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                                                                  EXHIBIT 10.119

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                           ONYX ACCEPTANCE CORPORATION
                      ONYX ACCEPTANCE FINANCIAL CORPORATION


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                                     SECOND

                              AMENDED AND RESTATED

                                DEFINITIONS LIST


                          dated as of November 30, 2001


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                           MBIA INSURANCE CORPORATION
                      CAPITAL MARKETS ASSURANCE CORPORATION
                        TRIPLE-A ONE FUNDING CORPORATION
                         CAPMAC FINANCIAL SERVICES, INC.


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              Unless otherwise defined therein, the capitalized terms used in
the documents listed below shall have the meanings set forth in the Definitions
List below.

              1.     Second Amended and Restated Sale and Servicing Agreement,
                     dated as of November 30, 2001 (the "Sale Agreement"),
                     between the Seller and Finco, as the same may be amended,
                     supplemented or otherwise modified from time to time.

              2.     Second Amended and Restated Triple-A One Credit Agreement,
                     dated as of November 30, 2001 (the "Triple-A One Credit
                     Agreement"), among Finco, Triple-A One, CapMAC Financial
                     Services, as Program Manager and CapMAC, as Collateral
                     Agent, as the same may be amended, supplemented or
                     otherwise modified from time to time.

              3.     Second Amended and Restated Triple-A One Security
                     Agreement, dated as of November 30, 2001 (the "Triple-A One
                     Security Agreement"), among Finco, the Servicer, Triple-A
                     One, and CapMAC, as Collateral Agent, as the same may be
                     amended, supplemented or otherwise modified from time to
                     time.

              4.     Amended and Restated Insurance and Indemnity Agreement,
                     dated as of September 4, 1998 (the "Insurance Agreement"),
                     among Triple-A One, CapMAC, as Surety Provider, the Seller
                     and Finco, as amended by Amendment Number One to the
                     Amended and Restated Onyx Warehouse Facility and Assignment
                     and Assumption dated as of December 22, 1998 among Onyx,
                     Finco, Triple-A One, CapMAC, CapFin, MBIA and the Bank
                     Agent, and as amended by the First Amendment to Amended and
                     Restated Insurance and Indemnity Agreement dated November
                     30, 2001 among Onyx, Finco, Triple-A One and MBIA, and as
                     the same may be further amended, supplemented or otherwise
                     modified from time to time.

              5.     Amended and Restated Liquidity Agreement, dated as of April
                     30, 1998 (the "Liquidity Agreement"), among Triple-A One,
                     the Bank Agent and the Banks, as the same may be amended,
                     supplemented or otherwise modified from time to time.

              6.     Note Pledge Agreement, dated as of September 8, 1994 (the
                     "Note Pledge Agreement"), among Triple-A One, the Bank
                     Agent, and CapMAC, as Bank Collateral Agent, as the same
                     may be amended, supplemented or otherwise modified from
                     time to time.

              7.     Second Amended and Restated Subordinated Security
                     Agreement, dated as of November 30, 2001 (the "Subordinated
                     Security Agreement") between Finco and the Seller.


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              8.     Sixth Amended and Restated Fee Letter Agreement, dated
                     September 1, 2000 (the "Fee Letter Agreement"), among the
                     Seller, Finco, Triple-A One, CapMAC Financial Services,
                     MBIA and CapMAC, as amended by the First Amendment to Sixth
                     Amended and Restated Fee Letter Agreement, dated November
                     30, 2001 among Onyx, Finco, Triple-A One, CapMAC, CapFin
                     and MBIA, and as the same may be further amended,
                     supplemented or otherwise modified from time to time.


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                                DEFINITIONS LIST

              Accrued Costs and Interest Sub-Account: As defined in Section 4 of
the Triple-A One Security Agreement.

              Accrued Facilities Cost Amount: For any day during a Determination
Period, an amount equal to the Facilities Costs that have accrued from the
beginning of such Determination Period up to and including such day minus the
amount on deposit in the Accrued Costs and Interest Sub-Account representing
Facilities Costs with respect to such Determination Period.

              Accrued Interest Amount: On any day of determination, the
aggregate amount of interest accrued and unpaid for such day on the Triple-A One
Loans.

              Adjusted Eligible Contracts Balance: On any day, the aggregate of
the Outstanding Balances of all Purchased Contracts minus the sum of (a) the
Outstanding Balance of all Delinquent Contracts on such day, plus (b) without
duplication of the amount described in clause (a) of this definition, the
Outstanding Balance of all Ineligible Contracts on such day, to the extent that
such Contracts have not been repurchased by the Seller pursuant to the terms and
conditions of the Sale Agreement, plus (c) the aggregate amount by which the
Outstanding Balances of all Purchased Contracts having Obligors with mailing
addresses in any one state exceed 50% of the Adjusted Eligible Contracts
Balance.

              Advance Rate: For any Purchase Period, 98%; provided, however,
that if, on any Determination Date the Net Yield on such Determination Date does
not equal or exceed the Target Net Yield, then the applicable Advance Rate for
the Purchase Period beginning on such Determination Date shall be reduced by an
amount equal to two times the amount by which the Target Net Yield exceeds such
Net Yield.

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

              Alternate Servicing Plan: The plan, in form and substance
satisfactory to the Program Manager, pursuant to which the Seller and the
Servicer provide for a successor servicer to perform all of the obligations of
the Seller as initial Servicer.

              Annual Percentage Rate: The annual rate of interest applicable to
each Contract, as disclosed therein.

              Annual Report: As defined in Section 8.3(c) of the Sale Agreement.

              Available Funds: On any day, the aggregate amount of funds
available to Finco on such day from proceeds of Triple-A One Loans plus, without
duplication, Deposited Funds.


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              Average Cost of Funds: An amount equal to the aggregate cost of
funds (including the interest or discount component of Commercial Paper and
including the Facilities Costs and certain amounts paid under the Fee Letter
Agreement as set forth therein) incurred by Triple-A One, with respect to the
funding of the Triple-A One Loans for any Determination Period, as determined by
the Program Manager.

              Bank: Each bank party to the Liquidity Agreement; collectively,
the "Banks".

              Bank Accounts: Collectively, the Lock-Boxes, the Clearing Account
and the Collection Account and all Permitted Investments in such accounts.

              Bank Agent: National Australia Bank Limited, New York Branch and
any successor agent for the Banks under the Liquidity Agreement.

              Bank Collateral Agent: CapMAC and its successors as Bank
Collateral Agent pursuant to the Note Pledge Agreement.

              Bankruptcy Code: Title 11 of the United States Code (11 U.S.C.
Section 101 et seq), as amended and in effect from time to time, or any
successor statute.

              Bankruptcy Event: With respect to a Person, (a) such Person or any
of its Subsidiaries (if any) shall commence any case, proceeding or other action
(i) under any existing or future law of any jurisdiction, domestic or foreign,
relating to bankruptcy, insolvency, reorganization or relief of debtors, seeking
to have an order for relief entered with respect to it, or seeking to adjudicate
it a bankrupt or insolvent, or seeking reorganization, arrangement, adjustment,
winding-up, liquidation, dissolution, composition or other relief with respect
to it or its debts, or (ii) seeking appointment of a receiver, trustee,
custodian or other similar official for it or for all or any substantial part of
its assets, or such Person or any of its Subsidiaries shall make a general
assignment for the benefit of its creditors; or (b) there shall be commenced
against such Person or any of its Subsidiaries any case, proceeding or other
action of a nature referred to in clause (a) above which (i) results in the
entry of an order for relief or any such adjudication or appointment or (ii)
remains undismissed, undischarged or unbonded for a period of 60 days; or (c)
there shall be commenced against such Person or any of its Subsidiaries any
case, proceeding or other action seeking issuance of a warrant of attachment,
execution, distraint or similar process against all or any substantial part of
its assets which results in the entry of an order for any such relief which
shall not have been vacated, discharged, or stayed or bonded pending appeal
within 60 days from the entry thereof; or (d) such Person or any of its
Subsidiaries shall take any action in furtherance of, or indicating its consent
to, approval of, or acquiescence in, any of the acts set forth in clause (a),
(b), or (c) above; or (e) such Person or any of its Subsidiaries shall generally
not, or shall be unable to, or shall admit in writing its inability to, pay its
debts as they become due.

