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                                                                  EXHIBIT 10.115





                      ONYX ACCEPTANCE FINANCIAL CORPORATION





                           --------------------------


                                     SECOND


                              AMENDED AND RESTATED


                          TRIPLE-A ONE CREDIT AGREEMENT





                          dated as of November 30, 2001





                          ----------------------------





                        TRIPLE-A ONE FUNDING CORPORATION


                         CAPMAC FINANCIAL SERVICES, INC.


                      CAPITAL MARKETS ASSURANCE CORPORATION


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                                TABLE OF CONTENTS

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                                                                                          Page
                                                                                          ----
<S>         <C>                                                                           <C>
SECTION 1.  DEFINITIONS......................................................................2

        1.1 Defined Terms....................................................................2

SECTION 2.  AMOUNT AND TERMS OF TRIPLE-A ONE COMMITMENT......................................2

        2.1  Triple-A One Commitment.........................................................2
        2.2. Triple-A One Note...............................................................3
        2.3. Availability of Borrowings......................................................3
        2.4. Mandatory and Optional Prepayments..............................................3
        2.5. Interest........................................................................4
        2.6. Proceeds........................................................................4
        2.7. Collection Account..............................................................4
        2.8. Reduction of Triple-A One Commitment............................................5
        2.9. Taxes...........................................................................5

SECTION 3.  REPRESENTATIONS AND WARRANTIES...................................................6

        3.1. Representations and Warranties of Finco.........................................6

SECTION 4. CONDITIONS PRECEDENT.............................................................10

        4.1. Conditions to Effectiveness....................................................10
        4.2. Conditions to Each Triple-A One Loan...........................................12
        4.3. Conditions to Release of Proceeds of Triple-A One Loans from Disbursement
               Sub-Account..................................................................13

SECTION 5.  AFFIRMATIVE COVENANTS...........................................................15

        5.1. Financial Statements...........................................................15
        5.2. Certificates; Other Information................................................15
        5.3. Payment of Obligations.........................................................16
        5.4. Conduct of Business and Maintenance of Existence...............................16
        5.5. Maintenance of Property; Insurance.............................................16
        5.6. Inspection of Property; Files, Books and Records; Discussions..................16
        5.7. Notices........................................................................16
        5.8. Delivery of Other Reports......................................................17
        5.9. Annual Certificate.............................................................17
        5.10. Further Assurances............................................................17
        5.11. Independent Director..........................................................17
        5.12. Instructions to Obligors......................................................18
        5.13. Cooperation in Making Calculations............................................18
        5.14  Interest Rate Hedge Mechanisms................................................18
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<TABLE>
<S>         <C>                                                                           <C>
5.15.   Contract Files......................................................................18
5.16.   Separate Existence..................................................................19


SECTION 6.  NEGATIVE COVENANTS..............................................................20

        6.1. Limitation on Debt.............................................................20
        6.2. Limitation on Liens............................................................20
        6.3. Limitation on Fundamental Changes..............................................20
        6.4. Limitation on Sale of Assets...................................................20
        6.5. Purchased Contracts............................................................20
        6.6. Limitation on Dividends........................................................21
        6.7. Limitation on Capital Expenditures.............................................21
        6.8. Limitation on Investments, Loans and Advances..................................21
        6.9. Transactions with Affiliates...................................................21
        6.10. Sale and Leaseback............................................................21
        6.11. Corporate Documents...........................................................22
        6.12. Capital Stock.................................................................22
        6.13. Fiscal Year...................................................................22
        6.14. Limitation on Negative Pledge Clauses.........................................22
        6.15. Activities of Finco...........................................................22
        6.16. Agreements....................................................................22
        6.17. Bank Accounts.................................................................23
        6.18. Successor Servicer............................................................23
        6.19. Servicing of Contracts........................................................23
        6.20. Prohibitions Regarding Subordinated Note......................................23
        6.21. Lock-Box Banks................................................................23
        6.22. Contract Files................................................................23

SECTION 7.  WIND-DOWN EVENTS; REMEDIES......................................................23


SECTION 8.  INVESTMENT MANAGEMENT...........................................................24

        8.1. Directions to Triple-A One.....................................................24
        8.2 Permitted Investments...........................................................24
        8.3 Conditions......................................................................24

