity as
depositor hereunder, and its successors.

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

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

     "GRANT" shall have the meaning assigned to such term in Section 2.03.

     "INDENTURE" means the indenture dated as of May 1, 2001, between the Trust,
as Issuer, and The Chase Manhattan Bank, as Indenture Trustee.

     "INSURER" means MBIA Insurance Corporation, and its successors.

     "NOTE DISTRIBUTION ACCOUNT" shall have the meaning assigned to such term in
the Sale and Servicing Agreement.

     "NOTES" means the Class A-1 Notes, the Class A-2 Notes, the Class A-3 Notes
and the Class A-4 Notes, in each case issued pursuant to the Indenture.

     "ONYX" means Onyx Acceptance Corporation, and its successors.

     "OWNER" means each Person in whose name a Residual Interest Instrument is
registered in the Certificate Register.

     "OWNER TRUSTEE" means Bankers Trust (Delaware), a Delaware banking
corporation, not in its individual capacity but solely as owner trustee under
this Agreement, and any successor Owner Trustee hereunder.

     "OWNER TRUSTEE CORPORATE TRUST OFFICE" means the office of the Owner
Trustee at which its corporate trust business shall be administered, which
initially shall be E.A. Delle Donne Corporate Center, 1011 Centre Road, Suite
200, Wilmington, Delaware 19805-1266, Attention: Corporate Trust Administration
Department, or such other office at such other address as the Owner Trustee may
designate from time to time by notice to the Owners, the Servicer, the Depositor
and the Insurer.

     "PAYING AGENT" means the Trust Agent or any successor in interest thereto
or any other paying agent or co-paying agent appointed pursuant to Section 3.10
and authorized by the Issuer to make payments to and distributions on the
Residual Interest Instruments.

     "PERCENTAGE INTEREST" means with respect to each Residual Interest
Instrument, the percentage portion of the Residual Interest evidenced thereby as
stated on the face of such Residual Interest Instrument.

     "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.

     "RECORD DATE" means, with respect to any Distribution Date, the day
immediately preceding such Distribution Date.


                                      -2-

<PAGE>   7

     "RESIDUAL INTEREST" means the right to receive amounts to be distributed or
paid to holders of the "Residual Interests" (as defined in the Sale and
Servicing Agreement), pursuant to the terms of the Sale and Servicing Agreement.

     "RESIDUAL INTEREST INSTRUMENT" means an instrument substantially in the
form attached as Exhibit B hereto and evidencing the Residual Interest.

     "RESPONSIBLE OFFICER" means, with respect to the Owner Trustee, any officer
within the Owner Trustee Corporate Trust Office, and with respect to the Trust
Agent, any officer within the Trust Agent Office, including any Vice President,
assistant secretary or other officer or assistant officer of the Owner Trustee
or the Trust Agent, as the case may be, customarily performing functions similar
to those performed by the people who at such time shall be officers and has
direct responsibility for the administration of this Agreement.

     "SALE AND SERVICING AGREEMENT" means the sale and servicing agreement,
dated as of May 1, 2001, among the Trust, as Issuer, the Depositor, as Seller,
Onyx, as Servicer and Custodian, the Indenture Trustee and the Trust Agent as
the same may be amended or supplemented from time to time.

     "SECRETARY OF STATE" means the Secretary of State of the State of Delaware.

     "SELLER" means Onyx Acceptance Financial Corporation, in its capacity as
seller under the Sale and Servicing Agreement, and its successors.

     "TREASURY REGULATIONS" means regulations, including proposed or temporary
regulations, promulgated under the Code. References herein to specific
provisions of proposed or temporary regulations shall include analogous
provisions of final Treasury Regulations or other successor Treasury
Regulations.

     "TRUST" means the trust established by this Agreement.

     "TRUST AGENT" means The Chase Manhattan Bank, a New York corporation, not
in its individual capacity but solely as agent of the Owner Trustee under this
Agreement, and any successor Trust Agent hereunder.

     "TRUST AGENT OFFICE" means the office of the Trust Agent at 450 West 33rd
Street, 14th Floor, New York, New York 10001-2697, Attention: Capital Markets
Fiduciary Services or such other office at such other address as the Trust Agent
may designate from time to time by notice to the Owners, the Servicer, the
Depositor and the Insurer.

     "TRUST ESTATE" means all right, title and interest of the Trust in and to
the property and rights assigned to the Trust pursuant to Article II of the Sale
and Servicing Agreement, all funds on deposit from time to time in the Trust
Accounts and all other property of the Trust from time to time, including any
rights of the Owner Trustee and the Trust pursuant to the Sale and Servicing
Agreement and the Administration Agreement.

     "UNDERWRITERS" means Credit Suisse First Boston Corporation and Salomon
Smith Barney Inc.

                                      -3-

<PAGE>   8

     Section 1.02 Other Definitional Provisions. Capitalized terms used that are
not otherwise defined herein shall have the meanings ascribed thereto in the
Sale and Servicing Agreement or, if not defined therein, in the Indenture.

     Section 1.03 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 1.04 Section References. All section references, unless otherwise
indicated, shall be to Sections in this Agreement.

     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.

                                   ARTICLE II

                                  ORGANIZATION

     Section 2.01 Name. The Trust created hereby shall be known as Onyx
Acceptance Owner Trust 2001-B, in which name the Owner Trustee may conduct the
activities of the Trust, make and execute contracts and other instruments on
behalf of the Trust and sue and be sued, and in which name the Owner Trustee may
perform its duties hereunder.

     Section 2.02 Office. The office of the Trust shall be in care of the Owner
Trustee at the Owner Trustee Corporate Trust Office or at such other address in
Delaware as the Owner Trustee may designate by written notice to the Owners, the
Depositor, the Servicer and the Insurer.

     Section 2.03 Purposes and Powers. The sole purpose of the Trust is to
conserve the Trust Estate and collect and disburse the periodic income therefrom
for the use and benefit of the Owners, and in furtherance of such purpose to
engage in the following ministerial activities:

          (i) to issue the Notes pursuant to the Indenture, to sell the Notes,
     and to issue Residual Interest Instruments pursuant to this Agreement;

          (ii) with the proceeds of the sale of the Notes, to purchase the
     Contracts, and to pay the organizational, start-up and transactional
     expenses of the Trust and to pay the balance to the Depositor pursuant to
     the Sale and Servicing Agreement;

          (iii) to assign, grant, transfer, pledge, mortgage and convey
     ("GRANT") the Trust Estate pursuant to the Indenture and to hold, manage
     and distribute to the Owners pursuant to the Sale and Servicing Agreement
     any portion of the Trust Estate released from the Lien of, and remitted to
     the Trust pursuant to, the Indenture;


                                      -4-

<PAGE>   9

          (iv) to enter into and perform its obligations under the Basic
     Documents to which it is to be a party;

          (v) subject to compliance with the Basic Documents, to engage in such
     other activities as may be required in connection with conservation of the
     Trust Estate and the making of distributions to the Owners and the
     Noteholders; and

          (vi) to engage in those activities, including entering into
     agreements, that are necessary to accomplish the foregoing or are
     incidental thereto or connected therewith.

The Trust is hereby authorized to engage in the foregoing activities. Other than
pursuant to this Agreement, or in connection with or incidental to the
provisions or purposes of this Agreement, the Trust shall not (i) issue debt or
otherwise borrow money, (ii) merge or consolidate with any other entity,
reorganize, liquidate or transfer all or substantially all of its assets to any
other entity or (iii) otherwise engage in any activity or exercise any power not
provided for in this Agreement or the Basic Documents. However, all action taken
by the Owner Trustee on behalf of the Trust prior to the Closing Date in
connection with the filing of an Application for Licensure Sales Finance Company
in Pennsylvania is hereby ratified.

     Section 2.04 Appointment of Owner Trustee. The Depositor hereby appoints
the Owner Trustee as trustee of the Trust effective as of the date hereof, to
have all the rights, powers and duties set forth herein and in the Business
Trust Statute, and the Owner Trustee hereby accepts such appointment. The Owner
Trustee is hereby authorized and directed to file the Certificate of Trust with
the Secretary of State.

     Section 2.05 Initial Capital Contribution of Owner Trust Estate. The
Depositor hereby sells, assigns, transfers, conveys and sets over to the Owner
Trustee, as of the date hereof, the sum of $1.00. The Owner Trustee hereby
acknowledges receipt in trust from the Depositor, as of the date hereof, of the
foregoing contribution, which shall constitute the initial Trust Estate. The
Depositor shall pay organizational expenses of the Trust as they may arise or
shall, upon the request of the Owner Trustee or the Trust Agent, as applicable,
promptly reimburse the Owner Trustee and the Trust Agent, respectively, for any
such expenses paid by the Owner Trustee or the Trust Agent, as applicable.

     Section 2.06 Declaration of Trust. The Owner Trustee hereby declares that
it will hold the Trust Estate in trust upon and subject to the conditions set
forth herein for the sole purpose of conserving the Trust Estate and collecting
and disbursing the periodic income therefrom for the use and benefit of the
Owners, subject to the obligations of the Trust under the Basic Documents. It is
the intention of the parties hereto that the Trust constitute a business trust
under the Business Trust Statute and that this Agreement constitute the
governing instrument of such business trust. It is the intention of the parties
hereto that, solely for income and franchise tax purposes, on and after the
Closing Date (i) so long as there is a sole Residual Interestholder, the Trust
shall be disregarded as an entity separate from the sole Residual
Interestholder, and (ii) if there is more than one Residual Interestholder, the
Trust shall be treated as a partnership, with the assets of the partnership
being the Contracts and other assets held by the Trust, and with the partners of
the partnership being the Owners of the Residual Interest Instruments, and the
Notes being debt of the partnership. The Trust shall not elect to be treated as
an association under Treasury Regulation Section 301.7701-3(a) for federal
income tax purposes. The parties agree that, unless otherwise required by
appropriate tax




                                      -5-
<PAGE>   10

authorities, the Trust will file or cause to be filed annual or other necessary
returns, reports and other forms consistent with the characterization of the
Trust as provided in the second preceding sentence. Effective as of the date
hereof, the Owner Trustee shall have all rights, powers and duties set forth
herein and in the Business Trust Statute for the sole purpose and to the extent
necessary to accomplish the purposes of the Trust as set forth in Section 2.03.

     Section 2.07 Title to Trust Property. Subject to the Indenture, legal title
to all the Trust Estate shall be vested at all times in the Trust as a separate
legal entity except where applicable law in any jurisdiction requires title to
any part of the Trust Estate to be vested in a trustee or trustees, in which
case title shall be deemed to be vested in the Owner Trustee and/or a separate
trustee, as the case may be.

     The Owners shall not have legal title to any part of the Trust Estate. The
Owners shall be entitled to receive distributions with respect to their
undivided ownership interest therein only in accordance with Articles Five and
Nine. No transfer, by operation of law or otherwise, of any right, title or
interest of the Owners to and in their ownership interest in the Trust Estate
shall operate to terminate this Agreement or the trusts hereunder or entitle any
transferee to an accounting or to the transfer to it of legal title to any part
of the Trust Estate.

     Section 2.08 Situs of Trust. The Trust will be located and administered in
the State of Delaware or the State of New York. All bank accounts maintained on
behalf of the Trust shall be located in the State of California, the State of
Delaware or the State of New York. The Trust shall not have any employees in any
state other than Delaware; provided, however, that nothing herein shall restrict
or prohibit the Owner Trustee from having employees within or without the State
of Delaware. Payments will be received by the Trust only in California, Delaware
or New York and payments will be made by the Trust only from California,
Delaware or New York. The only office of the Trust will be at the Owner Trustee
Corporate Trust Office.