              Base Rate: As defined in Section 1.1 of the Liquidity Agreement.

              Base Rate Loans: Loans the rate of interest applicable to which is
based upon the Base Rate.


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              Blanket Policy: An Insurance Policy maintained by the Seller and
Finco providing all risk, physical damage and theft insurance with respect to
each Vehicle, or such other insurance approved by the Program Manager.

              Borrowing Base: On any day, an amount equal to the product of (a)
the Advance Rate on such day and (b) the Adjusted Eligible Contracts Balance on
such day.

              Borrowing Base Deficiency: On any day, the excess, if any, of the
Outstanding Principal Amount of Triple-A One Loans on such day over the
Borrowing Base plus all amounts on deposit in the Disbursement Sub-Account which
shall not exceed the Disbursement Sub-Account Maximum on such day.

              Borrowing Date: Any Business Day specified in a notice pursuant to
Section 2.3 of the Liquidity Agreement as a date on which Triple-A One requests
the Bank to make a Loan under the Liquidity Agreement.

              BT: Bankers Trust Company, acting solely in its capacity as
trustee of the several Finco grantor trust auto loan securitizations pursuant to
Pooling and Servicing Agreements among Onyx, Finco and Bankers Trust Company.

              Business Day: A day of the year on which banks are not required or
authorized to close in New York City and on which the New York Stock Exchange is
open.

              Capital Stock: Any and all shares, interests, participations or
other equivalents (however designated) of capital stock of a corporation, any
and all equivalent ownership interests in a Person (other than a corporation)
and any and all warrants or options to purchase any of the foregoing.

              CapMAC: Capital Markets Assurance Corporation, a New York stock
insurance company.

              CapMAC Financial Services: CapMAC Financial Services, Inc., a
Delaware corporation.

              Clearing Account: Account No. 4159359173 in the name of Finco
maintained at Wells Fargo Bank.

              Closing Date: The date on which Finco makes its initial Purchase
pursuant to the Sale Agreement.

              Code: The United States Internal Revenue Code of 1986, amended.

              Collateral: As defined in Section 2 of the Triple-A One Security
Agreement.

              Collateral Agent: CapMAC and its successors as Collateral Agent
pursuant to the Triple-A One Security Agreement.


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              Collateral Agent Lien Release Certificate: The lien release
certificate to be delivered by the Collateral Agent to Finco in accordance with
Section 23(b) of the Triple-A One Security Agreement, in the form attached
thereto as Exhibit B.

              Collection Account: As defined in Section 2.7 of the Triple-A One
Credit Agreement.

              Collection Account Agreement: The Collection Account Agreement
dated September 6, 1994 between Finco and Wells Fargo Bank, as successor to
First Interstate Bank of California, and acknowledged by the Collateral Agent.

              Collections: All amounts (including, without limitation,
Recoveries) due and owing on, or otherwise received by the Seller, the Servicer
or Finco in respect of the Purchased Contracts and the Vehicles.

              Commercial Paper, CP Notes or Commercial Paper Note or CP Note:
Transaction Commercial Paper and any portion of the short-term promissory notes
of Triple-A One denominated in dollars and issued by Triple-A One that are
identified on the books and records of Triple-A One as issued in respect of the
Program.

              Commitment Period: The period from and including September 8, 1994
to but not including the Commitment Termination Date.

              Commitment Termination Date: The earliest of (a) the Scheduled
Termination Date, (b) the Wind-Down Date, and (c) the date on which the Program
Manager receives written notice from the Seller pursuant to Section 6.1 of the
Sale Agreement.

              Complete Servicing Transfer: The transfer of the servicing,
administration and collection functions from the Servicer to a Successor
Servicer after a Servicer Termination Notice has been given.

              Contract: Each retail installment sale contract for a Vehicle that
is purchased by the Seller from a Vehicle Dealer (or subject to the conditions
set forth in Section 4.2 (j) of the Sale Agreement, from ABNI, Inc. or C.U.
Acceptance Corporation) or a loan made by the Seller to an Obligor to finance
the purchase of a Vehicle, any amendment, supplement or modification thereto,
and all rights and obligations thereunder.

              Contract Information: Any written information with respect to the
Contracts, or any portion thereof, including, without limitation, information
contained in any Daily Report, Monthly Report or Annual Report provided by
either (a) the Servicer, if the Seller or any of its Affiliates is the Servicer,
to Finco or the Program Manager, or (b) the Seller, if the Seller or any of its
Affiliates is no longer the Servicer, to the Servicer, Finco or the Program
Manager.

              Contract List: Each schedule of Contracts delivered by the Seller
to Finco, Triple-A One, the Program Manager and the Collateral Agent with
respect to each Purchase Date identifying, in such detail as such parties may
require, each Contract being sold by the Seller to Finco and pledged by Finco to
the Collateral Agent organized by the name of the Obligor and


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the state in which the Obligor's billing address is located and setting forth
the weighted average Annual Percentage Rate of such Contracts and for each such
Contract: (i) a number identifying the Contract, (ii) the original amount
financed under such Contract, (iii) the Annual Percentage Rate under such
Contract within 0.125%, (iv) the maturity of the Contract term and (v) the
amount of the Obligor's monthly payment.

              Contractual Obligation: As to any Person, any provision of any
security issued by such Person or of any agreement, instrument or other
undertaking to which such Person is a party or by which it or any of its
property is bound.

              CP Rate: With respect to any funding made by Triple-A One, the
rate equivalent to the rate (or if more than one rate, the weighted average of
the rates) at which commercial paper having a term equal to the term of such
funding may be sold by any placement agent or commercial paper dealer selected
by Triple-A One, which rate shall incorporate applicable commercial paper dealer
and placement agent fees and commissions; provided that if the rate (or rates)
as agreed between any such agent or dealer and Triple-A One is a discount rate,
then the rate (or if more than one rate, the weighted average of the rates)
resulting from Triple-A One's converting such discount rate (or rates) to an
interest-bearing equivalent rate per annum.

              Credit and Collection Policy: The Servicer's credit and collection
policies as set forth in Schedule 8.1 to the Amended and Restated Sale and
Servicing Agreement dated as of September 4, 1998, between the Seller and Finco,
as amended, modified or supplemented pursuant to amendments, modifications or
supplements on file with the Surety Provider.

              Cut-Off Date: September 1, 1994.

              Daily Report: The report delivered by the Servicer on each
Purchase Date pursuant to Section 8.8 of the Sale Agreement, substantially in
the form of Exhibit H thereto.

              Dealer Assignment: Any agreement between the Seller and the
Vehicle Dealer pursuant to which a Contract or security interest in the related
Vehicle has been transferred, sold or assigned by such Vehicle Dealer to the
Seller.

              Dealer or Commercial Paper Dealer: Any dealer or placement agent
of the Commercial Paper Notes.

              Debt: Of a Person on any day, the sum on such day of (a)
indebtedness for borrowed money or for the deferred purchase price of property
or services, or evidenced by bonds, notes or other similar instruments, (b)
obligations as lessee under leases which shall have been or should be, in
accordance with GAAP, recorded as capital leases, and (c) obligations under
direct or indirect guaranties in respect of, and obligations (contingent or
otherwise) to purchase or otherwise acquire, or otherwise to assure a creditor
against loss in respect of, indebtedness or obligations of others of the kinds
referred to in clause (a) or (b) above.

              Default Rate: A fluctuating interest rate equal to 1% per annum
above the Base Rate in effect from time to time.


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              Defaulted Contract: Any Contract (a) that has been written off or
should have been written off pursuant to the terms of the Credit and Collection
Policy or (b) that is 120 or more days past due.

              Delinquent Contract: Any Contract that is 30 or more days past
due.

              Deposited Funds: At any time, all principal collections on deposit
in or otherwise to the credit of the Collection Account.

              Determination Date: With respect to any Determination Period, the
fifth Business Day following the last day of such Determination Period.

              Determination Period: The period from the first day of each
calendar month through the last day of that calendar month, inclusive.