SECTION 9.  THE PROGRAM MANAGER.............................................................25


SECTION 10.  MISCELLANEOUS..................................................................26

        10.1 Amendments and Waivers.........................................................26
        10.2 Notices........................................................................26
        10.3. No Waiver; Cumulative Remedies................................................27
        10.4. Survival of Representations and Warranties....................................28
        10.5. Payment of Expenses and Taxes.................................................28
        10.6.  Successors and Assigns; Participations.......................................29
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                                       ii
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<TABLE>
<S>         <C>                                                                           <C>
        10.7. Termination...................................................................31
        10.8 Counterparts...................................................................31
        10.9. Severability..................................................................31
        10.10. Integration..................................................................31
        10.11. Governing Law................................................................31
        10.12. Submission To Jurisdiction; Waivers..........................................31
        10.13. Acknowledgments..............................................................32
        10.14. Waiver Of Jury Trial.........................................................32
        10.15. No Bankruptcy Petition Against Triple-A One..................................32
        10.16. Triple-A One's Credit Decision...............................................33
        10.17 Confidentiality...............................................................33

        EXHIBITS

        EXHIBIT A  -   DEFINITIONS LIST

        EXHIBIT B  -   FORM OF TRIPLE-A ONE NOTE

        EXHIBIT C  -   NOTICE OF BORROWING

        EXHIBIT D  -   TRIPLE-A ONE SECURITY AGREEMENT

        EXHIBIT E  -   FORM OF OFFICER'S CERTIFICATE OF FINCO

        EXHIBIT F  -   FORM OF LOCK-BOX AGREEMENT

        EXHIBIT G  -   [RESERVED]

        EXHIBIT H  -   FORM OF INTEREST RATE HEDGE ASSIGNMENT
                       ACKNOWLEDGMENT
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                                      iii
<PAGE>

                                     SECOND

                              AMENDED AND RESTATED

                          TRIPLE-A ONE CREDIT AGREEMENT

        SECOND AMENDED AND RESTATED TRIPLE-A ONE CREDIT AGREEMENT, dated as of
November 30, 2001 (the "Triple-A One Credit Agreement" or this "Agreement"),
among ONYX ACCEPTANCE FINANCIAL CORPORATION, a Delaware corporation ("Finco"),
TRIPLE-A ONE FUNDING CORPORATION, a Delaware corporation ("Triple-A One") and
CAPMAC FINANCIAL SERVICES, INC., a Delaware corporation ("CapMAC Financial
Services"), as Program Manager (in such capacity, the "Program Manager") and
CAPITAL MARKETS ASSURANCE CORPORATION, a New York stock insurance company
("CapMAC") as Collateral Agent (in such capacity, the "Collateral Agent").

                              W I T N E S S E T H:

        WHEREAS, pursuant to the Sale Agreement, Finco purchases certain
Contracts from time to time from Onyx Acceptance Corporation, a Delaware
corporation (the "Seller") and the Seller acts as Servicer of the Purchased
Contracts;

        WHEREAS, Finco from time to time requests that Triple-A One make
Triple-A One Loans to Finco, the proceeds of which are used to purchase
Contracts from the Seller in accordance with the terms of the Sale Agreement;

        WHEREAS, as collateral security for its obligations under this Triple-A
One Credit Agreement, Finco has collaterally assigned the Purchased Contracts,
its rights under the Sale Agreement, all of its right, title, interest in and to
the Lock-Boxes and the Collection Account to the Collateral Agent for the
benefit of the holders of the Obligations pursuant to the Triple-A One Security
Agreement;

        WHEREAS, Triple-A One funds such loans by (a) the issuance of Commercial
Paper or (b) if Triple-A One is unable for any reason to issue Commercial Paper,
by borrowing under the Liquidity Agreement;

        WHEREAS, MBIA Insurance Corporation (the "Surety Provider"), Finco, the
Seller and Triple-A One have entered into the Insurance Agreement pursuant to
which, among other things, the Surety Provider has issued a surety bond to
Triple-A One to guarantee repayment of the Triple-A One Loans;

        WHEREAS, subject to the terms and conditions set forth herein, Triple-A
One is willing to make the Triple-A One Loans to Finco;

        WHEREAS, the parties hereto have entered into the Amended and Restated
Triple-A One Credit Agreement dated as of September 4, 1998 (as amended to the
date hereof, the "Amended and Restated Credit Agreement"); and

<PAGE>

        WHEREAS, the parties hereto wish to further amend and restate the
Amended and Restated Credit Agreement as hereinafter provided.