     Section 2.09 Representations and Warranties of the Depositor.

     (a) The Depositor hereby represents and warrants to the Owner Trustee and
the Insurer that:

          (i) The Depositor 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 acquire and own the Contracts.

          (ii) The Depositor is duly qualified to do business as a foreign
     corporation in good standing and has 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 Depositor has the power and authority to execute and deliver
     this Agreement and to carry out its terms; the Depositor has full power and
     authority to sell and assign the property to be sold and assigned to and
     deposited with the Owner Trustee on behalf of the Trust as part of the
     Trust Estate and has duly authorized such sale and assignment and deposit
     with the Owner Trustee on behalf of the Trust by all necessary


                                      -6-
<PAGE>   11

     corporate action. The execution, delivery and performance of this Agreement
     have been duly authorized by the Depositor by all necessary corporate
     action. The Depositor has duly executed and delivered this Agreement, and
     this Agreement constitutes the legal, valid and binding obligation of the
     Depositor enforceable against the Depositor in accordance with its terms.

          (iv) The consummation of the transactions contemplated by this
     Agreement and the fulfillment of the terms hereof do not conflict with,
     result in the 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 Depositor, or any indenture, agreement or
     other instrument to which the Depositor is a party or by which it is bound;
     nor result in the creation or imposition of any Lien upon any of the
     properties of the Depositor pursuant to the terms of any such indenture,
     agreement or other instrument (other than pursuant to the Basic Documents);
     nor violate any law or any order, rule or regulation applicable to the
     Depositor of any court or of any federal or state regulatory body,
     administrative agency or other governmental instrumentality having
     jurisdiction over the Depositor or its properties.

          (v) There are no proceedings or investigations pending, or to the
     Depositor's best knowledge threatened, before any court, regulatory body,
     administrative agency or other governmental instrumentality having
     jurisdiction over the Depositor or its properties: (A) asserting the
     invalidity of this Agreement, any of the other Basic Documents or the
     Residual Interest Instruments, (B) seeking to prevent the issuance of the
     Residual Interest Instruments or the consummation of any of the
     transactions contemplated by this Agreement or any of the other Basic
     Documents, (C) seeking any determination or ruling that might materially
     and adversely affect the performance by the Depositor of its obligations
     under, or the validity or enforceability of, this Agreement, any of the
     other Basic Documents or the Residual Interest Instruments or (D) involving
     the Depositor and which might materially and adversely affect the federal
     income tax or other federal, state or local tax attributes of the Residual
     Interest Instruments.

     Section 2.10 Federal Income Tax Allocations.

     (a) Net income of the Trust for any month, as determined for federal income
tax purposes (and each item of income, gain, loss and deduction entering into
the computation thereof), shall be allocated among the Owners in proportion to
the Percentage Interest of the Residual Interest of each Owner.

     (b) Net losses of the Trust, if any, for any calendar month as determined
for federal income tax purposes (and each item of income, gain, loss and
deduction entering into the computation thereof) shall be allocated to the
Owners. Any indebtedness allocated pursuant to Treasury Regulation
ss.1.752-3(a)(3) shall be allocated to the Residual Interest. The Depositor is
authorized to modify the allocations in this paragraph if necessary or
appropriate, in its sole discretion, for the allocations to fairly reflect the
income, gain, loss and deduction to the Depositor or to the Owners, or as
otherwise required by the Code.


                                      -7-
<PAGE>   12

                                   ARTICLE III

             RESIDUAL INTEREST INSTRUMENTS AND TRANSFER OF INTERESTS

     Section 3.01 Initial Ownership. Upon the formation of the Trust by the
contribution by the Depositor pursuant to Section 2.05 and until the issuance of
the Residual Interest Instruments, the Depositor shall be the sole beneficiary
of the Trust.

     Section 3.02 The Residual Interest Instruments and the Notes.

     (a) The Residual Interest Instruments shall not be issued with a principal
amount. The Residual Interest Instruments shall be executed by the Owner Trustee
on behalf of the Trust by manual or facsimile signature of an authorized officer
of the Owner Trustee, and authenticated by the Trust Agent by the manual or
facsimile signature of an authorized officer of the Trust Agent and shall be
deemed to have been validly issued when so executed and authenticated. Residual
Interest Instruments bearing the manual or facsimile signatures of individuals
who were, at the time when such signatures were affixed, authorized to sign on
behalf of the Owner Trustee or the Trust Agent shall be validly issued by the
Trust, notwithstanding that such individuals or any of them have ceased to be so
authorized prior to the execution, authentication and delivery of such Residual
Interest Instruments or did not hold such offices at the date of such Residual
Interest Instruments. All Residual Interest Instruments shall be dated the date
of their authentication.

     (b) The Notes shall be executed by the Owner Trustee on behalf of the Trust
by manual or facsimile signature of an authorized officer of the Owner Trustee,
and shall be authenticated as provided in the Indenture. Notes bearing the
manual or facsimile signature of an individual who was, at the time when such
signature was affixed, authorized to sign on behalf of the Owner Trustee shall
be deemed to have been validly executed by the Trust, notwithstanding that such
individual has ceased to be so authorized prior to the execution and delivery of
such Notes or did not hold such office at the date of such Notes.

     Section 3.03 Execution, Authentication and Delivery of Residual Interest
Instruments and Notes. The Owner Trustee shall cause to be executed,
authenticated and delivered upon the order of the Depositor, in exchange for the
Contracts and the other assets of the Trust, simultaneously with the sale,
assignment and transfer to the Trust of the Contracts, and such other assets,
(a) the Residual Interest Instruments representing 100% of the Percentage
Interests of the Residual Interest, evidencing the entire ownership of the
Trust, and (b) Notes executed by the Trust in aggregate principal amount of, in
the case of the (i) Class A-1 Notes, $78,000,000, (ii) Class A-2 Notes,
$96,000,000, (iii) Class A-3 Notes, $131,000,000, and (iv) Class A-4 Notes,
$95,000,000. The Trust Agent is hereby authorized to direct, on behalf of the
Trust, the Indenture Trustee to authenticate and deliver the Notes upon the
order of the Depositor. No Residual Interest Instrument shall entitle its Owner
to any benefit under this Agreement, or be valid for any purpose, unless there
appears on such Residual Interest Instrument a certificate of authentication
substantially in the form set forth in the form of Residual Interest Instrument
attached hereto as Exhibit B, executed by the Trust Agent or another
authenticating agent of the Owner Trustee, by manual or facsimile signature, and
such certificate upon any Residual Interest Instrument shall be conclusive
evidence, and the only evidence, that such Residual Interest Instrument has been
duly authenticated and delivered hereunder. Upon issuance, authorization and
delivery pursuant to the terms hereof, the Residual Interest Instruments will be
entitled to the benefits of this Agreement.


                                      -8-
<PAGE>   13

     Section 3.04 Registration of Transfer and Exchange of Residual Interest
Instruments.

     (a) The Certificate Registrar shall keep or cause to be kept, a Certificate
Register, subject to such reasonable regulations as it may prescribe. The
Certificate Register shall provide for the registration of Residual Interest
Instruments and transfers and exchanges of Residual Interest Instruments as
provided herein. The Trust Agent, as agent for the Trust, is hereby initially
appointed Certificate Registrar for the purpose of registering Residual Interest
Instruments and transfers and exchanges of Residual Interest Instruments as
herein provided. In the event that, subsequent to the Closing Date, the Trust
Agent notifies the Administrator that the Trust Agent is unable to act as
Certificate Registrar, the Administrator shall appoint another bank or trust
company, having an office or agency located in The City of New York, agreeing to
act in accordance with the provisions of this Agreement applicable to it, and
otherwise acceptable to the Depositor, to act as successor Certificate Registrar
hereunder.

     (b) Upon surrender for registration of transfer of any Residual Interest
Instrument at the office of the Certificate Registrar, the Owner Trustee shall
execute, authenticate and deliver (or shall cause the Trust Agent, as its
authenticating agent, to authenticate and deliver), in the name of the
designated transferee or transferees, one or more new Residual Interest
Instruments in authorized denominations of a like aggregate principal amount.

     (c) At the option of a Owner of a Residual Interest Instrument, Residual
Interest Instruments may be exchanged for other Residual Interest Instruments in
authorized denominations of a like Percentage Interest, upon surrender of the
Residual Interest Instruments to be exchanged at the office of the Certificate
Registrar. Whenever any Residual Interest Instruments are so surrendered for
exchange, the Owner Trustee on behalf of the Trust shall execute, authenticate
and deliver (or shall cause the Trust Agent, as its authenticating agent, to
authenticate and deliver) the Residual Interest Instruments that the Owner
making the exchange is entitled to receive. Every Residual Interest Instrument
presented or surrendered for registration of transfer or exchange shall be
accompanied by a written instrument of transfer in form satisfactory to the
Trust Agent and the Certificate Registrar duly executed by the Owner thereof or
his attorney duly authorized in writing. In addition, each Residual Interest
Instrument presented or surrendered for registration of transfer and exchange
must be accompanied by a letter from the prospective Owner certifying as to the
representations set forth in Section 3.11(a) and (b).

     (d) No service charge shall be made for any registration of transfer or
exchange of Residual Interest Instruments, but the Owner Trustee or, on its
behalf, the Trust Agent, may require payment of a sum sufficient to cover any
tax or governmental charge that may be imposed in connection with any transfer
or exchange of Residual Interest Instruments.

     (e) All Residual Interest Instruments surrendered for registration of
transfer or exchange, if surrendered to any agent of the Owner Trustee under
this Agreement, shall be delivered to the Trust Agent and promptly canceled by
it, or, if surrendered to the Trust Agent, shall be promptly canceled by it, and
no Residual Interest Instruments shall be issued in lieu thereof except as
expressly permitted by any of the provisions of this Agreement. The Trust Agent
shall dispose of canceled Residual Interest Instruments in accordance with the
normal industry practice.


                                      -9-
<PAGE>   14

     Section 3.05 Mutilated, Destroyed, Lost or Stolen Residual Interest
Instruments. If (a) any mutilated Residual Interest Instrument is surrendered to
the Certificate Registrar, or the Certificate Registrar receives evidence to its
satisfaction of the destruction, loss or theft of any Residual Interest
Instrument, and (b) there is delivered to the Certificate Registrar and the
Trust Agent such security or indemnity as may be required by them to save each
of them harmless, then, in the absence of notice that such Residual Interest
Instrument has been acquired by a bona fide purchaser, the Owner Trustee on
behalf of the Trust shall execute and the Trust Agent, as its authenticating
agent, shall authenticate and deliver, in exchange for or in lieu of any such
mutilated, destroyed, lost or stolen Residual Interest Instrument, a new
Residual Interest Instrument of like tenor and fractional undivided interest. In
connection with the issuance of any new Residual Interest Instrument under this
Section, the Owner Trustee or, on its behalf, the Trust Agent, may require the
payment by the Owner of a sum sufficient to cover any tax or other governmental
charge that may be imposed in relation thereto. Any duplicate Residual Interest
Instrument issued pursuant to this Section shall constitute complete and
indefeasible evidence of ownership in the Trust, as if originally issued,
whether or not the lost, stolen or destroyed Residual Interest Instrument shall
be found at any time.