              Disbursement Sub-Account: As defined in Section 2.3 of the
Triple-A One Credit Agreement.

              Disbursement Sub-Account Maximum: $3,500,000.

              Dollars and $: Lawful money of the United States of America.

              Effective Date: The date on which the conditions set forth in
subsection 4.1 of the Triple-A One Credit Agreement have been satisfied.

              Eligible Contract: On any day, a Contract (a) that arises from the
completed delivery of a Vehicle to an Obligor which Vehicle has been accepted by
the Obligor, (b) that has been originated in the United States by, and that
arises in the ordinary course of the Seller's or the Vehicle Dealer's business
(or, subject to the conditions set forth in Section 4.2 (j) of the Sale
Agreement, from ABNI, Inc.'s or C.U. Acceptance Corporation's business), (c) as
to which no representation or warranty of the Seller (applicable to such
Contracts) made in Section 4.2 (other than Section 4.2(a)) of the Sale Agreement
has been breached, (d) that is not a Delinquent Contract or Defaulted Contract,
(e) the Obligor of which is a natural person residing in any state of the United
States or the District of Columbia, (f) the Obligor of which is not the United
States Government or a state or municipal government subdivision or agency
thereof and is not an Affiliate of the Seller, (g) that is denominated and
payable in United States Dollars in the United States, (h) that has been fully
and properly executed by the parties thereto and is in full force and effect and
represents the legal, valid and binding obligation of the Obligor enforceability
against the Obligor in accordance with its terms, (except as enforceability may
be limited by applicable bankruptcy, insolvency, reorganization, moratorium or
similar laws affecting the enforcement of creditors' rights generally and by
general equitable principles whether considered in proceedings in equity or at
law), (i) that is not subject to any dispute, litigation, counterclaim or
defense, or any offset or right of offset at the time of purchase by Finco, (j)
that does not contravene any Requirements of Law applicable thereto, (k) with
respect to which all required consents, approvals and authorizations have been
obtained and (l) as to which a valid and enforceable, first priority, perfected
security interest in the Vehicle securing such Contract has been assigned to
Finco and which security interest is in full force and effect and subject to no
prior liens, claims or


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encumbrances, (m) that contains customary and enforceable provisions, including
the right, as subject to or limited by applicable law, of the Seller to
accelerate all scheduled payments on a default of the Obligor, such that the
rights and remedies of the holder thereof are adequate for realization against
the collateral therefor, (n) that provides for level monthly payments (provided
that the payment in the first and last month in the life of the Contract may be
minimally different from level payments) that fully amortizes the amount
financed by the Contract over an original term not less than 12 months and no
greater than 72 months, (o) which is freely assignable and transferable by the
Seller, without notice or consent of any Person, (p) for which there is not more
than one original executed Contract, (q) which, on the date of creation and time
of transfer under the Sale Agreement satisfies all applicable requirements of
the Credit and Collection Policy, (r) as to which Finco, after transfer of such
Contract pursuant to the Sale Agreement, has good and marketable title, free and
clear of any Lien, and (s) as to which the Vehicle is registered in a state of
the United States or the District of Columbia and has satisfied the
documentation requirements with respect to title set forth in clause (e) of the
definition of "File" herein.

              Eligible Hedge: Interest Rate Hedge Mechanism(s) which, taken as a
whole:

              (a) provide for a notional amount (A) prior to the Hedge Effective
              Date, at least equal to the aggregate Outstanding Balance of the
              Purchased Contracts then owned by Finco, (B) on the Hedge
              Effective Date, within 2% of the aggregate Outstanding Balance of
              all Purchased Contracts then owned by Finco and (C) following the
              Hedge Effective Date, on each payment date under the Eligible
              Hedge, within 2% of the aggregate Outstanding Balance of all
              Purchased Contracts then owned by Finco;

              (b) provide for the payment by Finco of a fixed rate of interest
              as specified on the confirmation statements relating to such
              Interest Rate Hedge Mechanism(s), such that the weighted average
              Annual Percentage Rate on the Purchased Contracts less the fixed
              rate of interest payable by Finco under such Interest Rate Hedge
              Mechanism(s) is greater than 7.5%;

              (c) provide for a term of at least 48 months and not greater than
              72 months and an average life between 1.6 and 2.10 years;

              (d) provide for a notional balance which amortizes (assuming a
              1.75 ABS prepayment speed) and pool factor which decreases in
              substantially the same proportions as the notional balance and
              pool factor set forth on the confirmation statement attached
              hereto as Exhibit A;

              (e) is pledged to the Collateral Agent as collateral under the
              Triple-A One Security Agreement and provides that all payments to
              be made thereunder following the Hedge Effective Date will be made
              to the Collection Account for the benefit of the Collateral Agent;

              (f) is entered into pursuant to the ISDA Master Agreement and
              Schedule attached hereto as Exhibit A , which provide that (i) all
              of Finco's rights (but not


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              obligations) under the Interest Rate Hedge Mechanism have been
              assigned to the Collateral Agent as collateral under the Triple-A
              One Security Agreement and (ii) the hedge provider shall promptly
              notify the Collateral Agent and the Program Manager of any
              amendment, waiver, termination or other modification of the ISDA
              Master Agreement, Schedule or any confirmation statement related
              thereto;

              (g) the confirmation statement(s) with respect to which do not
              amend or alter the terms of the ISDA Master Agreement and Schedule
              referred to in clause (f) (other than changes consented to in
              writing by the Program Manager and Collateral Agent);

              (h) the counterparty of which is a Person, the long-term debt
              obligations of which are rated in one of the two highest long-term
              debt rating categories of each of S&P and Moody's or is otherwise
              acceptable to the Program Manager and the Collateral Agent; and
              such counterparty has executed and delivered an appropriate
              Interest Rate Hedge Assignment Acknowledgment to the Collateral
              Agent;

              (i) provides for a Hedge Effective Date acceptable to the Program
              Manager; and

              (j) is otherwise satisfactory in form and substance to the Program
              Manager and Collateral Agent;

notwithstanding the foregoing, funds on deposit in a prefunding account
established in connection with an MBIA insured structured finance transaction
established by or on behalf of Onyx or an Affiliate of Onyx, to which the
Purchased Contracts will be sold (a "Securitization") will qualify as an
Eligible Hedge with respect to Purchased Contracts having an aggregate
Outstanding Balance less than or equal to the balance of funds on deposit in
such prefunding account so long as such Purchased Contracts satisfy the
eligibility criteria for sale to such Securitization, but only to the extent
such funds on deposit in such prefunding account are not serving as a hedge
arrangement for any other Onyx facility or program.

              ERISA: The Employee Retirement Income Security Act of 1974, as
amended.

              ERISA Affiliate: With respect to any Person (a) any corporation
which is a member of the same controlled group of corporations (within the
meaning of Section 414(b) of the Code) as such Person, (b) a partnership or
other trade or business (whether or not incorporated) under common control
(within the meaning of Section 414(c) of the Code) with such Person, (c) a
member of the same affiliated service group (within the meaning of section
414(m) of the Code) as such Person, any corporation described in clause (a)
above or any partnership or other trade or business described in clause (b)
above or (d) any other Person or entity which would be treated as a single
employer with such Person under Section 4001(b) of ERISA.

              ERISA Termination Event: A Reportable Event, the filing of a
notice of intent to terminate under Section 4041(c) of ERISA or any other event
or condition which is reasonably


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likely to constitute grounds under Section 4042 of ERISA for the termination of,
or for the appointment of a trustee to administer, any Plan.

              Eurocurrency Reserve Requirements: As defined in Section 1.1 of
the Liquidity Agreement.

              Eurodollar Base Rate: As defined in Section 1.1 of the Liquidity
Agreement.

              Eurodollar Loans: Loans the rate of interest applicable to which
is based upon the Eurodollar Rate.

              Eurodollar Rate: As defined in Section 1.1 of the Liquidity
Agreement.

              Eurodollar Tranche: As defined in Section 1.1 of the Liquidity
Agreement.