        NOW, THEREFORE, for good and valuable consideration, the receipt and
sufficiency of which are hereby acknowledged the parties hereto agree as
follows:

                             SECTION 1. DEFINITIONS

               1.1. Defined Terms. (a) As used in this Triple-A One Credit
        Agreement, the Triple-A One Note, the Triple-A One Security Agreement or
        any certificate or other document made or delivered pursuant hereto or
        thereto, the capitalized terms used herein and therein shall, unless
        otherwise defined herein or therein, have the meanings assigned to them
        in the Second Amended and Restated Definitions List dated as of the date
        hereof that refers to this Triple-A One Credit Agreement, which is
        incorporated herein by reference and attached as Exhibit A hereto (the
        "Definitions List").

               (a) As used herein, in the Triple-A One Note and in the Triple-A
        One Security Agreement, or any certificate or other document made or
        delivered pursuant hereto and thereto, accounting terms not defined in
        the Definitions List and accounting terms partly defined in the
        Definitions List to the extent not defined, shall have the respective
        meanings given to them under GAAP.

               (b) The words "hereof", "herein" and "hereunder" and words of
        similar import when used in this Triple-A One Credit Agreement shall
        refer to this Triple-A One Credit Agreement as a whole and not to any
        particular provision of this Triple-A One Credit Agreement, and Section,
        subsection, Schedule and Exhibit references are to this Triple-A One
        Credit Agreement unless otherwise specified.

               (c) Capitalized terms used herein, in the Triple-A One Note and
        in the Triple-A One Security Agreement shall be equally applicable to
        both the singular and plural forms of such terms.

        SECTION 2. AMOUNT AND TERMS OF TRIPLE-A ONE COMMITMENT

               2.1. Triple-A One Commitment. Subject to the terms and conditions
        hereof, Triple-A One agrees to make revolving credit loans ("Triple-A
        One Loans") to Finco from time to time during the Commitment Period in
        an aggregate amount not to exceed the Triple-A One Commitment; provided,
        however, that in no event shall Triple-A One make any Triple-A One Loan,
        if, after giving effect to such Triple-A One Loan, either (a) the
        Outstanding Principal Amount would exceed the Maximum Program Amount or
        the Aggregate Liquidity Commitment (as defined in the Liquidity
        Agreement) or (b) a Borrowing Base Deficiency would exist; provided,
        further, that the amount of any Triple-A One Loan made on any Triple-A
        One Borrowing Date shall not exceed the sum of (i) the net proceeds from
        the sale of Transaction Commercial Paper on such Triple-A One Borrowing
        Date plus (ii) the proceeds of Loans on such Triple-A One Borrowing
        Date. The proceeds of such Triple-A One Loans shall be disbursed to the
        Disbursement Sub-


                                       2
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        Account pursuant to Section 4.2 and released from the Disbursement
        Sub-Account pursuant to Section 4.3. During the Commitment Period, Finco
        may use the Triple-A One Commitment by borrowing, prepaying the Triple-A
        One Loans in whole or in part, and reborrowing, all in accordance with
        the terms and conditions hereof.

                      2.2. Triple-A One Note. The Triple-A One Loans shall be
        evidenced by a promissory note of Finco, substantially in the form of
        Exhibit B hereto (the "Triple-A One Note"), payable to the order of
        Triple-A One. The Program Manager shall record the date and amount of
        each Triple-A One Loan made and the date and amount of each payment of
        principal thereof, and any such recordation shall constitute prima facie
        evidence of the accuracy of the information so recorded. The Triple-A
        One Note shall (a) be dated the date of issuance thereof, or, with
        respect to any amendment thereof, the date of such amendment, (b) be
        stated to mature on the Scheduled Maturity Date and (c) provide for the
        payment of interest in accordance with subsection 2.5.

                      2.3. Availability of Borrowings. Finco may request
        Triple-A One Loans on any Business Day during the Commitment Period by
        giving Triple-A One prior irrevocable notice of each borrowing in the
        form of Exhibit C hereto ("Notice of Borrowing") by 10:00 A.M. (New York
        City time) on the Business Day prior to a Triple-A One Borrowing Date
        which shall specify the (a) Triple-A One Borrowing Date for such
        borrowing and (b) the amount of the Triple-A One Loan requested;
        provided, however, that any Triple-A One Loan funded with Eurodollar
        Loans shall require three Working Days prior notice. The proceeds of
        such Triple-A One Loans will be made available to Finco by Triple-A One
        by crediting a sub-account (the "Disbursement Sub-Account") of the
        Collection Account with immediately available funds by 10:00 A.M. (New
        York time) on the Triple-A One Borrowing Date.