     Section 3.06 Persons Deemed Owners. Prior to due presentation of a Residual
Interest Instrument for registration of transfer, the Owner Trustee, the Trust
Agent, the Certificate Registrar, any Paying Agent and any of their respective
agents may treat the Person in whose name any Residual Interest Instrument is
registered as the owner of such Residual Interest Instrument for the purpose of
receiving distributions pursuant to Section 5.01 and for all other purposes
whatsoever, and none of the Owner Trustee, the Trust Agent, the Certificate
Registrar, any Paying Agent or any of their respective agents shall be affected
by any notice to the contrary.

     Section 3.07 Access to List of Owners' Names and Addresses. The Trust Agent
shall furnish or cause to be furnished to the Servicer, the Insurer and the
Depositor, within 15 days after receipt by the Trust Agent of a written request
therefor from the Servicer, the Insurer or the Depositor, a list, in such form
as the Servicer, the Insurer or the Depositor may reasonably require, of the
names and addresses of the Owners as of the most recent Record Date. Each Owner,
by receiving and holding a Residual Interest Instrument, agrees with the
Servicer, the Depositor, the Owner Trustee and the Trust Agent that none of the
Servicer, the Depositor, the Owner Trustee or the Trust Agent shall be held
accountable by reason of the disclosure of any such information as to its name
and address hereunder, regardless of the source from which such information was
derived.

     Section 3.08 Maintenance of Office or Agency. The Trust Agent shall
maintain in the City of New York an office or offices or agency or agencies
where Residual Interest Instruments may be surrendered for registration of
transfer or exchange and where notices and demands to or upon the Trust Agent in
respect of the Residual Interest Instruments and the Basic Documents may be
served. The Trust Agent hereby designates the office of The Chase Manhattan Bank
at the address provided under the definition of the term "TRUST AGENT OFFICE" as
its office for such purposes. The Trust Agent shall give prompt written notice
to the Owner Trustee, the Depositor, the Servicer and to the Owners of any
change in the location of the Certificate Register or any such office or agency.

     Section 3.09 Temporary Residual Interest Instruments. Pending the
preparation of definitive Residual Interest Instruments, the Owner Trustee, on
behalf of the Trust, may execute, authenticate and deliver, temporary Residual
Interest Instruments that are printed, lithographed, typewritten, mimeographed
or otherwise produced, in any authorized denomination, substantially of the
tenor of the definitive Residual Interest Instruments in lieu of which they are
issued. If



                                      -10-
<PAGE>   15

temporary Residual Interest Instruments are issued, the Depositor will cause
definitive Residual Interest Instruments to be prepared without unreasonable
delay. After the preparation of definitive Residual Interest Instruments, the
temporary Residual Interest Instruments shall be exchangeable for definitive
Residual Interest Instruments upon surrender of the temporary Residual Interest
Instruments at the office or agency to be maintained as provided in Section
3.08, without charge to the Owner. Upon surrender for cancellation of any one or
more temporary Residual Interest Instruments, the Owner Trustee shall execute,
authenticate and deliver (or shall cause the Trust Agent, as its authenticating
agent, to authenticate and deliver) in exchange therefor a like principal amount
of definitive Residual Interest Instruments in authorized denominations. Until
so exchanged, the temporary Residual Interest Instruments shall in all respects
be entitled to the same benefits hereunder as definitive Residual Interest
Instruments.

     Section 3.10 Appointment of Paying Agent. The Owner Trustee, on behalf of
the Trust, hereby appoints the Trust Agent as Paying Agent under this Agreement.
The Paying Agent shall make distributions to Owners pursuant to Section 5.01
hereof and shall report the amounts of such distributions to the Owner Trustee.
The Paying Agent shall have the revocable power to withdraw funds from the
Payment Account for the purpose of making the distributions referred to above.
The Owner Trustee on behalf of the Trust may revoke such power and remove the
Paying Agent if the Owner Trustee is directed in writing to do so by the
Administrator. Each Paying Agent shall be permitted to resign as Paying Agent
upon 30 days' written notice to the Trust. In the event that the Trust Agent
shall no longer be the Paying Agent, the Administrator shall appoint a successor
to act as Paying Agent (which shall be a bank or trust company acceptable to the
Insurer). The Administrator shall cause such successor Paying Agent or any
additional Paying Agent appointed by the Administrator to execute and deliver to
the Trust an instrument in which such successor Paying Agent or additional
Paying Agent shall agree with the Trust that, as Paying Agent, such successor
Paying Agent or additional Paying Agent will hold all sums, if any, held by it
for payment to the Owners in trust for the benefit of the Owners entitled
thereto until such sums shall be paid to the Owners. The Paying Agent shall
return all unclaimed funds to the Trust and upon removal of a Paying Agent such
Paying Agent shall also return all funds in its possession to the Trust. The
provisions of Sections 7.01, 7.03, 7.04 and 8.01 shall apply to the Trust Agent
also in its role as Paying Agent, for so long as the Trust Agent shall act as
Paying Agent and, to the extent applicable, to any other paying agent appointed
hereunder. Any reference in this Agreement to the Paying Agent shall include any
co-paying agent unless the context requires otherwise. Notwithstanding anything
herein to the contrary, the Trust Agent and the Paying Agent shall be the same
entity as the Indenture Trustee under the Indenture and the Sale and Servicing
Agreement, unless an Insurer Default has occurred and is continuing. In such
event, the Trust Agent and the Paying Agent shall resign and the Owner Trustee
shall assume the duties and obligations of the Trust Agent and the Paying Agent
hereunder and under the Sale and Servicing Agreement.


                                      -11-
<PAGE>   16

     Section 3.11 Restrictions on Transfer of Residual Interest Instruments.

     (a) Each prospective purchaser and any subsequent transferee of a Residual
Interest Instrument (each, a "PROSPECTIVE OWNER"), other than the Depositor, by
virtue of its acceptance thereof, shall be deemed to have represented and
warranted to the Owner Trustee, the Trust Agent and the Certificate Registrar
and any of their respective successors that:

          (i) Such Person is (A) a "QUALIFIED INSTITUTIONAL BUYER" as defined in
     Rule 144A under the Securities Act of 1933, as amended (the "SECURITIES
     ACT"), is aware that the seller of the Residual Interest Instrument may be
     relying on the exemption from the registration requirements of the
     Securities Act provided by Rule 144A and is acquiring such Residual
     Interest Instrument for its own account or for the account of one or more
     qualified institutional buyers for whom it is authorized to act, or (B) a
     Person involved in the organization or operation of the Trust or an
     affiliate of such Person within the meaning of Rule 3a-7 of the Investment
     Company Act of 1940, as amended (including, but not limited to, the
     Depositor and Onyx Acceptance Corporation).

          (ii) Such Person understands that the Residual Interest Instruments
     have not been and will not be registered under the Securities Act and may
     be offered, sold, pledged or otherwise transferred only to a person whom
     the seller reasonably believes is (A) a qualified institutional buyer (as
     such term is defined in Rule 144A under the Securities Act) or (B) a Person
     involved in the organization or operation of the Trust or an affiliate of
     such Person, in a transaction meeting the requirements of Rule 144A under
     the Securities Act and in accordance with any applicable securities laws of
     any state of the United States.

          (iii) Such person understands that the Residual Interest Instrument
     bears a legend to the following effect:

          "THE RESIDUAL INTEREST IN THE TRUST REPRESENTED BY THIS RESIDUAL
          INTEREST INSTRUMENT HAS NOT BEEN AND WILL NOT BE REGISTERED UNDER THE
          SECURITIES ACT OF 1933, AS AMENDED (THE "ACT"), OR ANY STATE
          SECURITIES LAWS. THIS RESIDUAL INTEREST INSTRUMENT MAY BE DIRECTLY OR
          INDIRECTLY OFFERED OR SOLD OR OTHERWISE DISPOSED OF (INCLUDING
          PLEDGED) BY THE HOLDER HEREOF ONLY TO (I) A "QUALIFIED INSTITUTIONAL
          BUYER" AS DEFINED IN RULE 144A UNDER THE ACT, IN A TRANSACTION THAT IS
          REGISTERED UNDER THE ACT AND APPLICABLE STATE SECURITIES LAWS OR THAT
          IS EXEMPT FROM THE REGISTRATION REQUIREMENTS OF THE ACT PURSUANT TO
          RULE 144A OR (II) A PERSON INVOLVED IN THE ORGANIZATION OR OPERATION
          OF THE TRUST OR AN AFFILIATE OF SUCH A PERSON WITHIN THE MEANING OF
          RULE 3a-7 OF THE INVESTMENT COMPANY ACT OF 1940, AS AMENDED
          (INCLUDING, BUT NOT LIMITED TO ONYX ACCEPTANCE FINANCIAL CORPORATION
          AND ONYX ACCEPTANCE CORPORATION) IN A TRANSACTION THAT IS REGISTERED
          UNDER THE ACT AND APPLICABLE STATE SECURITIES LAWS OR THAT IS EXEMPT
          FROM THE REGISTRATION REQUIREMENTS OF THE ACT AND SUCH LAWS. NO PERSON
          IS OBLIGATED TO REGISTER THIS RESIDUAL INTEREST INSTRUMENT UNDER THE
          ACT OR ANY STATE SECURITIES LAWS.


                                      -12-
<PAGE>   17

          NO TRANSFER OF THIS RESIDUAL INTEREST INSTRUMENT OR ANY BENEFICIAL
          INTEREST THEREIN SHALL BE MADE TO ANY PERSON UNLESS THE OWNER TRUSTEE
          HAS RECEIVED A CERTIFICATE FROM THE TRANSFEREE TO THE EFFECT THAT SUCH
          TRANSFEREE (I) IS NOT A PERSON WHICH IS AN EMPLOYEE BENEFIT PLAN,
          TRUST OR ACCOUNT SUBJECT TO TITLE I OF THE EMPLOYEE RETIREMENT INCOME
          SECURITY ACT OF 1974, AS AMENDED ("ERISA") OR SECTION 4975 OF THE CODE
          OR A GOVERNMENTAL PLAN, DEFINED IN SECTION 3(32) OF ERISA SUBJECT TO
          ANY FEDERAL, STATE OR LOCAL LAW WHICH IS, TO A MATERIAL EXTENT,
          SIMILAR TO THE FOREGOING PROVISIONS OF ERISA OR THE CODE (ANY SUCH
          PERSON BEING A "PLAN") AND (II) IS NOT AN ENTITY, INCLUDING AN
          INSURANCE COMPANY SEPARATE ACCOUNT OR GENERAL ACCOUNT, WHOSE
          UNDERLYING ASSETS INCLUDE PLAN ASSETS BY REASON OF A PLAN'S INVESTMENT
          IN THE ENTITY."

          (iv) Such Person shall comply with the provisions of Section 3.11(b),
     as applicable, relating to the ERISA restrictions with respect to the
     acceptance or acquisition of such Residual Interest Instrument.

     (b) The Residual Interest Instruments may not be acquired by or for the
account of (i) an employee benefit plan (as defined in Section 3(3) of the
Employee Retirement Income Security Act of 1974, as amended ("ERISA")) that is
subject to the provisions of Title I of ERISA, (ii) a plan described in Section
4975(e)(1) of the Internal Revenue Code of 1986, as amended, or (iii) any
entity, including an insurance company separate account or general account,
whose underlying assets include plan assets by reason of a plan's investment in
the entity (each, a "BENEFIT PLAN"). By accepting and holding a Residual
Interest Instrument, the Owner shall be deemed to have represented and warranted
that it is not a Benefit Plan.