              Extension of Credit: An extension of credit in any of the
following forms: (a) the issuance of Commercial Paper Notes by Triple-A One
supported by the Liquidity Agreement, (b) a borrowing by Triple-A One pursuant
to Section 2.3 of the Liquidity Agreement, or (c) any unreimbursed drawing under
the Surety Bonds.

              Face Amount: When used with reference to Commercial Paper Notes
being sold at a discount, the face amount of any such Commercial Paper Note and
when used with respect to Commercial Paper Notes issued on an interest-bearing
basis, the principal amount of, plus the amount of all interest stated to accrue
thereon to the stated maturity date of, any such Commercial Paper Note.

              Facilities Costs: As defined in the Fee Letter Agreement.

              Fee Letter Agreement: The Fee Letter Agreement, as defined on the
second page of this Definitions List.

              File: With respect to each Contract to be purchased by Finco and
each Purchased Contract:

              (a) the original Dealer Assignment;

              (b) the fully executed original of the Contract and the fully
              executed original of each guaranty and other credit enhancement
              (if any) with respect thereto;

              (c) documents evidencing or related to any Insurance Policy with
              respect to a Vehicle;

              (d) the original credit application of the Obligor, fully executed
              by such Obligor, such application to be in a form substantially
              similar to that included in the Credit and Collection Policy;

              (e) either (i) the original Title Document for the related Vehicle
              or a duplicate copy thereof issued or certified by the Registrar
              of Titles which issued the original


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              thereof (or, with respect to certain of the Vehicles, evidence of
              the electronic Title Document), together with evidence of
              perfection of the security interest in the related Vehicle granted
              by such Purchased Contract, as determined by the Servicer or the
              Program Manager to be permitted or required to perfect such
              security interest under the laws of the applicable jurisdiction,
              or (ii) written evidence that the Title Document for such Vehicle
              showing Onyx, ABNI, Inc. or C.U. Acceptance Corporation as first
              lienholder has been applied for; provided, that the items set
              forth in clause (e)(i) of this definition may be stored separately
              from the other items set forth in this definition;

              (f) any and all other documents that the Seller keeps on file in
              accordance with its procedures relating to the Contract, Obligor
              or Vehicle; and

              (g) where the Vehicle being financed secures a Contract directly
              originated by the Seller, a Vehicle Condition Report for such
              Vehicle.

              File Custody Agreement: The File Custody Agreement dated October
1, 2001, among Finco, Onyx, Onyx Acceptance Receivables Corporation, Schick
DataBank and MBIA, as the same may be amended, supplemented or otherwise
modified from time to time.

              Finance Charges: Finance charges, late charges, and other fees,
charges and similar items with respect to Contracts.

              Finco: Onyx Acceptance Financial Corporation, a Delaware
corporation.

              Finco Expenses: All (a) operating expenses incurred by Finco at
any time prior to the Scheduled Maturity Date and in the ordinary course of its
business (including rent, salaries, professional fees and expenses incurred in
connection therewith), (b) fees, premiums and other expenses at any time owing
to the Collateral Agent, the Dealer, the Surety Provider, the Bank Agent, any
Bank or the Servicer pursuant to, or incurred in connection with, any Operative
Document (excluding the Facilities Costs and the Servicing Fee) and (c) all fees
and expenses incurred at any time in respect of any of the Bank Accounts, or the
Triple-A One Account.

              GAAP: Generally accepted accounting principles in effect from time
to time in the United States of America.

              Governmental Authority: Any nation or government, any state or
other political subdivision thereof and any entity exercising executive,
legislative, judicial, regulatory or administrative functions of or pertaining
to government.

              Gross Charge-Offs: For any Determination Period, the Outstanding
Balance of all Purchased Contracts that became Defaulted Contracts during such
period.

              Hedge Agreement: An interest rate swap agreement, including any
Interest Rate Hedge Mechanism, in form and substance satisfactory to Triple-A
One, the Program Manager and the Collateral Agent.


                                       12
<PAGE>

              Hedge Effective Date: The "Effective Date" specified in the
related confirmation with respect to any Interest Rate Hedge Mechanism.

              Indemnified Amounts: As defined in Section 7.1 of the Sale
Agreement.

              Indemnified Party: As defined in Section 7.1 of the Sale
Agreement.

              Ineligible Contracts: Any Contract sold by the Seller and
purchased by Finco as an Eligible Contract that, (a) subsequent to the Purchase
Date of such Contract, is determined not to have conformed to the definition of
Eligible Contracts on such Purchase Date or (b) on the 180th day after its
purchase by Finco, the File for which does not contain a Title Document for the
related Vehicle if, on the date of such purchase by Finco, such File contained
an application therefor in lieu of such Title Document.

              Insolvency: With respect to any Multiemployer Plan, the condition
that such plan is insolvent within the meaning of Section 4245 of ERISA.

              Insolvent: Pertaining to a condition of Insolvency.

              Insurance Agreement: The Insurance Agreement, as defined on the
first page of this Definitions List.

              Insurance Policies: All insurance policies, including, without
limitation, the Blanket Policy, covering physical damage, theft, mechanical
breakdown or similar event with respect to a Vehicle or loss of such Vehicle or
credit life or credit disability insurance with respect to payments due on a
Contract or otherwise benefiting the holder of the Contracts.

              Interest Period: As defined in Section 1.1 of the Liquidity
Agreement.

              Interest Rate Hedge Assignment Acknowledgment: An acknowledgment
in substantially the form of Exhibit H to the Triple-A One Credit Agreement
executed by a counterparty to an Interest Rate Hedge Mechanism in favor of the
Program Manager, Surety Provider and the Collateral Agent.

              Interest Rate Hedge Mechanisms: Such agreement or combination of
agreements, including without limitation, interest rate swaps, forward contracts
and hedge mechanisms, and any appropriate ancillary agreements, executed copies
of which shall be delivered to the Collateral Agent and the Program Manager and
shall be satisfactory to Moody's, S&P, the Collateral Agent and the Program
Manager, in accordance with Section 5.14 of the Triple-A One Credit Agreement;
provided, however, that such Interest Rate Hedge Mechanism shall be an Eligible
Hedge.

              IRS: The Internal Revenue Service.

              ISDA Definitions: The 1998 ISDA Definitions published by the
International Swap Dealers Association, Inc., as amended.


                                       13
<PAGE>

              Issuing and Paying Agent: Bankers Trust Company, acting in its
capacities as issuing and paying agent and depositary under the Issuing and
Paying Agreement, or any successor thereto to which the Program Manager
consents.

              Issuing and Paying Agent Account: The account or accounts
established and maintained by the Issuing and Paying Agent in the name of
Triple-A One into which the proceeds from the sale of commercial paper issued by
Triple-A One are deposited and from which payments with respect to Outstanding
Commercial Paper are made.

              Issuing and Paying Agreement: The Depositary and Issuing and
Paying Agreement dated as of February 25, 1994 among the Issuing and Paying
Agent, the Program Manager and Triple-A One, as the same may be amended,
supplemented or otherwise modified from time to time.

              LIBOR: On any day, a rate equal to USD-LIBOR-LIBO (as defined in
the ISDA Definitions).

              Lien: Any lien, mortgage, security interest, pledge,
hypothecation, charge, equity, encumbrance or right of any kind whatsoever
(except any lien, mortgage, security interest, pledge, hypothecation, charge,
equity, encumbrance or right of any kind granted under the Sale Agreement, the
Triple-A One Credit Agreement, Triple-A One Security Agreement, or the Liquidity
Agreement with respect to the Purchased Contracts); provided however, that the
term "Lien" shall not include any lien, mortgage, security interest, pledge,
hypothecation, charge, equity, encumbrance or right of any kind whatsoever
granted upon any Purchased Contract which has been released by the Collateral
Agent and the Seller pursuant to the terms and conditions of Section 23(b) of
the Triple-A One Security Agreement and Section 19(b) of the Subordinated
Security Agreement.

              Lien Release Request Certificate: The Lien Release Request
Certificate to be delivered by Finco to the Collateral Agent in accordance with
Section 23(b) of the Triple-A One Security Agreement, in the form attached
thereto as Exhibit A and to the Seller in accordance with Section 19(b) of the
Subordinated Security Agreement in the form attached thereto as Exhibit A.