                      2.4. Mandatory and Optional Prepayments.

               (a) Prior to the Commitment Termination Date, Finco shall, on
        each Business Day (each a "Triple-A One Payment Date") on which the
        Program Manager notifies Finco that amounts are owing hereunder, repay
        the principal of the Triple-A One Loans in the amount stated by the
        Program Manager to be due and payable on such Triple-A One Payment Date.
        The Program Manager shall give Finco notice of the amount payable by
        10:00 A.M. (New York City time) on the Business Day immediately
        preceding each Triple-A One Payment Date. Finco shall make the payment
        required by such notice by 10:00 A.M. (New York City time) on the
        applicable Triple-A One Payment Date by depositing such amount in the
        Collection Account in immediately available funds. The amount payable by
        Finco as determined by the Program Manager shall be an amount equal to
        the sum of (i) the Principal Portion of the Transaction Commercial Paper
        maturing on the applicable Triple-A One Payment Date that will not be
        funded from the net proceeds of either the sale of Commercial Paper on
        such date or a borrowing under the Liquidity Agreement (assuming that
        such proceeds are allocated to the Principal Portion of the Commercial
        Paper before the interest relating to such Commercial Paper), (ii) the
        principal amount due and payable on such date under the Liquidity
        Agreement and not funded from the net proceeds from the sale of
        Commercial Paper on such date or a


                                       3
<PAGE>

        borrowing under the Liquidity Agreement, and (iii) the amount necessary
        to cure any Borrowing Base Deficiency existing on such date or that
        would exist at the close of business on such date (after giving effect
        to the amount of any payment made on such day in respect of subclauses
        (i) or (ii) of this subsection 2.4(a)). On and after the Commitment
        Termination Date, principal on the Triple-A One Loans shall be paid as
        provided in the Triple-A One Security Agreement.

               (b) Finco may at any time and from time to time prepay the
        Triple-A One Loans, in whole or in part, without premium or penalty,
        upon at least three Business Days' irrevocable notice to the Program
        Manager, specifying the date and amount of prepayment; provided that,
        upon notice given by Triple-A One, Finco shall indemnify Triple-A One
        and hold Triple-A One harmless from any funding loss (in an amount equal
        to the amount of interest Triple-A One would have received but for such
        prepayment less the interest earned on investing such funds) and expense
        which Triple-A One may sustain or incur as a consequence of such
        prepayment. If any such notice is given, the amount specified in such
        notice shall be due and payable on the date specified therein.

               (c) On each Liquidation Day Finco shall prepay all amounts
        outstanding under the Triple-A One Note and this Triple-A One Credit
        Agreement to the extent of amounts on deposit in the Collection Account
        available on each such day and in the order set forth in subsection 5(b)
        of the Triple-A One Security Agreement.

               2.5. Interest. Finco shall pay to Triple-A One, pursuant to the
        terms and conditions of the Triple-A One Security Agreement, as interest
        on the Triple-A One Loans outstanding, the following amounts on the
        following dates (each a "Triple-A One Interest Payment Date"):

                      (i)    on each day that Commercial Paper matures, an
                             amount equal to the imputed interest on such
                             maturing Commercial Paper;

                      (ii)   on each Determination Date, interest due and
                             accrued on Loans which were outstanding at any time
                             during the prior Determination Period and not
                             prepaid pursuant to subsection 2.7 of the Liquidity
                             Agreement; and

                      (iii)  on each day that any interest is required to be
                             paid in respect of the prepayment, pursuant to
                             subsection 2.7 of the Liquidity Agreement, of any
                             Loan, an amount equal to such interest.

                      2.6. Proceeds. The proceeds of the Triple-A One Loans
        shall be used by Finco solely to purchase Contracts from the Seller
        pursuant to the Sale Agreement.

                      2.7. Collection Account. Finco has established, on or
        prior to the date hereof, a bank account (No. 4154359090) at Wells Fargo
        Bank in the name of the Collateral Agent for the benefit of the holders
        of the Obligations (the "Collection


                                       4
<PAGE>

        Account"). Finco shall cause the Servicer to deposit all Collections to
        the Clearing Account on the next Business Day after Collections are
        received in the Lock-Boxes and on the next Business Day after
        Collections are received in any other manner, and to transfer all
        Collections on deposit in the Clearing Account to the Collection Account
        on the next Business Day after such Collections are received by the
        Servicer in the Clearing Account. Finco shall make transfers and
        withdrawals from the Collection Account solely as permitted by the terms
        and conditions of the Triple-A One Security Agreement.