                                   ARTICLE IV

                            ACTIONS BY OWNER TRUSTEE

     Section 4.01 Prior Notice to Owners with Respect to Certain Matters.
Subject to the provisions and limitations of Section 4.04 and Section 4.06, with
respect to the following matters, neither the Owner Trustee nor the Trust Agent
shall take any action unless at least 30 days before the taking of such action,
the Owner Trustee or the Trust Agent, as applicable, shall have notified the
Owners in writing of the proposed action and the Owners shall not have notified
the Owner Trustee or the Trust Agent, as applicable, in writing prior to the
30th day after such notice is given that such Owners have withheld consent or
provided alternative direction:

          (a) the initiation of any claim or lawsuit by the Trust (except claims
     or lawsuits brought in connection with the collection of the Contracts) and
     the compromise of any action, claim or lawsuit brought by or against the
     Trust (except with respect to the aforementioned claims or lawsuits for
     collection of the Contracts);

          (b) the election by the Trust to file an amendment to the Certificate
     of Trust (unless such amendment is required to be filed under the Business
     Trust Statute);

          (c) the amendment of the Indenture by a supplemental indenture in
     circumstances where the consent of any Noteholder is required;


                                      -13-
<PAGE>   18

          (d) the amendment of the Indenture by a supplemental indenture in
     circumstances where the consent of any Noteholder is not required and such
     amendment materially adversely affects the interest of the Owners;

          (e) the amendment, change or modification of the Administration
     Agreement, except to cure any ambiguity or to amend or supplement any
     provision in a manner or add any provision that would not materially
     adversely affect the interests of the Owners; or

          (f) the appointment pursuant to the Indenture of a successor Note
     Registrar, paying agent for the Notes or Indenture Trustee or pursuant to
     this Agreement of a successor Certificate Registrar or the Paying Agent, or
     the consent to the assignment by the Note Registrar, paying agent for the
     Notes, Indenture Trustee, Certificate Registrar or Paying Agent of its
     obligations under the Indenture or this Agreement, as applicable.

     Section 4.02 Action by Owners with Respect to Certain Matters. Subject to
the provisions and limitations of Section 4.04 and Section 4.06, neither the
Owner Trustee nor the Trust Agent shall have the power, except upon the
direction of the Owners and with the prior written consent of the Insurer (so
long as no Insurer Default shall have occurred and be continuing), to (a) remove
the Administrator pursuant to Section 8 of the Administration Agreement, (b)
appoint a successor Administrator pursuant to Section 8 of the Administration
Agreement, (c) remove the Servicer pursuant to Section 7.01 of the Sale and
Servicing Agreement, (d) except as expressly provided in the Basic Documents,
sell the Contracts after the termination of the Indenture, (e) initiate any
claim, suit or proceeding by the Trust or compromise any claim, suit or
proceeding brought by or against the Trust, (f) authorize the merger or
consolidation of the Trust with or into any other business trust or entity
(other than in accordance with Section 3.10 of the Indenture) or (g) amend the
Certificate of Trust. The Owner Trustee and the Trust Agent may only take the
actions referred to in the preceding sentence upon written instructions signed
by the Owners and, to the extent required by the preceding sentence, with the
prior written consent of the Insurer.

     Section 4.03 Action by Owners with Respect to Bankruptcy. Neither the Owner
Trustee nor the Trust Agent shall have the power to commence a voluntary
proceeding in bankruptcy relating to the Trust without the prior written consent
of the Insurer and the unanimous prior approval of all Owners and the delivery
to the Owner Trustee or the Trust Agent, as applicable, by each such Owner of a
certificate certifying that such Owner reasonably believes that the Trust is
insolvent.

     Section 4.04 Restrictions on Owners' Power. The Owners shall not direct the
Owner Trustee or the Trust Agent to take or to refrain from taking any action if
such action or inaction would be contrary to any obligation of the Trust, or of
the Owner Trustee or the Trust Agent, as applicable, under this Agreement or any
of the other Basic Documents or would be contrary to the purpose of this Trust
as set forth in Section 2.03, nor shall the Owner Trustee or the Trust Agent be
obligated to follow any such direction, if given.

     Section 4.05 Majority Control. Except as expressly provided herein, any
action that may be taken by the Owners under this Agreement may be taken by
Owners evidencing more than 50% of the Percentage Interest in the Residual
Interest. Except as expressly provided herein, any written notice of the Owners
delivered pursuant to this Agreement shall be effective if signed by Owners
evidencing more than 50% of the Percentage Interest in the Residual Interest at
the time of the delivery of such notice.



                                      -14-
<PAGE>   19

     Section 4.06 Certain Litigation Matters.

     (a) The Trust Agent, the Indenture Trustee or the Owner Trustee shall
provide prompt written notice to the Insurer of any action, proceeding or
investigation of which a Responsible Officer of the Trust Agent, the Indenture
Trustee or the Owner Trustee, as applicable, has actual knowledge that could
adversely affect the Trust or the Trust Estate or the rights or obligations of
the Insurer under the Basic Documents or any other document delivered with
respect thereto.

     (b) The Trust Agent, the Indenture Trustee and Owner Trustee shall, upon
written notice from the Insurer, allow the Insurer to institute, assume or
control the defense of 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 Basic Documents or any other document delivered
with respect thereto.

     (c) None of the Trust Agent, the Indenture Trustee or the Owner Trustee
shall, without the Insurer's prior written consent or unless directed by the
Insurer, undertake or join any litigation or agree to any settlement of any
action, proceeding or investigation that could adversely affect the Trust or the
rights or obligations of the Insurer under any of the Basic Documents or any
other document delivered with respect thereto.

                                    ARTICLE V

                   APPLICATION OF TRUST FUNDS; CERTAIN DUTIES

     Section 5.01 Application of Trust Funds.

     (a) On each Distribution Date, the Trust Agent, on behalf of the Owner
Trustee, shall direct the Paying Agent to distribute to the Owners from amounts
on deposit in the Payment Account the distributions as provided in Section
4.04(b) of the Sale and Servicing Agreement with respect to such Distribution
Date.

     (b) On each Distribution Date, the Trust Agent, on behalf of the Owner
Trustee, shall cause the Paying Agent to send to each Owner the statement or
statements provided to the Owner Trustee or the Trust Agent by the Servicer
pursuant to Section 4.05 of the Sale and Servicing Agreement with respect to
such Distribution Date.

     (c) In the event that any withholding tax is imposed on the Trust's payment
(or allocations of income) to an Owner, such tax shall reduce the amount
otherwise distributable to the Owner in accordance with this Section. The Trust
Agent is hereby authorized and directed to retain from amounts otherwise
distributable to the Owners sufficient funds for the payment of any tax that is
legally owed by the Trust (but such authorization shall not prevent the Owner
Trustee or the Trust Agent from contesting any such tax in appropriate
proceedings, and withholding payment of such tax, if permitted by law, pending
the outcome of such proceedings). The amount of any withholding tax imposed with
respect to an Owner shall be treated as cash distributed to such Owner at the
time it is withheld by the Trust and remitted to the appropriate taxing
authority. If there is a possibility that withholding tax is payable with
respect to a distribution, the Trust Agent shall withhold such amounts in
accordance with this paragraph (c).


                                      -15-
<PAGE>   20

     Section 5.02 Method of Payment. Subject to Section 9.01(c) respecting the
final payment upon retirement of each Residual Interest Instrument,
distributions required to be made to each Owner of record on the related Record
Date shall be made by check mailed to such Owner at the address of such Owner
appearing in the Certificate Register (or if requested by the Owner, by wire
transfer of immediately available funds or pursuant to other arrangements), the
amount to be distributed to such Owner pursuant to such Owner's Residual
Interest Instruments.

     Section 5.03 No Segregation of Monies; No Interest. Subject to Section
5.01, monies received by the Trust Agent hereunder need not be segregated in any
manner except to the extent required by law or the Sale and Servicing Agreement
and may be deposited under such general conditions as may be prescribed by law,
and the Trust Agent shall not be liable for any interest thereon.

     Section 5.04 Accounting and Reports to the Noteholders, Owners, the
Internal Revenue Service and Others. The Trust Agent shall (a) maintain (or
cause to be maintained) the books of the Trust on a calendar year basis and the
accrual method of accounting, (b) deliver to each Owner, as may be required by
the Code and applicable Treasury Regulations, such information as may be
required (including Schedule K-1) to enable each Owner to prepare its federal
and state income tax returns, (c) file such tax returns relating to the Trust
(including a partnership information return, IRS Form 1065) and make such
elections as from time to time may be required or appropriate under any
applicable state or federal statute or any rule or regulation thereunder so as
to maintain the Trust's characterization as a partnership for federal income tax
purposes, (d) cause such tax returns to be signed in the manner required by law
and (e) collect or cause to be collected any withholding tax as described in and
in accordance with Section 5.01(c) with respect to income or distributions to
Owners. Unless otherwise required by applicable law, the Trust Agent shall elect
under Section 1278 of the Code to include in current income any market discount
that accrues with respect to the Contracts. The Trust Agent shall not make the
election provided under Section 754 of the Code.

     Section 5.05 Signature on Returns; Tax Matters Partner.

     (a) The Owner Trustee shall sign on behalf of the Trust the tax returns of
the Trust, unless applicable law requires an Owner to sign such documents, in
which case such documents shall be signed by the Depositor, as long as the
Depositor holds a Residual Interest Instrument, and otherwise the holder of the
largest Percentage Interest in the Residual Interest Instruments shall sign such
documents.

     (b) The Depositor shall be designated the "tax matters partner" of the
Trust pursuant to Section 6231(a)(7)(A) of the Code and applicable Treasury
Regulations, as long as the Depositor holds a Residual Interest Instrument, and
otherwise the owner of the largest Percentage Interest in the Residual Interest
Instruments shall be the "tax matters partner".


                                      -16-
<PAGE>   21

                                   ARTICLE VI

              AUTHORITY AND DUTIES OF OWNER TRUSTEE AND TRUST AGENT

     Section 6.01 General Authority. Subject to the provisions and limitations
of Sections 2.03 and 2.06, the Owner Trustee is authorized and directed to
execute and deliver on behalf of the Trust the Basic Documents to which the
Trust is to be a party and each certificate or other document attached as an
exhibit to or contemplated by the Basic Documents to which the Trust is to be a
party and any amendment or other agreement, as evidenced conclusively by the
Owner Trustee's execution thereof. In addition to the foregoing, the Owner
Trustee is authorized, but shall not be obligated, to take all actions required
of the Trust pursuant to the Basic Documents. The Owner Trustee is further
authorized from time to time to take such action as the Administrator recommends
with respect to the Basic Documents.

     Section 6.02 General Duties. Subject to the provisions and limitations of
Sections 2.03 and 2.06:

     (a) it shall be the duty of the Owner Trustee to discharge (or cause to be
discharged through the Administrator or such agents as shall be appointed with
the consent of the Insurer) all of its responsibilities pursuant to the terms of
this Agreement and the other Basic Documents to which the Trust is a party and
to administer the Trust in the interest of the Owners, subject to the Basic
Documents and in accordance with the provisions of this Agreement.
Notwithstanding the foregoing, the Owner Trustee shall be deemed to have
discharged its duties and responsibilities hereunder and under the other Basic
Documents to the extent the Administrator or the Trust Agent has agreed in the
Administration Agreement or this Agreement, respectively, to perform any act or
to discharge any duty of the Owner Trustee or the Trust hereunder or under any
Basic Document, and the Owner Trustee shall not be held liable for the default
or failure of the Administrator or the Trust Agent to carry out its obligations
under the Administration Agreement or this Agreement, respectively; and

     (b) it shall be the duty of the Trust Agent to discharge all of its
responsibilities pursuant to the terms of this Agreement and the other Basic
Documents to which the Trust and the Trust Agent are a party and to administer
the Trust in the interest of the Owners, subject to the Basic Documents and in
accordance with the provisions of this Agreement.