              Liquidation Day: The Commitment Termination Date and each day
thereafter.

              Liquidity Agreement: The Liquidity Agreement, as defined on the
first page of this Definitions List.

              Liquidity Bond: The financial guaranty insurance policy numbered
28121(2) issued by MBIA on December 22, 1998 in favor of the Bank Agent for the
Banks party to the Liquidity Agreement, as endorsed, amended, supplemented or
otherwise modified from time to time.

              Liquidity Commitment: As defined in Section 1.1 of the Liquidity
Agreement.


                                       14
<PAGE>

              Liquidity Commitment Period: As defined in Section 1.1 of the
Liquidity Agreement.

              Liquidity Default: As defined in Section 1.1 of the Liquidity
Agreement.

              Liquidity Event of Default: As defined in Section 1.1 of the
Liquidity Agreement.

              Liquidity Note: As defined in Section 2.2 of the Liquidity
Agreement.

              Liquidity Pledged Collateral: As defined in the Note Pledge
Agreement.

              Liquidity Termination Date: As defined in Section 1.1 of the
Liquidity Agreement.

              Loan: As defined in Section 2.1 of the Liquidity Agreement.

              Lock-Box: Any lock-box or account to which Obligors remit
Collections.

              Lock-Box Agreement: As defined in Section 6.21 of the Triple-A One
Credit Agreement.

              Lock Box Bank: Any institution at which a Lock-Box is kept.

              Maturity Date: As defined in Section 2.4 of the Liquidity
Agreement.

              Maximum Commercial Paper Amount: At any time of determination
thereof, after giving effect to the application of proceeds of Commercial Paper
to be sold on such date, an amount equal to (a) the Maximum Program Amount at
such time minus (b) the aggregate principal amount of all Loans then outstanding
minus (c) the aggregate unreimbursed amount drawn on the Surety Bonds at such
time.

              Maximum Program Amount: At any time, the lesser of (a) the
Triple-A One Commitment then in effect and (b) the sum, at such time, of (i) the
amount of Deposited Funds plus (ii) the Borrowing Base.

              MBIA: MBIA Insurance Corporation, a New York stock insurance
company, and its permitted successors and assigns.

              Monthly Report: The report to be delivered by the Servicer
pursuant to Section 8.9 of the Sale Agreement, substantially in the form of
Exhibit I thereto.

              Moody's: Moody's Investors Service, Inc. or its successor in
interest. References to Moody's in any of the documents are only operative if
Moody's has rated, and is continuing to rate, the Commercial Paper.

              Multiemployer Plan: A Plan which constitutes a "multiemployer
plan" as defined in Section 4001(a)(3) of ERISA.


                                       15
<PAGE>

              Multiple Employer Plan: A Plan which (a) is maintained for
employees of the Seller or any of its ERISA Affiliates and at least one Person
other than the Seller and its ERISA Affiliates or (b) was so maintained and in
respect of which the Seller or any of its ERISA Affiliates could have liability
under Sections 4063, 4064 or 4069 of ERISA in the event such Plan has been or
were to be terminated.

              Net Advance Rate: On any day, the percentage equivalent of a
fraction, the numerator of which is the Borrowing Base on such day and the
denominator of which is the Outstanding Balance of all Purchased Contracts on
such day.

              Net Charge-Offs: For any Determination Period, the Gross
Charge-Offs for such period minus the Recoveries received by Finco for such
period.

              Net Yield: On any day, the percentage equivalent of (a) twelve
multiplied by (b) a fraction the numerator of which is equal to (i) the
aggregate of all Finance Charges collected on Purchased Contracts during the
three immediately preceding Determination Periods (including Finance Charges
collected and subsequently transferred in connection with a securitization
transaction) minus (ii) the sum of (A) the aggregate of all Net Charge-Offs for
such three Determination Periods and (B) the Average Cost of Funds for such
three Determination Periods, and the denominator of which is equal to the sum of
the average daily Outstanding Balances of all Purchased Contracts for each of
such three immediately preceding Determination Periods.

              Note Bond: The amended and restated financial guaranty insurance
policy numbered 28121(1)R issued by MBIA on November 30, 2001 in favor of
Triple-A One, as endorsed, amended, supplemented or otherwise modified from time
to time.

              Note Pledge Agreement: The Note Pledge Agreement, as defined on
the first page of this Definitions List.

              Notice of Borrowing: As defined in Section 2.3 of the Triple-A One
Credit Agreement.

              Notice of Wind-Down: A notice to Finco, the Servicer, and the
Seller from the Program Manager to the effect that one or more Wind-Down Events
has occurred and is continuing and that such notice shall be deemed to be a
"Notice of Wind-Down."

              Obligations: All the unpaid principal amount of, and interest on
(including interest accruing on or after any Bankruptcy Event, whether or not a
claim for post-filing or post-petition interest is allowed in a proceeding
relating thereto, and interest on overdue interest) the Triple-A One Note and
all other obligations and liabilities of Finco to Triple-A One, the Collateral
Agent, the Surety Provider or the Program Manager whether direct or indirect,
absolute or contingent, due or to become due, or now existing or hereafter
incurred, which may arise under, out of, or in connection with, the Triple-A One
Credit Agreement, the Insurance Agreement, the Triple-A One Note or the Triple-A
One Security Agreement and any other Operative Document or document executed and
delivered in connection therewith whether on account of principal, interest,
reimbursement obligations, fees, indemnities, costs, expenses


                                       16
<PAGE>

(including, without limitation, all fees and disbursements of counsel to
Triple-A One, the Collateral Agent, the Program Manager or the Surety Provider)
or otherwise.

              Obligor: Each Person who is indebted on a Contract.

              Onyx: Onyx Acceptance Corporation, a Delaware corporation.

              Onyx/CSFB Warehouse Facility: Onyx's warehouse facility with
Greenwich Funding Corporation, a commercial paper conduit administered by Credit
Suisse First Boston, which facility is insured by MBIA, as entered into by a
special purpose subsidiary of Onyx.

              Operative Documents: The collective reference to the Triple-A One
Credit Agreement, the Sale Agreement, the Collection Account Agreement, the
Liquidity Agreement, the Note Pledge Agreement, the Fee Letter Agreement, the
Triple-A One Security Agreement, the Triple-A One Note, the Subordinated Note,
the Surety Bonds, the Sublease and Administrative Services Agreement, the
Insurance Agreement, the Subordinated Security Agreement, the Tax Sharing
Agreement, the File Custody Agreement, the Security Interest Notice, the
Certificate of Incorporation and By-Laws of Finco, any documents related to
Interest Rate Hedge Mechanisms and any other agreement or instrument related or
delivered to any party to any of the foregoing pursuant to or in connection with
any of the foregoing.

              Outstanding: When used with reference to any Commercial Paper
Note, at the time of any determination thereof, any Commercial Paper Note
authenticated and issued pursuant to and in accordance with the Issuing and
Paying Agreement, except (a) any Commercial Paper Note paid upon or following
its maturity as provided in such Commercial Paper Note, and (b) any Commercial
Paper Note as to which funds for payment have been deposited with, and are being
held by, the Issuing and Paying Agent in the Issuing and Paying Agent Account.

              Outstanding Balance: On any day, with respect to any Contract, the
outstanding principal amount due and owing on such Contract on such day.

              Outstanding Extensions of Credit: On any day, the aggregate on
such day (after giving effect to the issuance of Commercial Paper Notes on such
day and the use of proceeds thereof) of (a) the Face Amount of the Outstanding
Commercial Paper Notes, (b) the outstanding principal amount of Loans, and (c)
the unreimbursed drawings under the Surety Bonds.

              Outstanding Principal Amount: On any day, with respect to Triple-A
One Loans, the outstanding principal amount of such Triple-A One Loans on such
day, as reflected on the Triple-A One Note.

              Paperless Title System: The Electronic Lien and Title system of
the California Department of Motor Vehicles or other electronic title systems
used by departments of motor vehicles in other jurisdictions.

              Payment Date: With respect to each Purchase Date, the date on
which payment is made pursuant to Section 2.2 of the Sale Agreement with respect
to Contracts acquired by Finco on such Purchase Date.