                      2.8. Reduction of Triple-A One Commitment. Finco shall
        have the right from time to time, upon not less than five Business Days'
        notice to Triple-A One and the Program Manager, to reduce the Triple-A
        One Commitment to an amount not less than the sum of (a) the Face Amount
        of the Outstanding Commercial Paper and (b) the aggregate principal
        amount of the Loans outstanding; provided, however, that in no event
        shall the Triple-A One Commitment be reduced to less than $50,000,000.
        Each such reduction shall be in an amount equal to $5,000,000 or any
        multiple thereof and shall reduce permanently the Triple-A One
        Commitment then in effect.

                      2.9. Taxes. Except to the extent required by applicable
        law, all payments made by Finco under this Triple-A One Credit Agreement
        and the Triple-A One Note shall be made free and clear of, and without
        deduction or withholding for or on account of, any present or future
        income, stamp or other taxes, levies, imposts, duties, charges, fees,
        deductions or withholdings, now or hereafter imposed, levied, collected,
        withheld or assessed by any Governmental Authority having taxing
        authority, excluding income taxes and franchise taxes (imposed in lieu
        of income taxes) imposed on Triple-A One, as a result of any present or
        former connection between the jurisdiction of the government or taxing
        authority imposing such tax or any political subdivision or taxing
        authority thereof or therein and Triple-A One (excluding a connection
        arising solely from Triple-A One having executed, delivered or performed
        its obligations or received a payment under, or enforced, this Triple-A
        One Credit Agreement or the Triple-A One Note) (all such non-excluded
        taxes, levies, imposts, duties, charges, fees, deductions and
        withholdings being hereinafter called "Taxes"). If any Taxes are
        required to be withheld from any amounts payable hereunder or under the
        Triple-A One Note, the amounts so payable to Triple-A One shall be
        increased to the extent necessary to yield to Triple-A One (after
        payment of all Taxes) interest or any such other amounts payable
        hereunder or under the Triple-A One Note at the rates or in the amounts
        specified in this Triple-A One Credit Agreement and the Triple-A One
        Note. Whenever any Taxes are payable by Finco, as promptly as possible
        thereafter Finco shall send to Triple-A One, a certified copy of an
        original official receipt received by Finco showing payment thereof. If
        Finco fails to pay any Taxes when due to the appropriate taxing
        authority or fails to remit to Triple-A One the required receipts or
        other required documentary evidence, Finco shall indemnify Triple-A One
        for any incremental Taxes, interest or penalties that Triple-A One is
        legally required to pay as a result of any such failure. Triple-A One
        agrees that it will use reasonable efforts (consistent with Triple-A
        One's internal policy and legal and regulatory restrictions and so long
        as such efforts would not be disadvantageous to it, as determined in its
        good faith discretion) to designate a different lending office if the
        making of such designation would reduce or obviate the need for Finco to
        withhold


                                       5
<PAGE>

        Taxes. The agreements in this subsection shall survive the termination
        of this Triple-A One Credit Agreement and the payment of the Triple-A
        One Note.

                    SECTION 3. REPRESENTATIONS AND WARRANTIES

                      3.1. Representations and Warranties of Finco. To induce
        Triple-A One to enter into this Triple-A One Credit Agreement and to
        make the Triple-A One Loans, Finco hereby represents and warrants to
        Triple-A One that:

               (a) Financial Condition. The balance sheet of Finco as at
        September 30, 2001 and the related statements of income and of cash
        flows for the nine month period then ended, certified by a Responsible
        Officer, are complete and correct and present fairly the financial
        condition of Finco as at such date, and the results of its operations
        and its consolidated cash flows for the period then ended. All such
        financial statements, including the related schedules and notes thereto,
        have been prepared in accordance with GAAP (except for year-end
        adjustments) applied consistently throughout the period involved (except
        as approved by such Responsible Officer and as disclosed therein).
        Except for Debt created under this Agreement and the other Operative
        Documents, Finco does not have, and at the date of the balance sheet
        referred to above, did not have any Debt, contingent liability or
        liability for taxes, or any long-term lease or unusual forward or
        long-term commitment, including, without limitation, any interest rate
        or foreign currency swap or exchange transaction; provided, however,
        that Finco may have Debt or contingent liability pursuant to the
        obligations of Finco under a securitization transaction insured or
        approved by the Surety Provider.