     Section 6.03 Action Upon Instruction.

     (a) Subject to Article Four, in accordance with the terms of the Basic
Documents, the Owners may by written instruction direct the Owner Trustee or the
Trust Agent in the management of the Trust. Such direction may be exercised at
any time by written instruction of the Owners pursuant to Article Four.

     (b) Neither the Owner Trustee nor the Trust Agent shall be required to take
any action hereunder or under any other Basic Document if the Owner Trustee or
the Trust Agent, as applicable, shall have reasonably determined, or shall have
been advised by counsel, that such action is likely to result in liability on
the part of the Owner Trustee or the Trust Agent, as applicable, or is contrary
to the terms hereof or of any other Basic Document or is otherwise contrary to
law.


                                      -17-
<PAGE>   22

     (c) Whenever the Owner Trustee or the Trust Agent is unable to decide
between alternative courses of action permitted or required by the terms of this
Agreement or under any other Basic Document, the Owner Trustee or the Trust
Agent, as applicable, shall promptly give notice (in such form as shall be
appropriate under the circumstances) to the Owners and the Insurer requesting
instruction as to the course of action to be adopted, and to the extent the
Owner Trustee or the Trust Agent, as applicable, acts in good faith in
accordance with any written instruction from the Owners received, the Owner
Trustee or the Trust Agent, as applicable, shall not be liable on account of
such action to any Person. If the Owner Trustee or the Trust Agent shall not
have received appropriate instruction within ten days of such notice (or within
such shorter period of time as reasonably may be specified in such notice or may
be necessary under the circumstances) it may, but shall be under no duty to,
take or refrain from taking such action not inconsistent with this Agreement and
the other Basic Documents, as it shall deem to be in the best interests of the
Owners, and shall have no liability to any Person for such action or inaction.

     (d) In the event that the Owner Trustee or the Trust Agent is unsure as to
the application of any provision of this Agreement or any other Basic Document
or any such provision is ambiguous as to its application, or is, or appears to
be, in conflict with any other applicable provision, or in the event that this
Agreement permits any determination by the Owner Trustee or the Trust Agent or
is silent or is incomplete as to the course of action that the Owner Trustee is
required to take with respect to a particular set of facts, the Owner Trustee or
the Trust Agent may give notice (in such form as shall be appropriate under the
circumstances) to the Owners requesting instruction and, to the extent that the
Owner Trustee or the Trust Agent, as applicable, acts or refrains from acting in
good faith in accordance with any such instruction received, the Owner Trustee
or the Trust Agent, as applicable, shall not be liable, on account of such
action or inaction, to any Person. If the Owner Trustee or the Trust Agent shall
not have received appropriate instruction within ten days of such notice (or
within such shorter period of time as reasonably may be specified in such notice
or may be necessary under the circumstances) it may, but shall be under no duty
to, take or refrain from taking such action not inconsistent with this Agreement
or the other Basic Documents, as it shall deem to be in the best interests of
the Owners, and shall have no liability to any Person for such action or
inaction.

     Section 6.04 No Duties Except as Specified in this Agreement or in
Instructions. Neither the Owner Trustee nor the Trust Agent shall have any duty
or obligation to manage, make any payment with respect to, register, record,
sell, dispose of or otherwise deal with the Trust Estate, or to otherwise take
or refrain from taking any action under, or in connection with, any document
contemplated hereby to which the Owner Trustee or the Trust Agent, as
applicable, is a party, except as expressly provided by the terms of this
Agreement or in any document or written instruction received by the Owner
Trustee or the Trust Agent, as applicable, pursuant to Section 6.03; and no
implied duties or obligations shall be read into this Agreement or any other
Basic Document against the Owner Trustee or the Trust Agent. Neither the Owner
Trustee nor the Trust Agent shall have any responsibility for filing any
financing or continuation statement in any public office at any time or to
otherwise perfect or maintain the perfection of any security interest or lien
granted to it hereunder or to prepare or file with the Commission any filing for
the Trust or to record this Agreement or any other Basic Document. Each of the
Owner Trustee and the Trust Agent nevertheless agrees that it will, at its own
cost and expense, promptly take all action as may be necessary to discharge any
liens on any part of the Trust Estate that result from actions by, or claims
against, the Owner Trustee or the Trust Agent, as applicable, that are not
related to the ownership or the administration of the Trust Estate or the Grant
of any portion thereof to the Indenture Trustee pursuant to the Indenture.


                                      -18-
<PAGE>   23

     Section 6.05 No Action Except Under Specified Documents or Instructions.
Neither the Owner Trustee nor the Trust Agent shall manage, control, use, sell,
dispose of or otherwise deal with any part of the Trust Estate except in
accordance with (i) the powers granted to and the authority conferred upon the
Owner Trustee or the Trust Agent, as applicable, pursuant to this Agreement,
(ii) the other Basic Documents and (iii) any document or instruction delivered
to the Owner Trustee or the Trust Agent, as applicable, pursuant to Section
6.03.

     Section 6.06 Restrictions. Neither the Owner Trustee nor the Trust Agent
shall take any action (i) that is inconsistent with the purposes of the Trust
set forth in Section 2.03 or (ii) that, to the actual knowledge of the Owner
Trustee or the Trust Agent, as applicable, would result in the Trust's becoming
taxable as a corporation for federal or state income tax purposes. The Owners
shall not direct the Owner Trustee or the Trust Agent to take action that would
violate the provisions of this Section.

                                   ARTICLE VII

                CONCERNING THE OWNER TRUSTEE AND THE TRUST AGENT

     Section 7.01 Acceptance of Trusts and Duties. The Owner Trustee accepts the
trusts hereby created and agrees to perform its duties hereunder with respect to
such trusts but only upon the terms of this Agreement and the other Basic
Documents. The Trust Agent agrees to perform its duties hereunder upon the terms
of this Agreement and the other Basic Documents. Neither the Owner Trustee nor
the Trust Agent shall be liable except for the performance of such duties and
obligations as are specifically set forth in this Agreement, no implied
covenants or obligations shall be read into this Agreement against the Owner
Trustee or the Trust Agent and, in the absence of bad faith on the part of the
Owner Trustee or the Trust Agent, as applicable, the Owner Trustee and the Trust
Agent may conclusively rely, as to the truth of the statements and the
correctness of the opinions expressed therein, upon any certificates or opinions
furnished to the Owner Trustee or the Trust Agent and conforming to the
requirements of this Agreement. Each of the Owner Trustee and the Trust Agent
agrees to disburse all monies actually received by it constituting part of the
Trust Estate upon the terms of this Agreement and the other Basic Documents.
Neither the Owner Trustee nor the Trust Agent shall be answerable or accountable
hereunder or under any other Basic Document under any circumstances, except (i)
for its own willful misconduct or negligence or (ii) in the case of the
inaccuracy of any representation or warranty contained in Section 7.03 expressly
made by the Owner Trustee or the Trust Agent, as the case may be. In particular,
but not by way of limitation (and subject to the exceptions set forth in the
preceding sentence):

          (a) neither the Owner Trustee nor the Trust Agent shall be liable for
     any error of judgment made by a Responsible Officer of the Owner Trustee or
     the Trust Agent, respectively;

          (b) neither the Owner Trustee nor the Trust Agent shall be liable with
     respect to any action taken or omitted to be taken by it in good faith in
     accordance with this Agreement, the Basic Documents or the written
     direction of the Administrator or any Owner;


                                      -19-
<PAGE>   24

          (c) no provision of this Agreement or any other Basic Document shall
     require the Owner Trustee or the Trust Agent to expend or risk funds or
     otherwise incur any financial liability in the performance of any of its
     rights or powers hereunder or under any other Basic Document if the Owner
     Trustee or the Trust Agent shall have reasonable grounds for believing that
     repayment of such funds or adequate indemnity against such risk or
     liability is not reasonably assured or provided to it;

          (d) under no circumstances shall the Owner Trustee or the Trust Agent
     be liable for indebtedness evidenced by or arising under any of the Basic
     Documents, including the principal of and interest on the Notes;

          (e) neither the Owner Trustee nor the Trust Agent shall be responsible
     for or in respect of the validity or sufficiency of this Agreement or for
     the due execution hereof by the Depositor or for the form, character,
     genuineness, sufficiency, value or validity of any of the Trust Estate, or
     for or in respect of the validity or sufficiency of the Basic Documents,
     other than the certificate of authentication on the Residual Interest
     Instruments, and neither the Owner Trustee nor the Trust Agent shall assume
     or incur any liability, duty or obligation to any Noteholder or to any
     Owner, other than as expressly provided for herein or expressly agreed to
     in the other Basic Documents;

          (f) neither the Owner Trustee nor the Trust Agent shall be liable for
     the default or misconduct of the Administrator, the Depositor, the Insurer,
     the Indenture Trustee or the Servicer under any of the Basic Documents or
     otherwise and neither the Owner Trustee nor the Trust Agent shall have any
     obligation or liability to perform the obligations of the Trust under this
     Agreement or the other Basic Documents that are required to be performed by
     the Administrator under the Administration Agreement, the Indenture Trustee
     under the Indenture or the Servicer or the Depositor under the Sale and
     Servicing Agreement;

          (g) neither the Owner Trustee nor the Trust Agent shall be under any
     obligation to exercise any of the rights or powers vested in it by this
     Agreement, or to institute, conduct or defend any litigation under this
     Agreement or otherwise or in relation to this Agreement or any other Basic
     Document, at the request, order or direction of the Owners, unless such
     Owners have offered to the Owner Trustee or the Trust Agent, as applicable,
     security or indemnity satisfactory to it against the costs, expenses and
     liabilities that may be incurred by the Owner Trustee or the Trust Agent,
     as applicable, therein or thereby; the right of the Owner Trustee and the
     Trust Agent to perform any discretionary act enumerated in this Agreement
     or in any other Basic Document shall not be construed as a duty, and
     neither the Owner Trustee nor the Trust Agent shall be answerable for other
     than its negligence or willful misconduct in the performance of any such
     act;

          (h) anything in this Agreement to the contrary notwithstanding, in no
     event shall the Owner Trustee or Trust Agent be liable for special,
     indirect or consequential loss or damage of any kind whatsoever (including
     but not limited to lost profit), even if the Owner Trustee or Trust Agent
     has been advised of the likelihood of such loss or damage and regardless of
     the form of action;

          (i) neither the Owner Trustee nor the Trust Agent shall be required to
     take notice or be deemed to have notice or knowledge of any default, any
     Event of Default or Servicer Default under any of the Basic Documents
     unless a Responsible Officer of the Owner Trustee or the Trust Agent,
     respectively, shall have received written notice thereof. In the absence of
     receipt of such notice, the Owner Trustee and Trust Agent may conclusively
     assume that there is no default, Event of Default or Servicer Default;


                                      -20-
<PAGE>   25

          (j) [RESERVED].