                                       17
<PAGE>

              PBGC: The Pension Benefit Guaranty Corporation established under
ERISA.

              Permitted Investments: Book-entry securities, negotiable
instruments or securities represented by instruments in bearer or registered
form which evidence:

              (i) direct obligations of, and obligations fully guaranteed as to
              timely payment by, the United States of America;

              (ii) demand deposits, time deposits or certificates of deposit of
              any depository institution or trust company incorporated under the
              laws of the United States of America or any state thereof (or any
              domestic branch of a foreign bank) and subject to supervision and
              examination by Federal or State banking or depository institution
              authorities; provided, however, that at the time of the
              investment, the commercial paper or other short-term unsecured
              debt obligations (other than such obligations the rating of which
              is based on the credit of a person other than such depository
              institution or trust company) thereof shall have a credit rating
              from each of S&P and Moody's at least as high as the ratings by
              such agencies of the Commercial Paper;

              (iii) commercial paper having, at the time of the investment, a
              rating from each of S&P and Moody's at least as high as the
              ratings by such agencies of the Commercial Paper;

              (iv) investments in money market or common trust funds having a
              rating from S&P of at least Am or Am-G and from Moody's at least
              as high as the ratings by Moody's of the Commercial Paper;

              (v) demand deposits, time deposits and certificates of deposit
              which are fully insured by the Federal Deposit Insurance
              Corporation;

              (vi) bankers' acceptances issued by any depository institution or
              trust company referred to in clause (ii) above; and

              (vii) repurchase obligations with respect to any security that is
              a direct obligation of, or fully guaranteed by, the United States
              of America or any agency or instrumentality thereof, the
              obligations of which are backed by the full faith and credit of
              the United States of America, in either case entered into with a
              depository institution or trust company (acting as principal) the
              deposits of which are insured by the Federal Deposit Insurance
              Corporation.

              Person: An individual, a partnership, a corporation, a limited
liability company, a business trust, a joint stock company, a trust, an
unincorporated association, a joint venture, a Governmental Authority or other
entity of whatever nature.

              Plan: Any employee benefit plan defined in Section 3(3) of ERISA
in respect of which Finco, the Seller or any ERISA Affiliate thereof is or at
any time within the immediately preceding five years was an "employer" as
defined in Section 3(5) of ERISA or may have, or in


                                       18
<PAGE>

the past five years have had, liability, including but not limited to liability
as a substantial employer, within the meaning of Section 4063 of ERISA and
liability as a contributing sponsor under Section 4069 of ERISA.

              Prepayment Amount: As defined in Section 23 of the Triple-A One
Security Agreement.

              Principal Portion: With respect to Commercial Paper, the Face
Amount of such Commercial Paper less the imputed interest and any fees
applicable to the Dealer associated therewith.

              Proceeds: As defined in the UCC.

              Program: The financing arrangements provided for in the Operative
Documents.

              Program Manager: CapMAC Financial Services, and its permitted
successors and assigns in such capacity.

              Purchase: Each purchase by Finco of Contracts pursuant to the
terms of the Sale Agreement.

              Purchase Date: Each Business Day on which any Contract is acquired
by Finco pursuant to the terms of the Sale Agreement.

              Purchase Period: The period from and including the Closing Date to
and including the first Determination Date and, thereafter, the period from but
excluding any Determination Date to and including the next Determination Date.

              Purchase Price: As defined in Section 2.2 of the Sale Agreement.

              Purchased Contracts: All Contracts transferred to Finco as a
result of each Purchase, including any Contracts that have become Delinquent
Contracts or Defaulted Contracts or are Ineligible Contracts (but only to the
extent such Ineligible Contracts have not been repurchased by the Seller
pursuant to the terms and conditions of the Sale Agreement), provided however
that, only for the purposes of the Triple-A One Credit Agreement, the Triple-A
One Security Agreement and the Subordinated Security Agreement, the term
Purchased Contracts shall not include any Purchased Contract which has been
released by the Collateral Agent and the Seller pursuant to the terms and
conditions of Section 23(b) of the Triple-A One Security Agreement and Section
19(b) of the Subordinated Security Agreement.

              Qualified Bank: A bank the short-term debt of which is rated at
least A-1 by S&P and P-1 by Moody's.

              Rating Agencies: S&P and Moody's.

              Recoveries: With respect to any Determination Period, the
aggregate amount of all cash received by Finco, the Seller or the Servicer
during such Determination Period in respect


                                       19
<PAGE>

of any Defaulted Contract including, the sale or other disposition of the
related Vehicle, proceeds of Insurance Policies with respect to the related
Vehicle, or payments made by or on behalf of the Obligor.

              Recovery Procedure: As defined in Section 4.1(i) of the Triple-A
One Credit Agreement.

              Reference Bank: Each Bank acting as a reference bank for purposes
of establishing the Eurodollar Rate under the Liquidity Agreement.

              Registrar of Titles: The agency, department or office having the
responsibility for maintaining records of titles of motor vehicles and issuing
documents or records evidencing such titles in the jurisdiction in which a
particular Vehicle is registered.

              Regulation D: Regulation D of the Board of Governors (or any
successor) of the Federal Reserve System, as the same may be amended or
supplemented from time to time.

              Regulation U: Regulation U of the Board of Governors (or any
successor) of the Federal Reserve System, as the same may be amended or
supplemented from time to time.

              Reorganization: With respect to any Multiemployer Plan, the
condition that such plan is in reorganization within the meaning of Section 4241
of ERISA.

              Reportable Event: Any of the events set forth in Section 4043(b)
of ERISA or the regulations thereunder other than those events as to which the
thirty day notice period is waived.

              Repossessed Vehicle: As defined in Section 4.2(i) of the Sale
Agreement.

              Repurchase Price: The amount required to be paid by the Seller to
Finco pursuant to Section 4.5 of the Sale Agreement in connection with the
repurchase by the Seller of any Ineligible Contract.

              Required Overcollateralization Amount: On any day, an amount equal
to the difference between (a) the Outstanding Principal Amount of Triple-A One
Loans on such day divided by the Net Advance Rate on such day and (b) the
Outstanding Principal Amount of Triple-A One Loans on such day.

              Requirement of Law: As to any Person, the Certificate of
Incorporation and By-laws or other organizational or governing documents of such
Person and any law, treaty, rule or regulation or determination of any
arbitrator or a court or other Governmental Authority, in each case applicable
to or binding upon such Person or any of its property or to which such Person or
any of its property is subject.

              Responsible Officer: The chief executive officer, president, vice
president-operations, chief financial officer, controller, secretary or
treasurer of a corporation, provided that, (a) with respect to any certificate
to be delivered by a Responsible Officer, such Officer shall have personal
knowledge of the subject matter of such certificate, and (b) with respect to


                                       20
<PAGE>

any other matter to be undertaken by a Responsible Officer, such Officer shall
be duly authorized by all necessary corporate or other action with respect to
such matter.

              Sale Agreement: The Sale Agreement, as defined on the first page
of this Definitions List.

              Scheduled Maturity Date: The date that is 78 months following the
Commitment Termination Date.

              Scheduled Termination Date: November 30, 2004, or such later date
as mutually agreed upon in writing by the Seller, Finco, CapMAC, MBIA and
Triple-A One at least 90 days before the Scheduled Termination Date then in
effect.

              SEC: Securities and Exchange Commission.

              Security Interest: As defined in the UCC.

              Security Interest Notice: The Notice of Grant of Security Interest
in Insurance Policy dated October 1, 2001, among Onyx, Finco, Onyx Acceptance
Receivables Corporation and Great American Insurance Companies, as the same may
be amended, supplemented or otherwise modified from time to time.

              Seller: Onyx Acceptance Corporation.

              Seller Interest: On any day, an amount equal to the Outstanding
Balance of Purchased Contracts as reflected on the most recent Daily Report
minus the sum of (a) the Outstanding Principal Amount of Triple-A One Loans on
such day and (b) the Required Overcollateralization Amount on such day.

              Seller Lien Release Certificate: The lien release certificate to
be delivered by the Seller to Finco in accordance with Section 19(b) of the
Subordinated Security Agreement in the form attached thereto as Exhibit B.