               (b) Corporate Existence; Compliance with Law. Finco (i) is duly
        organized, validly existing and in good standing under the laws of the
        State of Delaware, (ii) has the corporate power and authority, and the
        legal right, to own and operate its property, to lease the property it
        operates as lessee and to conduct the business in which it is currently
        engaged, (iii) is duly qualified as a foreign corporation and in good
        standing under the laws of each jurisdiction where its ownership, lease
        or operation of property or the conduct of its business requires such
        qualification and (iv) is in compliance with all Requirements of Law.

               (c) Corporate Power; Authorization; Enforceable Obligations.
        Finco has the corporate power and authority, and the legal right, to
        make, deliver and perform this Triple-A One Credit Agreement and the
        other Operative Documents to which it is a party and to borrow hereunder
        and has taken all necessary corporate action to authorize the borrowings
        on the terms and conditions of this Triple-A One Credit Agreement and
        the other Operative Documents to which it is a party and to authorize
        the execution, delivery and performance of this Triple-A One Credit
        Agreement and the other Operative Documents to which it is a party. All
        consents or authorization of, filing with or other act by or in respect
        of, any Governmental Authority or any other Person required to be
        obtained, made or given by it in connection with the borrowings
        hereunder or with the execution, delivery, performance, validity or
        enforceability of this Triple-A One Credit Agreement or the other
        Operative Documents to which it is a party have been so obtained,


                                       6
<PAGE>

        made or received. This Triple-A One Credit Agreement and each other
        Operative Document to which it is a party has been duly executed and
        delivered on behalf of Finco. This Triple-A One Credit Agreement and
        each other Operative Document to which it is a party constitutes a
        legal, valid and binding obligation of Finco enforceable against Finco
        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 enforcement is sought by
        proceedings in equity or at law).

               (d) No Legal Bar. The execution, delivery and performance of this
        Triple-A One Credit Agreement and the other Operative Documents, the
        borrowings hereunder and the use of the proceeds thereof will not
        violate any Requirement of Law or Contractual Obligation of Finco and
        will not result in, or require, the creation or imposition of any Lien
        on any of its properties or revenues pursuant to any such Requirement of
        Law or Contractual Obligation.

               (e) No Material Litigation. No litigation, investigation or
        proceeding of or before any arbitrator or Governmental Authority is
        pending or, to the best knowledge of Finco after due inquiry, threatened
        by or against Finco or against any of its properties or revenues (i)
        with respect to this Triple-A One Credit Agreement or the other
        Operative Documents or any of the transactions contemplated hereby or
        thereby, or (ii) which could have a material adverse effect on the
        business, properties, assets, operations or condition, financial or
        otherwise, of Finco, or the ability of Finco to perform its obligations
        hereunder or under the other Operative Documents.

               (f) No Default; No Wind-Down Event. Finco is not in default under
        or with respect to any of its Contractual Obligations in any respect
        which could have a material adverse effect on the business, operations,
        properties, assets, or condition, financial or otherwise, of Finco, or
        on the ability of Finco to perform its obligations hereunder or under
        the other Operative Documents. No Wind-Down Event or Unmatured Wind-Down
        Event has occurred and is continuing.

               (g) No Burdensome Restrictions. Finco is not a party to or
        subject to any Contractual Obligation (other than the Operative
        Documents) which could have a material adverse effect on the business,
        properties, assets, operations or condition, financial or otherwise, of
        Finco, or on the ability of Finco to carry out its obligations hereunder
        or under the other Operative Documents.

               (h) Taxes. Finco has filed or caused to be filed all Federal,
        state and other tax returns which are required to be filed by it and has
        paid all taxes shown to be due and payable on said returns or on any
        Federal, state and other tax assessments made against it or any of its
        property and all other taxes, fees or other charges imposed on it or any
        of its property by any Governmental Authority having taxing power; no
        tax Lien has been filed against it (except for tax Liens described in
        subsection 6.2(a) hereof), and no claim is being asserted by any
        Governmental Authority, with respect to any such tax, fee or other
        charge.


                                       7
<PAGE>

               (i) ERISA.