          (k) each of the Owner Trustee and the Trust Agent may rely and shall
     be protected in acting or refraining from acting upon any resolution,
     opinion of counsel, certificate of auditors or any other certificate,
     statement, instrument, opinion, report, notice, request, consent, order,
     appraisal, bond or other paper or document believed by it to be genuine and
     to have been signed or presented by the proper party or parties;

          (l) each of the Owner Trustee and the Trust Agent may consult with
     counsel and any advice or opinion of counsel shall be full and complete
     authorization and protection in respect of any action taken or suffered or
     omitted by it hereunder in good faith and in accordance with such advice or
     opinion of counsel;

          (m) neither the Owner Trustee nor the Trust Agent shall be bound to
     make any investigation into the facts or matters stated in any resolution,
     certificate, statement, instrument, opinion, report, notice, request,
     consent, order, approval, bond or other paper or document, unless requested
     in writing to do so by the Administrator or Owners; provided, however, that
     if the payment within a reasonable time to the Owner Trustee or Trust
     Agent, as applicable, of the costs, expenses or liabilities likely to be
     incurred by it in the making of such investigation is, in the opinion of
     the Owner Trustee or Trust Agent, as applicable, not reasonably assured to
     it by the security afforded to them by the terms of this Agreement, the
     Owner Trustee or Trust Agent, as applicable, may require reasonable
     indemnity against such cost, expense or liability as a condition to taking
     any such action;

          (n) neither the Owner Trustee nor the Trust Agent shall be required to
     give any bond or surety in respect of the execution of the Trust created
     hereby or the powers granted hereunder; and

          (o) each of the Owner Trustee and Trust Agent may execute any of their
     respective trusts or powers hereunder or perform any of their respective
     duties hereunder either directly or by or through agents, attorneys or
     custodians, and neither the Owner Trustee nor the Trust Agent shall be
     responsible for any misconduct or negligence on the part of any such agent,
     attorney or custodian appointed by the Owner Trustee or Trust Agent, as
     applicable, with due care.

     Section 7.02 Furnishing of Documents. The Owner Trustee shall furnish to
the Trust Agent duplicates or copies of all reports, notices, requests, demands,
certificates, financial statements and any other instruments furnished to the
Owner Trustee under the Basic Documents. The Trust Agent shall furnish to the
Owners promptly upon receipt of a written request therefor, duplicates or copies
of all reports, notices, requests, demands, certificates, financial statements
and any other instruments furnished to the Trust Agent under the Basic Documents
or furnished to the Trust Agent as provided in the preceding sentence.


                                      -21-
<PAGE>   26

     Section 7.03 Representations and Warranties.

     (a) The Owner Trustee hereby represents and warrants to the Depositor and
the Owners:

          (i) It is a banking corporation duly organized and validly existing in
     good standing under the laws of the State of Delaware. It has all requisite
     corporate power and authority to execute, deliver and perform its
     obligations under this Agreement.

          (ii) It has taken all corporate action necessary to authorize the
     execution and delivery by it of this Agreement, and this Agreement will be
     executed and delivered by one of its officers who is duly authorized to
     execute and deliver this Agreement on its behalf.

          (iii) Neither the execution nor the delivery by it of this Agreement,
     nor the consummation by it of the transactions contemplated hereby nor
     compliance by it with any of the terms or provisions hereof will contravene
     any federal or Delaware law, governmental rule or regulation governing the
     banking or trust powers of the Owner Trustee or any judgment or order
     binding on it, or constitute any default under its charter documents or
     bylaws or, to its actual knowledge, any indenture, mortgage, contract,
     agreement or instrument to which it is a party or by which any of its
     properties may be bound or result in the creation or imposition of any
     lien, charge or encumbrance on the Trust Estate resulting from actions by
     or claims against the Owner Trustee individually which are unrelated to
     this Agreement or the other Basic Documents.

     (b) The Trust Agent hereby represents and warrants to the Depositor and the
Owners:

          (i) It is a banking corporation duly organized and validly existing in
     good standing under the laws of the State of New York. It has all requisite
     corporate power and authority to execute, deliver and perform its
     obligations under this Agreement.

          (ii) It has taken all corporate action necessary to authorize the
     execution and delivery by it of this Agreement, and this Agreement will be
     executed and delivered by one of its officers who is duly authorized to
     execute and deliver this Agreement on its behalf.

          (iii) Neither the execution nor the delivery by it of this Agreement,
     nor the consummation by it of the transactions contemplated hereby nor
     compliance by it with any of the terms or provisions hereof will contravene
     any federal or New York law, governmental rule or regulation governing the
     banking or trust powers of the Trust Agent or any judgment or order binding
     on it, or constitute any default under its charter documents or bylaws or
     any indenture, mortgage, contract, agreement or instrument to which it is a
     party or by which any of its properties may be bound or result in the
     creation or imposition of any lien, charge or encumbrance on the Trust
     Estate resulting from actions by or claims against the Trust Agent
     individually which are unrelated to this Agreement or the other Basic
     Documents.

     Section 7.04 Reliance; Advice of Counsel.

     (a) Neither the Owner Trustee nor the Trust Agent shall incur liability to
anyone in acting upon any signature, instrument, notice, resolution, request,
consent, order, certificate, report, opinion, bond or other document or paper
believed by it to be genuine and believed by it to be signed by the proper party
or parties. The Owner Trustee and the Trust Agent may accept a certified copy of
a resolution of the board of directors or other governing body of any corporate
party as conclusive evidence that such resolution has been duly adopted by such
body and that the same is in full force and effect. As to any fact or matter the
method of determination of which is not specifically


                                      -22-
<PAGE>   27

prescribed herein, the Owner Trustee and the Trust Agent may for all purposes
hereof rely on a certificate, signed by the president or any vice president or
by the treasurer or other authorized officers of the relevant party, as to such
fact or matter and such certificate shall constitute full protection to the
Owner Trustee or the Trust Agent, as applicable, for any action taken or omitted
to be taken by it in good faith in reliance thereon.

     (b) In the exercise or administration of the trusts hereunder and in the
performance of its duties and obligations under this Agreement or the other
Basic Documents, the Owner Trustee and the Trust Agent each (i) may act directly
or through its agents or attorneys pursuant to agreements entered into with any
of them, and neither the Owner Trustee nor the Trust Agent shall be liable for
the conduct or misconduct of such agents or attorneys if such agents or
attorneys shall have been selected by the Owner Trustee or the Trust Agent with
reasonable care, and (ii) may consult with counsel, accountants and other
skilled persons to be selected with reasonable care and employed by it at the
sole expense of the Depositor. Neither the Owner Trustee nor the Trust Agent
shall be liable for anything done, suffered or omitted in good faith by it in
accordance with the written opinion or advice of any such counsel, accountants
or other such persons and not contrary to this Agreement or any other Basic
Document.

     Section 7.05 Not Acting in Individual Capacity. Except as otherwise
provided in this Article Seven, in accepting the trusts hereby created, Bankers
Trust (Delaware) acts solely as Owner Trustee hereunder and not in its
individual capacity, and The Chase Manhattan Bank acts solely as Trust Agent
hereunder and not in its individual capacity, and all Persons having any claim
against the Owner Trustee or the Trust Agent by reason of the transactions
contemplated by this Agreement or any other Basic Document shall look only to
the Trust Estate for payment or satisfaction thereof.

     Section 7.06 Owner Trustee and Trust Agent Not Liable for Residual Interest
Instruments, Notes or Contracts. The recitals contained herein and in the
Residual Interest Instruments (other than the respective signatures of the Owner
Trustee and the Trust Agent, and, in the case of the Trust Agent, the
certificate of authentication on the Residual Interest Instruments) shall be
taken as the statements of the Depositor, and neither the Owner Trustee nor the
Trust Agent assumes responsibility for the correctness thereof. Neither the
Owner Trustee nor the Trust Agent makes any representations as to the validity
or sufficiency of this Agreement, any other Basic Document or the Residual
Interest Instruments (other than the respective signatures of the Owner Trustee
and the Trust Agent, and, in the case of the Trust Agent, the certificate of
authentication on the Residual Interest Instruments) or the Notes, or of any
Contract or related documents. The Owner Trustee and the Trust Agent shall at no
time have any responsibility or liability for or with respect to the legality,
validity and enforceability of any Contract, or the perfection and priority of
any security interest created by any Contract in any Financed Vehicle or the
maintenance of any such perfection and priority, or for or with respect to the
sufficiency of the Trust Estate or its ability to generate the payments to be
distributed to Owners under this Agreement or the Noteholders under the
Indenture, including, without limitation, the existence, condition and ownership
of any Financed Vehicle; the existence and enforceability of any insurance
thereon; the existence and contents of any Contract on any computer or other
record thereof; the validity of the assignment of any Contract to the Trust or
of any intervening assignment; the completeness of any Contract; the performance
or enforcement of any Contract; the compliance by the Depositor, the Insurer or
the Servicer with any warranty or representation made under any Basic Document
or in any related document or the accuracy of any such warranty or
representation; or any action of the Administrator, the Indenture Trustee or the
Servicer or any subservicer taken in the name of the Owner Trustee or the Trust
Agent.


                                      -23-
<PAGE>   28

     Section 7.07 Owner Trustee and Trust Agent May Own Residual Interest
Instruments and Notes. The Owner Trustee and the Trust Agent, each in its
individual or any other capacity, may become the owner or pledgee of Residual
Interest Instruments or Notes and may deal with the Depositor, the Insurer, the
Administrator, the Indenture Trustee and the Servicer in banking transactions
with the same rights as it would have if it were not Owner Trustee or Trust
Agent, as the case may be.

                                  ARTICLE VIII

                    COMPENSATION AND INDEMNIFICATION OF OWNER
                             TRUSTEE AND TRUST AGENT

     Section 8.01 Owner Trustee's and Trust Agent's Fees and Expenses. The Owner
Trustee and the Trust Agent shall receive as compensation for their respective
services hereunder such fees as have been separately agreed upon before the date
hereof between the Depositor and the Owner Trustee and the Trust Agent,
respectively, and the Owner Trustee and the Trust Agent shall be entitled to be
reimbursed by the Servicer for other reasonable expenses hereunder, including
the reasonable compensation, expenses and disbursements of such agents,
representatives, experts and counsel as the Owner Trustee or the Trust Agent may
employ in connection with the exercise and performance of its rights and its
duties hereunder.

     Section 8.02 Indemnification. The Owner Trustee and the Trust Agent shall
be entitled to indemnification as provided in the Administration Agreement and
the Sale and Servicing Agreement.

     Section 8.03 Payments to the Owner Trustee or Trust Agent. Any amounts paid
to the Owner Trustee or the Trust Agent pursuant to this Article shall be deemed
not to be a part of the Trust Estate immediately after such payment.

                                   ARTICLE IX

                         TERMINATION OF TRUST AGREEMENT

     Section 9.01 Termination of Trust Agreement.

     (a) This Agreement (other than Article Eight) and the Trust shall terminate
and be of no further force or effect upon the earlier of (i) final distribution
of all monies or other property or proceeds of the Trust Estate in accordance
with the terms of the Indenture, the Sale and Servicing Agreement and Article
Five and (ii) the expiration of 21 years from the death of the survivor of the
descendants of Joseph P. Kennedy, the late Ambassador of the United States to
the Court of St. James's, living on the date hereof. The bankruptcy,
liquidation, dissolution, death or incapacity of any Owner shall not (i) operate
to terminate this Agreement or the Trust, (ii) entitle such Owner's legal
representatives or heirs to claim an accounting or to take any action or
proceeding in any court for a partition or winding up of all or any part of the
Trust or Trust Estate or (iii) otherwise affect the rights, obligations and
liabilities of the parties hereto.