              Seller Note: As defined in Section 5.1 of the Sale Agreement.

              Seller Note Interest Rate: On any date, the CP Rate as of the
immediately preceding Determination Date.

              Servicer: Onyx Acceptance Corporation or any Successor Servicer.

              Servicer's Certificate: As defined in Section 8.8 of the Sale
Agreement.

              Servicer Termination Event: As defined in Section 8.10 of the Sale
Agreement.

              Servicer Termination Notice: As defined in Section 8.10 of the
Sale Agreement.

              Servicing Fee: For any Determination Period (or portion thereof),
an amount equal to the product of (a) the Servicing Fee Percentage, (b) the
Adjusted Eligible Contracts


                                       21
<PAGE>

Balance as of the last day of the preceding Determination Period, and (c) the
number of days in such Determination Period divided by 365.

              Servicing Fee Percentage: For any Determination Period (or portion
thereof), either (i) if the Seller or any of its Affiliates is the Servicer, 1%
or (ii) if the Seller or any of its Affiliates is not the Servicer, 1% or such
other percentage as may be agreed upon between such successor Servicer and the
Program Manager.

              S&P: Standard & Poor's Ratings Services or its successor in
interest. References to S&P in any of the documents are only operative if S&P
has rated, and is continuing to rate, the Commercial Paper.

              Sublease and Administrative Services Agreement: The Sublease and
Administrative Services Agreement, dated as of September 8, 1994, between Onyx
Acceptance Financial Corporation and Onyx Acceptance Corporation, as such
agreement may be amended or supplemented from time to time.

              Subordinated Interest: On any day, an amount equal to the Required
Overcollateralization Amount on such day.

              Subordinated Note: As defined in Section 5.3 of the Sale
Agreement.

              Subordinated Security Agreement: The Subordinated Security
Agreement, as defined on the second page of this Definitions List.

              Subsidiary: As to any Person, a corporation of which shares of
stock having ordinary voting power (other than a stock having such power only by
reason of the happening of a contingency) to elect a majority of the board of
directors or other managers of such corporation are at the time owned, or the
management of which is otherwise controlled, directly or indirectly, through one
or more intermediaries, or both, by such Person.

              Successor Servicer: As defined in Section 8.12 of the Sale
Agreement.

              Surety Bonds: The Note Bond and the Liquidity Bond issued by the
Surety Provider under the Insurance Agreement and any Swap Bond issued by the
Surety Provider under the Insurance Agreement.

              Surety Provider: MBIA, and its permitted successors and assigns in
such capacity.

              Surety Provider Defense Costs: All costs and expenses of the
Surety Provider (including, without limitation, any costs and expenses of the
Program Manager or the Collateral Agent that the Surety Provider may have paid)
in connection with any action, proceeding or investigation that could materially
adversely affect the rights or obligations of the Surety Provider under the
Operative Documents or any other document delivered with respect thereto,
including (without limitation) any judgment or settlement entered into affecting
the Surety


                                       22
<PAGE>

Provider or the Surety Provider's interests, together with interest thereon at a
rate equal to the Base Rate plus 2% until paid.

              Swap Bond: Any financial guaranty insurance policy issued by the
Surety Provider in favor of a hedge counterparty with respect to an Interest
Rate Hedge Mechanism.

              Target Net Yield: Five percent per annum.

              Tax Sharing Agreement: The Tax Allocation Agreement, dated
September 1, 1994, between Onyx Acceptance Corporation and Onyx Acceptance
Financial Corporation.

              Taxes: As defined in Section 2.9 of the Triple-A Credit Agreement.

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

              Transaction Commercial Paper: The short-term promissory notes of
Triple-A One denominated in dollars, issued by Triple-A One in connection with
the transactions contemplated by the Operative Documents.

              Triple-A One: Triple-A One Funding Corporation.

              Triple-A One Account: As defined in Section 1.1 of the Liquidity
Agreement.

              Triple-A One Borrowing Date: Any Business Day specified in a
notice pursuant to subsection 2.3 of the Triple-A One Credit Agreement as a date
on which Finco requests Triple-A One to make Triple-A One Loans thereunder.

              Triple-A One Commitment: $355,000,000, as such amount may be
reduced pursuant to Section 2.8 of the Triple-A One Credit Agreement or such
other amount agreed upon in writing by the Seller, Finco, Triple-A One, MBIA and
the Program Manager.

              Triple-A One Credit Agreement: The Triple-A One Credit Agreement,
as defined on the first page of this Definitions List.

              Triple-A One Interest Payment Date: As defined in Section 2.5 of
the Triple-A One Credit Agreement.

              Triple-A One Loan: As defined in subsection 2.1 of the Triple-A
One Credit Agreement.

              Triple-A One Note: The note issued pursuant to Section 2.2 of the
Triple-A One Credit Agreement.


                                       23
<PAGE>

              Triple-A One Payment Date: As defined in Section 2.4(a) of the
Triple-A One Credit Agreement.

              Triple-A One Security Agreement: The Triple-A One Security
Agreement, as defined on the first page of this Definitions List.

              Type: As defined in Section 1.1 of the Liquidity Agreement.

              UCC: The Uniform Commercial Code as in effect in the specified
jurisdiction or, if no jurisdiction is specified, as in effect in the state
whose law, by agreement of the parties, governs the document or agreement in
which the term "UCC" appears.

              Unmatured Wind-Down Event: Any of the events specified in the
definition of Wind-Down Event, whether or not any requirement for the giving of
notice, the lapse of time, or both, or any other condition, has been satisfied.

              Unused Liquidity Commitment: As defined in Section 1.1 of the
Liquidity Agreement.

              Vehicle: Any new or used automobile, van or light truck that
secures a Purchased Contract.

              Vehicle Condition Report: The Vehicle Condition Report generated
pursuant to Section 4.2(h) of the Sale Agreement.

              Vehicle Dealer: Any seller of automobiles, vans or light trucks
that originated one or more of the Contracts and transferred, sold or assigned
the respective Contract, to the Seller under a Dealer Assignment.

              Wind-Down Date: The earlier to occur of the date on which: (a) a
Notice of Wind-Down is given and (b) any Wind-Down Event described in clauses
(e), (m), (v), or (x) of the definition of Wind-Down Event occurs.

              Wind-Down Event: The occurrence of any of the following events,
provided that any condition set forth therein has been satisfied:

              (a) The Seller or Finco fails to pay when due any amount payable
              under any of the Operative Documents and such failure continues
              for two Business Days.

              (b) Any representation or warranty made or deemed made by the
              Seller or Finco, in any capacity which is contained in any
              Operative Document or in any agreement, written report or written
              information furnished at any time under or required by the
              Operative Documents shall prove to have been false or incorrect in
              any material respect on or as of the date made or deemed made.

              (c) The Seller (i) defaults in any payment of principal of or
              interest on any Debt in excess of $3,000,000, beyond the period of
              grace, if any, provided in the


                                       24
<PAGE>

              instrument or agreement under which such Debt was created or (ii)
              defaults in the observance or performance of any other material
              agreement or condition relating to any such Debt or contained in
              any instrument or agreement evidencing, securing or relating
              thereto, except when the amount or validity of such Debt is
              currently being contested in good faith by appropriate
              proceedings, reserves in the full amount of such contested Debt
              have been provided on the books of the Seller, such proceedings
              suspend the collection of such contested Debt from any Collateral
              and the Seller shall have notified Triple-A One and the Program
              Manager in advance of its intention to contest any such Debt and
              shall have furnished complete information as to such proceedings
              and reserves to Triple-A One and the Program Manager and any
              additional information which Triple-A One or the Program Manager
              shall have requested with respect thereto.

              (d) For any reason, the Sale Agreement shall not or shall cease to
              create a valid and perfected first priority ownership interest or
              to transfer legal and equitable title in the Purchased Contracts
              to Finco, the Triple-A One Security Agreement shall not or shall
              cease to create a valid and perfected first priority security
              interest in the Collateral in favor of the Collateral Agent (free
              and clear of any lien in favor of any other Person), the Note
              Pledge Agreement shall not or shall cease to create a valid and
              perfected first priority security interest in the Triple-A One
              Note in favor of the Bank Collateral Agent (free and clear of any
              lien in favor of any other Person) or any other Operative Document
              shall cease to be in full force and effect or cease to be the
              legal, valid, binding and enforceable obligation of any party
              thereto.