                      (i) No Plan is or has been a Multiemployer Plan. Except
        for the Seller, neither Finco nor any ERISA Affiliate of Finco has
        maintained any Plan which is subject to Title IV of ERISA. No Reportable
        Event has occurred during the five-year period prior to the date on
        which this representation is made or deemed made with respect to any
        Plan of the Seller, and each such Plan has complied in all material
        respects with the applicable provisions of ERISA and the Code; provided,
        that any non-compliance by the Plan with the applicable provisions of
        ERISA or the Code that is reasonably likely to, in MBIA's sole
        discretion, subject Finco to any tax, penalty or other liability, shall
        be deemed material non-compliance. The present value of all accrued
        benefits under each such Plan (based on those assumptions used to fund
        the Plans) did not, as of the last annual valuation date prior to the
        date on which this representation is made or deemed made, exceed the
        value of the assets of such Plan allocable to such accrued benefits.

                      (ii) If required to be filed, Schedule B (Actuarial
        Information) to each most recent annual report (Form 5500 Series) has
        been filed for each applicable Plan with the IRS and copies of such
        Schedule have been furnished to the Program Manager and Finco. Each such
        Schedule is complete and accurate in all material respects and fairly
        presents the funding status of such applicable Plan.

                      (iii) Each Plan which is intended to be qualified under
        Section 401(a) of the Code is so qualified, and each trust related to
        any such Plan has been determined to be exempt from federal income tax
        under Section 501(a) of the Code, and neither Finco nor any ERISA
        Affiliate has materially breached any of the responsibilities,
        obligations or duties imposed on it by ERISA, the Code or regulations
        promulgated thereunder with respect to any Plan; provided, that any
        breach of any of the responsibilities, obligations or duties imposed on
        Finco or an ERISA Affiliate by ERISA, the Code or regulations
        promulgated thereunder with respect to any Plan, which breach is
        reasonably likely to, in MBIA's sole discretion, subject Finco to any
        tax, penalty or other liability, shall be deemed a material breach.

                      (iv) Neither Finco nor any ERISA Affiliate maintains or
        contributes to any "employee welfare benefit plan" within the meaning of
        Section 3(1) of ERISA which provides benefits to employees after
        termination of employment other than as required by Section 601 of
        ERISA, Section 4980B of the Code, or any substantially similar state or
        local law.

                      (v) No Plan has incurred any accumulated funding
        deficiency (as defined in Section 302 of ERISA and 412(a) of the Code),
        whether or not waived.

                      (vi) Neither Finco nor any ERISA Affiliate nor any
        fiduciary of any Plan (i) has engaged in a nonexempt prohibited
        transaction described in Sections 406 of ERISA or 4975 of the Code or
        (ii) has taken or failed to take any action which would constitute or
        result in an ERISA Termination Event.


                                       8
<PAGE>

                      (vii) Neither Finco nor any ERISA Affiliate has incurred,
        and no condition exists or event or transaction has occurred with
        respect to any Plan that could result in, any withdrawal liability under
        Section 4201 of ERISA that remains unpaid or liability to the PBGC which
        remains outstanding other than the payment of premiums, and there are no
        such premium payments which have become due which are unpaid.

                      (viii) Neither Finco nor any ERISA Affiliate has (i)
        failed to make a required contribution or payment to a Plan, (ii) made a
        complete or partial withdrawal from a Multiple Employer Plan or a
        Multiemployer Plan or (iii) failed to make a required installment or any
        other required payment under Section 412 of the Code on or before the
        due date for such installment or other payment.

                      (ix) Neither Finco nor any ERISA Affiliate is required to
        provide security to a Plan under Section 401(a)(29) of the Code due to a
        Plan amendment that results in an increase in current liabilities for
        the plan year.

               (j) Investment Company Act; Other Regulations. Finco is not an
        "investment company", or a company "controlled" by an "investment
        company", within the meaning of the Investment Company Act of 1940, as
        amended. Finco is not subject to regulation under any Federal or State
        statute or regulation which limits its ability to incur Debt.

               (k) Subsidiaries. Finco has no Subsidiaries. Finco is a wholly
        owned subsidiary of the Seller.

               (l) Purpose of Loans. The proceeds of the Triple-A One Loans
        shall be used by Finco solely as contemplated in Section 2.6.

               (m) No Deduction. Finco is not required to make any deduction or
        withholding from payments to be made by it to Triple-A One under this
        Triple-A One Credit Agreement or the other Operative Documents, and the
        execution and performance of this Triple-A One Credit Agreement and any
        of the other Operative Documents does not make Finco liable for any
        registration tax, stamp duty or similar tax or duty imposed by any
        authority of or within its jurisdiction of incorporation, which tax or
        duty has not been, or will not be, paid when due.

               (n) No Priority Claims. Finco has no liability in respect of any
        Debt (other than under the Operative Documents), or in respect of any
        guarantee by Finco of the obligations of another.