                                      -24-
<PAGE>   29

     (b) Except as provided in Section 9.01(a), neither the Depositor, the
Insurer nor any Owner shall be entitled to revoke or terminate the Trust.

     (c) Notice of any termination of the Trust, specifying the Distribution
Date upon which Owners shall surrender their Residual Interest Instruments to
the Paying Agent for payment of the final distribution and cancellation, shall
be given by the Trust Agent by letter to Owners mailed within five Business Days
of receipt of notice of such termination from the Servicer given pursuant to
Section 8.01(b) of the Sale and Servicing Agreement, stating (i) the
Distribution Date upon or with respect to which final distribution in respect of
the Residual Interest Instruments shall be made upon presentation and surrender
of the Residual Interest Instruments at the office of the Paying Agent in the
City of New York therein designated, (ii) the amount of any such final payment
and (iii) that the Record Date otherwise applicable to such Distribution Date is
not applicable, payments being made only upon presentation and surrender of the
Residual Interest Instruments at the office of the Paying Agent therein
specified. The Trust Agent shall give such notice to the Certificate Registrar
(if other than the Trust Agent) and the Paying Agent (if other than the Trust
Agent) at the time such notice is given to Owners. Upon presentation and
surrender of the Residual Interest Instruments, the Paying Agent shall cause to
be distributed to Owners on a pro rata basis any amounts remaining in the Trust
upon the termination of this Agreement. In addition, the Trust Agent shall
notify the Rating Agencies upon the final distribution in respect of the
Residual Interest Instruments.

     (d) In the event that all of the Owners shall not surrender their Residual
Interest Instruments for cancellation within six months after the date specified
in the above-mentioned written notice, the Trust Agent shall give a second
written notice to the remaining Owners to surrender their Residual Interest
Instruments for cancellation and receive the final distribution with respect
thereto. If within one year after the second notice all the Owners shall not
have been surrendered for cancellation, the Trust Agent may take appropriate
steps, or may appoint an agent to take appropriate steps, to contact the
remaining Owners concerning surrender of their Residual Interest Instruments,
and the cost thereof shall be paid out of the funds and other assets that shall
remain subject to this Agreement.

     (e) Upon the winding up of the Trust and its termination, the Owner Trustee
shall cause the Certificate of Trust to be canceled by filing a certificate of
cancellation with the Secretary of State in accordance with the provisions of
Section 3810 of the Business Trust Statute.

                                    ARTICLE X

                   SUCCESSOR OWNER TRUSTEES, ADDITIONAL OWNER
                             TRUSTEE AND TRUST AGENT

     Section 10.01 Eligibility Requirements for Owner Trustee. The Owner Trustee
shall at all times be a corporation satisfying the provisions of Section 3807(a)
of the Business Trust Statute; authorized to exercise corporate trust powers;
having a combined capital and surplus of at least $50,000,000 and subject to
supervision or examination by federal or state authorities; and having (or
having a parent that has) a rating of at least Baa3 by Moody's and A-1 by
Standard & Poor's. If such corporation shall publish reports of condition at
least annually pursuant to law or to the requirements of the aforesaid
supervising or examining authority, then for the purpose of this Section, the
combined capital and surplus of such corporation shall be deemed to be its
combined capital and surplus as set forth in its most recent report of condition
so published. In case at any time the Owner Trustee shall cease to be eligible
in accordance with the provisions of this Section, the Owner Trustee shall
resign immediately in the manner and with the effect specified in Section 10.02.


                                      -25-
<PAGE>   30

     Section 10.02 Resignation or Removal of Owner Trustee. The Owner Trustee
may at any time resign and be discharged from the trusts hereby created by
giving written notice thereof to the Administrator and the Insurer. Upon
receiving such notice of resignation, the Administrator shall promptly appoint a
successor Owner Trustee by written instrument, in duplicate, one copy of which
instrument shall be delivered to the resigning Owner Trustee and one copy to the
successor Owner Trustee; provided that the Depositor and the Insurer shall have
received written confirmation from each Rating Agency that the proposed
appointment will not result in an increased capital charge to the Insurer by
either Rating Agency. If no successor Owner Trustee shall have been so appointed
and have accepted appointment within 30 days after the giving of such notice of
resignation, the resigning Owner Trustee or the Insurer may petition any court
of competent jurisdiction for the appointment of a successor Owner Trustee.

     If at any time the Owner Trustee shall cease to be eligible in accordance
with the provisions of Section 10.01 and shall fail to resign after written
request therefor by the Administrator or the Insurer, or if at any time the
Owner Trustee shall be legally unable to act, or shall be adjudged bankrupt or
insolvent, or a receiver of the Owner Trustee or of its property shall be
appointed, or any public officer shall take charge or control of the Owner
Trustee or of its property or affairs for the purpose of rehabilitation,
conservation or liquidation, or if at any time the Owner Trustee shall have
breached any representation or warranty contained in Section 7.03(a)(iii)
(without regard to any knowledge qualification), then the Administrator or the
Insurer may remove the Owner Trustee. If the Owner Trustee shall be removed
under the authority of the immediately preceding sentence, the Administrator
shall promptly appoint a successor Owner Trustee acceptable to the Insurer by
written instrument, in duplicate, one copy of which instrument shall be
delivered to the outgoing Owner Trustee so removed and one copy to the successor
Owner Trustee, and shall pay all fees owed to the outgoing Owner Trustee.

     Any resignation or removal of the Owner Trustee and appointment of a
successor Owner Trustee pursuant to any of the provisions of this Section shall
not become effective until acceptance of appointment by the successor Owner
Trustee pursuant to Section 10.03 and payment of all fees and expenses owed to
the outgoing Owner Trustee. The Administrator shall provide notice of such
resignation or removal of the Owner Trustee to each Rating Agency.

     Section 10.03 Successor Owner Trustee. Any successor Owner Trustee
appointed pursuant to Section 10.02 shall execute, acknowledge and deliver to
the Administrator, the Insurer and to its predecessor Owner Trustee an
instrument accepting such appointment under this Agreement, and thereupon the
resignation or removal of the predecessor Owner Trustee shall become effective,
and such successor Owner Trustee, without any further act, deed or conveyance,
shall become fully vested with all the rights, powers, duties and obligations of
its predecessor under this Agreement, with like effect as if originally named as
Owner Trustee. The predecessor Owner Trustee shall upon payment of its fees and
expenses deliver to the successor Owner Trustee all documents and statements and
monies held by it under this Agreement; and the Administrator and the
predecessor Owner Trustee shall execute and deliver such instruments and do such
other things as may reasonably be required for fully and certainly vesting and
confirming in the successor Owner Trustee all such rights, powers, duties and
obligations.


                                      -26-
<PAGE>   31

     No successor Owner Trustee shall accept appointment as provided in this
Section unless at the time of such acceptance such successor Owner Trustee shall
be eligible pursuant to Section 10.01.

     Upon acceptance of appointment by a successor Owner Trustee pursuant to
this Section, the Administrator shall mail notice thereof to all Owners, the
Insurer, the Depositor, the Servicer, the Indenture Trustee, the Noteholders and
each Rating Agency. If the Administrator shall fail to mail such notice within
ten days after acceptance of such appointment by the successor Owner Trustee,
the successor Owner Trustee shall cause such notice to be mailed at the expense
of the Administrator.

     Section 10.04 Merger or Consolidation of Owner Trustee. Any corporation
into which the Owner Trustee may be merged or converted or with which it may be
consolidated, or any corporation resulting from any merger, conversion or
consolidation to which the Owner Trustee shall be a party, or any corporation
succeeding to all or substantially all of the corporate trust business of the
Owner Trustee, shall be the successor of the Owner Trustee hereunder, without
the execution or filing of any instrument or any further act on the part of any
of the parties hereto, anything herein to the contrary notwithstanding;
provided, that such corporation shall be eligible pursuant to Section 10.01 and,
provided, further, that the Owner Trustee shall mail notice of such merger or
consolidation to each Rating Agency.

     Section 10.05 Appointment of Co-Trustee or Separate Trustee.
Notwithstanding any other provisions of this Agreement, at any time, for the
purpose of meeting any legal requirements of any jurisdiction in which any part
of the Trust Estate or any Financed Vehicle may at the time be located, the
Administrator and the Owner Trustee acting jointly shall have the power and
shall execute and deliver all instruments to appoint one or more Persons
approved by the Administrator, the Insurer and Owner Trustee to act as
co-trustee, jointly with the Owner Trustee, or as separate trustee or separate
trustees, of all or any part of the Trust Estate, and to vest in such Person, in
such capacity, such title to the Trust or any part thereof and, subject to the
other provisions of this Section, such powers, duties, obligations, rights and
trusts as the Administrator and the Owner Trustee may consider necessary or
desirable. If the Administrator shall not have joined in such appointment within
15 days after the receipt by it of a request to do so, the Owner Trustee and the
Insurer shall have the power to make such appointment. No co-trustee or separate
trustee under this Agreement shall be required to meet the terms of eligibility
as a successor Owner Trustee, provided that such co-trustee or successor trustee
must be acceptable to the Rating Agencies and no notice of the appointment of
any co-trustee or separate trustee shall be required pursuant to Section 10.03.

     Section 10.06 Appointment of Trust Agent. Each separate trustee and
co-trustee shall, to the extent permitted by law, be appointed and act subject
to the following provisions and conditions:

          (a) all rights, powers, duties and obligations conferred or imposed
     upon the Owner Trustee shall be conferred upon and exercised or performed
     by the Owner Trustee and such separate trustee or co-trustee jointly (it
     being understood that such separate trustee or co-trustee is not authorized
     to act separately without the Owner Trustee joining in such act), except to
     the extent that under any law of any jurisdiction in which any particular
     act or acts are to be performed, the Owner




                                      -27-
<PAGE>   32

     Trustee shall be incompetent or unqualified to perform such act or acts, in
     which event such rights, powers, duties and obligations (including the
     holding of title to the Trust Estate or any portion thereof in any such
     jurisdiction) shall be exercised and performed singly by such separate
     trustee or co-trustee, but solely at the direction of the Owner Trustee;

          (b) no trustee under this Agreement shall be personally liable by
     reason of any act or omission of any other trustee under this Agreement;
     and

          (c) the Administrator, the Insurer and the Owner Trustee acting
     jointly may at any time accept the resignation of or remove any separate
     trustee or co-trustee.

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

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

     The Owner Trustee on behalf of the Trust hereby appoints The Chase
Manhattan Bank as Trust Agent for the purpose of making the distributions from
the Payment Account to the persons entitled thereto pursuant to Section 4.03 of
the Sale and Servicing Agreement and for purposes of performing the other duties
specified to be performed by the Trust Agent under this Agreement and the other
Basic Documents. The Owner Trustee and the Trust Agent each agree that upon the
occurrence and continuation of an Insurer Default, the Trust Agent shall resign
and the Owner Trustee shall assume all rights, duties and obligations of the
Trust Agent under the Sale and Servicing Agreement and this Agreement, including
without limitation, the obligations of the Trust Agent pursuant to Sections
3.02, 3.03, 3.04, 3.05, 3.07, 3.08, 3.09, 3.10 and 5.01 hereof. The Trust Agent,
in its capacity as Trust Agent, shall not have any rights, duties or obligations
except as expressly provided in this Agreement and the Sale and Servicing
Agreement.


                                      -28-
<PAGE>   33

                                   ARTICLE XI

                                  MISCELLANEOUS

     Section 11.01 Supplements and Amendments.