              (e) (i) The Seller, Finco or any Subsidiary of the Seller shall
              commence any case, proceeding or other action (A) under any
              existing or future law of any jurisdiction, domestic or foreign,
              relating to bankruptcy, insolvency, reorganization or relief of
              debtors, seeking to have an order for relief entered with respect
              to it, or seeking to adjudicate it a bankrupt or insolvent, or
              seeking reorganization, arrangement, adjustment, winding-up,
              liquidation, dissolution, composition or other relief with respect
              to it or its debts, or (B) seeking appointment of a receiver,
              trustee, custodian or other similar official for it or for all or
              any substantial part of its assets, or any such Person shall make
              a general assignment for the benefit of its creditors; or (ii)
              there shall be commenced against any of the Seller, Finco or any
              Subsidiary of the Seller any case, proceeding or other action of a
              nature referred to in clause (i) above which (A) results in the
              entry of an order for relief or any such adjudication or
              appointment or (B) remains undismissed, undischarged or unbonded
              for a period of 60 days (which grace period shall not apply in the
              case of Finco); or (iii) there shall be commenced against any of
              the Seller, Finco or any Subsidiary of the Seller any case,
              proceeding or other action seeking issuance of a warrant of
              attachment, execution, distraint or similar process against all or
              any substantial part of its assets which results in the entry of
              an order for any such relief which shall not have been vacated,
              discharged, or stayed or bonded pending appeal within 60 days from
              the entry thereof (which grace period shall not apply in the case
              of Finco); or (iv) any of the Seller, Finco or any Subsidiary of
              the


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<PAGE>

              Seller shall take any action in furtherance of, or indicating its
              consent to, approval of, or acquiescence in, any of the acts set
              forth in clause (i), (ii) or (iii) above; or (v) any of the
              Seller, Finco or any Subsidiary of the Seller shall generally not,
              or shall be unable to, or shall admit in writing its inability to,
              pay its debts as they become due.

              (f) One or more judgments or decrees shall have been entered
              against Finco, or one or more judgments or decrees in excess of
              $1,000,000 shall have been entered against the Seller or any
              shareholder or Affiliate of the Seller (other than Finco) which is
              not paid, bonded, stayed or covered by insurance within 30 days
              thereof.

              (g) If at any time Finco shall become liable for environmental
              remediation or compliance expenses or fines, penalties or other
              charges related to environmental matters in excess of $50,000.

              (h) Any of Finco, the Seller or any ERISA Affiliate thereof, (i)
              shall engage in any nonexempt "prohibited transaction" (as defined
              in Section 406 of ERISA or Section 4975 of the Code) involving any
              Plan, (ii) any "accumulated funding deficiency" (as defined in
              Section 302 of ERISA), whether or not waived, shall exist with
              respect to any Plan, (iii) a Reportable Event shall occur with
              respect to, or proceedings shall commence to have a trustee
              appointed, or a trustee shall be appointed, to administer or to
              terminate, any Plan, which Reportable Event or commencement of
              proceedings or appointment of a trustee is, in the reasonable
              opinion of the Program Manager, reasonably likely to result in the
              termination of such Plan for purposes of Title IV of ERISA, (iv)
              any Plan shall terminate for purposes of Title IV of ERISA, (v)
              the Seller or Finco or any ERISA Affiliate shall, or in the
              reasonable opinion of the Program Manager is likely to, incur any
              liability in connection with a withdrawal from, or the Insolvency
              or Reorganization of, any Plan, or (vi) Seller, Finco or any of
              their ERISA Affiliates shall, for the first time become obligated
              to contribute or incur any other liability with respect to a Plan
              which is subject to the provisions of Title IV of ERISA if, in the
              reasonable opinion of the Collateral Agent or the Surety Provider,
              such liability or obligation is or may be material; and in each
              case in clauses (i) through (vi) above, such event or condition,
              together with all other such events or conditions, if any, is
              reasonably likely to, in MBIA's sole discretion, (A) subject the
              Seller or any ERISA Affiliate (other than Finco) to any tax,
              penalty or other liability, which tax, penalty or other liability
              has or is reasonably likely to have a material adverse effect on
              the business, operations, property or financial or other condition
              of the Seller or any other ERISA Affiliate (other than Finco) or
              (B) subject Finco to any tax, penalty or other liability.

              (i) Any financial statement delivered pursuant to the Operative
              Documents and reported on by PricewaterhouseCoopers LLP or other
              independent certified public accountants of nationally recognized
              standing shall contain a "going concern" or like qualification or
              exception, or qualification arising out of the scope of the audit.


                                       26
<PAGE>

              (j) A material adverse change from the date hereof in the
              business, properties, operations or financial or other condition
              of the Seller or Finco.

              (k) A material adverse change from the date hereof in the
              collectibility of the Purchased Contracts taken as a whole.

              (l) A material adverse change from the date hereof in the ability
              of the Seller to act as Servicer or Servicer shall not perform its
              obligations as Servicer in a manner conforming to the terms of the
              Sale Agreement as reasonably determined by the Program Manager,
              the Surety Provider or CapMAC.

              (m) Finco becomes an "investment company" or a company
              "controlled" by an "investment company" within the meaning of the
              Investment Company Act of 1940, as amended.

              (n) On any Determination Date, the Net Advance Rate does not equal
              or exceed 92%.

              (o) A Borrowing Base Deficiency shall occur and remain uncured for
              more than one Business Day.

              (p) [Reserved]

              (q) [Reserved]

              (r) An "event of default" under any of the Operative Documents,
              including, without limitation, any Servicer Termination Event.

              (s) The Servicer resigns under Section 8.5, other than pursuant to
              Section 8.5(b), of the Sale Agreement.

              (t) Finco shall fail to provide any information required to be
              provided by Section 5.13 of the Triple-A One Credit Agreement by
              the time required thereby.

              (u) The Seller shall fail to comply with or observe any covenant
              contained in Section 4.5 or 4.6 of the Sale Agreement.

              (v) The delivery of a Servicer Termination Notice.

              (w) The Program Manager is not able to obtain, within 60 days from
              the date the short-term debt rating of any Bank is downgraded to a
              rating below A-1 by S&P or P-1 by Moody's, a commitment from
              another bank or banks rated A-1 by S&P and P-1 by Moody's in an
              aggregate amount at least equal to the Liquidity Commitment of
              such downgraded Bank or Banks and, on the 61st day following such
              date the aggregate of the Liquidity Commitments (as in effect on
              the 60th day following such date), reduced by the Liquidity
              Commitment of such downgraded Bank or Banks, does not equal or
              exceed both the Triple-A One


                                       27
<PAGE>

              Commitment and the Outstanding Extensions of Credit, each as
              calculated on such 61st day following such date.

              (x) The Program Manager is not able to replace in full the
              Liquidity Commitments of the Banks prior to the Liquidity
              Termination Date.

              (y) The Seller, the Servicer or Finco shall default in the
              observance or performance of any other term, condition or covenant
              (not specifically referenced in any other clause of this
              definition) under the Operative Documents and such failure to
              observe or perform continues for 10 Business Days.

              (z) Failure by the Seller and Finco to maintain or cause to be
              maintained Interest Rate Hedge Mechanisms in accordance with
              Section 5.14 of the Triple-A One Credit Agreement.

              (aa) The occurrence of a servicer termination event, trigger
              event, event of default, liquidation event, wind-down event or
              other event, circumstance or condition of similar nature and
              consequence with respect to any transaction insured by the Surety
              Provider or CapMAC relating to automobile contracts originated
              and/or acquired by the Seller.

              Working Day: Any Business Day on which dealings in foreign
currencies and exchange between banks may be carried on in London, England.


                                       28
<PAGE>

                                    EXHIBIT A

                     [FORM OF INTEREST RATE HEDGE MECHANISM]