     (a) This Agreement may be amended by the Depositor, the Owner Trustee and
the Trust Agent, with the prior written consent of the Insurer, but without the
consent of any of the Noteholders or the Owners, to cure any ambiguity, to
correct or supplement any provisions herein which may be inconsistent with any
of the provisions herein or make any other provisions with respect to matters or
questions arising hereunder that shall not be inconsistent with the provisions
of this Agreement; provided, however, that (i) any such action shall not
materially and adversely affect the interests of any Noteholder or Owner; (ii)
any such action shall be deemed not to materially and adversely affect the
interest of any Noteholder if the Person requesting the amendment obtains (A) a
letter from each Rating Agency to the effect that the amendment would not result
in a downgrading or withdrawal of the ratings then assigned to the Notes by such
Rating Agency or (B) an opinion of counsel to such effect; and (iii) any such
action shall be deemed not to materially and adversely affect the interest of
any Owner if the Person requesting such amendment obtains an opinion of counsel
to such effect, or Owners representing 100% of the Percentage Interests consent
to such amendment.

     (b) Subject to Section 11.14, this Agreement may also be amended from time
to time with the prior written consent of the Insurer by the Depositor, the
Owner Trustee and the Trust Agent, with the consent of Noteholders representing
not less than 51% of the Outstanding Amount acting together as a single class
(which consent of any Holder of a Note given pursuant to this Section or
pursuant to any other provision of this Agreement shall be conclusive and
binding on such Holder and on all future Holders of such Note issued upon the
transfer thereof or in exchange thereof or in lieu thereof whether or not
notation of such consent is made thereon) and, if such amendment materially and
adversely affects the interests of the Owners, with the consent of Owners
evidencing not less than 51% of the Percentage Interests, 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 or the Owners; provided, however, that no such amendment may (i)
increase or reduce in any manner the amount of, or accelerate or delay the
timing of, collections of payments on Contracts or distributions that shall be
required to be made for the benefit of the Noteholders or Owners or (ii) reduce
the aforesaid percentage of the Outstanding Amount of the Notes or Percentage
Interest of the Owners required to consent to any such amendment, without the
consent of the Owners of all outstanding Notes and Residual Interest
Instruments.

     (c) Prior to the execution of any such amendment or consent, the Owner
Trustee shall furnish written notification of the substance of such amendment or
consent, together with a copy thereof, to the Indenture Trustee, the Insurer,
the Administrator and each Rating Agency.

     (d) Promptly after the execution of any such amendment or consent, the
Trust Agent shall furnish written notification of the substance of such
amendment or consent to each Owner. It shall not be necessary for the consent of
Owners, Noteholders or the Indenture Trustee pursuant to this Section 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 any other consents of Owners provided for in this
Agreement or in any other Basic Document) and of evidencing the authorization of
the execution thereof by Owners shall be subject to such reasonable requirements
as the Owner Trustee may prescribe.


                                      -29-
<PAGE>   34

     (e) Promptly after the execution of any amendment to the Certificate of
Trust, the Owner Trustee shall cause the filing of such amendment with the
Secretary of State.

     (f) In connection with the execution of any amendment to this Agreement or
any other Basic Document to which the Trust is a party and for which amendment
the Owner Trustee's consent is sought, each of the Owner Trustee and the Trust
Agent shall be entitled to receive and conclusively rely upon an Opinion of
Counsel to the effect that such amendment is authorized or permitted by the
Basic Documents and that all conditions precedent in the Basic Documents for the
execution and delivery thereof by the Trust, the Owner Trustee or the Trust
Agent, as the case may be, have been satisfied. The Owner Trustee and the Trust
Agent may, but shall not be obligated to, enter into any such amendment that
affects the Owner Trustee's or the Trust Agent's own rights, duties or
immunities under this Agreement or otherwise.

     Section 11.02 [RESERVED].

     Section 11.03 Limitations on Rights of Others. Except for Section 2.07, the
provisions of this Agreement are solely for the benefit of the Owner Trustee,
the Trust Agent, the Depositor, the Insurer, the Owners, the Administrator and,
to the extent expressly provided herein, the Indenture Trustee and the
Noteholders, and nothing in this Agreement (other than Section 2.07), whether
express or implied, shall be construed to give to any other Person any legal or
equitable right, remedy or claim in the Trust Estate or under or in respect of
this Agreement or any covenants, conditions or provisions contained herein.

     Section 11.04 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 (a) the Owner Trustee, at the Owner Trustee Corporate
Trust Office; (b) the Depositor, at Onyx Acceptance Financial Corporation, 27051
Towne Centre Drive, Suite 200, Foothill Ranch, California 92610; (c) the
Insurer, at MBIA Insurance Corporation, 113 King Street, Armonk, New York 10504;
(d) the Trust Agent, at The Chase Manhattan Bank, Capital Markets Fiduciary
Services, 450 West 33rd Street, 14th Floor, New York, New York 10001-2697; (e)
the Servicer or the Administrator, at Onyx Acceptance Corporation, 27051 Towne
Centre Drive, Suite 100, Foothill Ranch, California 92610 or (f) as to each
party, at such other address as shall be designated by such party in a written
notice to each other party. Any notice required or permitted to be mailed to an
Owner shall be given by first-class mail, postage prepaid, at the address of
such Owner as shown in the Certificate Register. Any notice so mailed within the
time prescribed in this Agreement shall be conclusively presumed to have been
duly given, whether or not the Owner receives such notice.

     Section 11.05 Severability of Provisions. If any one or more of 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 Residual
Interest Instruments or the rights of the Owners thereof.


                                      -30-
<PAGE>   35

     Section 11.06 Counterparts. This Agreement may be executed in several
counterparts, each of which shall be an original and all of which shall
constitute but one and the same instrument.

     Section 11.07 Successors and Assigns. All covenants and agreements
contained herein shall be binding upon, and inure to the benefit of, each of the
Depositor, the Insurer, the Owner Trustee, the Trust Agent and their respective
successors and permitted assigns and each Owner and its successors and permitted
assigns, all as herein provided. Any request, notice, direction, consent, waiver
or other instrument or action by an Owner shall bind the successors and assigns
of such Owner.

     Section 11.08 No Petition.

     (a) The Depositor will not at any time institute against the Trust any
bankruptcy proceedings under any United States federal or state bankruptcy or
similar law in connection with any obligations relating to the Residual Interest
Instruments, the Notes, this Agreement or any of the other Basic Documents.

     (b) Each of the Owner Trustee and the Trust Agent, by entering into this
Agreement, each Owner, by accepting a Residual Interest Instrument, and the
Indenture Trustee and each Noteholder, by accepting the benefits of this
Agreement, hereby covenant and agree that they will not at any time institute
against the Seller, the Depositor or the Trust, or join in any institution
against the Seller, the Depositor or the Trust of, any bankruptcy proceedings
under any United States federal or state bankruptcy or similar law in connection
with any obligations relating to the Residual Interest Instruments, the Notes,
this Agreement or any of the other Basic Documents.

     Section 11.09 No Recourse. Each Owner by accepting a Residual Interest
Instrument acknowledges that such Owner's Residual Interest Instruments
represent a beneficial interest in the Trust only and does not represent an
interest in or obligation of the Depositor, the Servicer, the Seller, the
Administrator, the Owner Trustee, the Trust Agent, the Indenture Trustee or any
of their respective Affiliates and no recourse may be had against such parties
or their assets, except as may be expressly set forth or contemplated in this
Agreement, the Residual Interest Instruments or the other Basic Documents.

     Section 11.10 Residual Interest Instruments Nonassessable and Fully Paid.
Owners shall not be personally liable for obligations of the Trust. Except as
expressly provided herein, the interests represented by the Residual Interest
Instruments shall be nonassessable for any losses or expenses of the Trust or
for any reason whatsoever, and, upon authentication thereof pursuant to Section
3.03, the Residual Interest Instruments shall be deemed fully paid.

     Section 11.11 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 11.12 Governing Law. THIS AGREEMENT SHALL BE CONSTRUED IN
ACCORDANCE WITH THE LAWS OF THE STATE OF DELAWARE, WITHOUT REFERENCE TO ITS
CONFLICT OF LAW PROVISIONS, AND THE OBLIGATIONS, RIGHTS AND REMEDIES OF THE
PARTIES HEREUNDER SHALL BE DETERMINED IN ACCORDANCE WITH SUCH LAWS.



                                      -31-
<PAGE>   36

     Section 11.13 Depositor Payment Obligation. The Servicer shall be
responsible for payment of the Administrator's compensation pursuant to Section
3 of the Administration Agreement and shall reimburse the Administrator for all
expenses and liabilities of the Administrator incurred thereunder.

     Section 11.14 Certain Matters Regarding 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 or
Owners are entitled to exercise pursuant to this Agreement, without any consent
of such Noteholders or Owners; provided, however, that without the consent of
each Noteholder or Owner 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
Owners of any Notes or Residual Interest Instruments, or (iii) alter the rights
of any such Owner to consent to such amendment.

     Notwithstanding any provision in this Agreement (except Section 4.06) to
the contrary, in the event 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 Depositor, the
Owner Trustee 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 Depositor, the
Owner Trustee, the Trust Agent or the Owners of the Notes or the Residual
Interest Instruments; provided, that the consent of the Insurer shall be
required at all times with respect to any amendment of this Agreement; and
provided further, that notwithstanding the foregoing, each of the provisions in
Section 4.06(a) of this Agreement shall continue to be effective notwithstanding
that an Insurer Default may have occurred and be continuing.

     Section 11.15 Fiduciary Duties. The duties and responsibilities of the
Owner Trustee and the Trust Agent shall be limited to those expressly provided
for in this Agreement. The parties hereto agree that except for the purpose of
the foregoing sentence, neither the Owner Trustee nor the Trust Agent shall have
management responsibilities or owe any fiduciary duties to the Insurer.


                                      -32-
<PAGE>   37

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


                                          ONYX ACCEPTANCE FINANCIAL CORPORATION,
                                          as Depositor


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


                                          BANKERS TRUST (DELAWARE),
                                          as Owner Trustee


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


                                          THE CHASE MANHATTAN BANK,
                                          as Trust Agent


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



                                      -33-

<PAGE>   38

                                                                       EXHIBIT A

                                     FORM OF
                             CERTIFICATE OF TRUST OF
                       ONYX ACCEPTANCE OWNER TRUST 2001-B


     This Certificate of Trust of Onyx Acceptance Owner Trust 2001-B (the
"TRUST") is being duly executed and filed by the undersigned, as trustees, to
form a business trust under the Delaware Business Trust Act (12 Del. Code,
Section 3801 et seq. (the "ACT")).

     1. Name. The name of the business trust formed hereby is Onyx Acceptance
Owner Trust 2001-B.

     2. Delaware Trustee. The name and business address of the trustee of the
Trust in the State of Delaware is Bankers Trust Company (Delaware), E.A. Delle
Donne Corporate Center, 1011 Centre Road, Suite 200, Wilmington, Delaware
19805-1266, Attention: Corporate Trust Administration.

     3. Effective Date. This Certificate of Trust shall be effective May 18,
2001.

     IN WITNESS WHEREOF, the undersigned has duly executed this Certificate of
Trust in accordance with Section 3811(a)(1) of the Act.

                                               BANKERS TRUST COMPANY (DELAWARE),
                                               not in its individual capacity
                                               but solely as Owner Trustee


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


<PAGE>   39

                                                                       EXHIBIT B

                      FORM OF RESIDUAL INTEREST INSTRUMENT

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