               (o) Title; Liens. Except for the Lien granted to the Collateral
        Agent for the benefit of the holders of the Obligations pursuant to the
        Triple-A One Security Agreement and the other Liens permitted pursuant
        to the Operative Documents and the Lien granted to the Seller pursuant
        to the Subordinated Security Agreement, Finco owns each item of the
        Collateral free and clear of any and all Liens or claims of others. No
        security agreement, financing statement or other public notice with
        respect to all or any part of the Collateral is on file or of record in
        any public office, except such as may have


                                       9
<PAGE>

        been filed in favor of the Collateral Agent pursuant to the Triple-A One
        Security Agreement and in favor of the Seller pursuant to the
        Subordinated Security Agreement and Liens with respect to taxes
        described in subsection 6.2(a) hereof.

               (p) Ownership of Contracts. Each Purchase by Finco of Contracts
        constitutes a valid sale, transfer and assignment of the Contracts to
        Finco enforceable against creditors of, and purchasers from, the Seller,
        and creates in favor of Finco a perfected ownership interest in and
        valid, legal and equitable title to such Contracts, which ownership
        interest is not subject to any Lien.

               (q) No Petition. There is no intent to file a voluntary petition
        under the Federal or any state bankruptcy laws with respect to Finco.

               (r) Separate Corporate Existence. Finco is a special purpose
        corporation whose primary activities are restricted in its certificate
        of incorporation to purchasing Contracts from the Seller, entering into
        agreements for the servicing thereof, borrowing funds secured thereby
        and conducting such other activities as necessary or appropriate to
        carry out its primary activities. Finco's certificate of incorporation
        provides for at least two Independent Directors as set forth at Section
        5.11 hereof, and requires, inter alia, the unanimous vote of its Board
        of Directors to take corporate action to institute, file or consent to
        insolvency or bankruptcy proceedings.

        SECTION 4. CONDITIONS PRECEDENT

                      4.1. Conditions to Effectiveness. The effectiveness of
        this Triple-A One Credit Agreement is subject to the satisfaction, on or
        prior to the date hereof, of the following conditions precedent:

               (a) Operative Documents. The Program Manager and Triple-A One
        shall have received (i) this Triple-A One Credit Agreement executed and
        delivered by a duly authorized officer of Finco, (ii) the Triple-A One
        Security Agreement (substantially in the form of Exhibit D hereto),
        executed and delivered by a duly authorized officer of Finco, (iii)
        copies of all the other amended and restated Operative Documents,
        executed by all parties thereto and in form and substance satisfactory
        to the Program Manager, (iv) a copy of the Credit and Collection Policy,
        and (v) such other documents or instruments as may be reasonably
        requested by the Program Manager or Triple-A One.

               (b) Corporate Proceedings. The Program Manager and Triple-A One
        shall have received a copy of the resolutions, in form and substance
        satisfactory to the Program Manager and Triple-A One, of the Board of
        Directors of each of the Seller, the Servicer and Finco authorizing the
        execution, delivery and performance of the Operative Documents to which
        it is a party certified by the Secretary or an Assistant Secretary of
        each such corporation, as of the date hereof, which certificate shall
        state that the resolutions thereby certified have not been amended,
        modified, revoked or rescinded and which certificate shall be in form
        and substance satisfactory to the Program Manager and Triple-A One.


                                       10
<PAGE>

               (c) Corporate Documents; Incumbency. The Program Manager and
        Triple-A One shall have received (i) copies of the certificate of
        incorporation and by-laws of each of the Seller and Finco certified as
        of the date hereof as complete and correct copies thereof by its
        Secretary or Assistant Secretary, (ii) a certificate of the Secretary or
        an Assistant Secretary of each of the Seller and Finco, certifying the
        names, titles and true signatures of the officers of the Seller, the
        Servicer and Finco authorized to sign the Operative Documents to which
        it is a party and (iii) good standing certificates of a recent date with
        respect to each of the Seller and Finco from the appropriate
        Governmental Authority in its jurisdiction of organization.

               (d) No Violation. The consummation of the transactions
        contemplated hereby and by the other Operative Documents shall not
        contravene, violate or conflict with, nor involve the Seller, the
        Servicer or Finco in any violation of, any Requirement of Law except to
        the extent that any such contravention, violation, conflict or
        involvement would not adversely affect the transactions contemplated
        hereby and by the other Operative Documents.

               (e) Fees. The Program Manager, the Surety Provider and the
        Collateral Agent shall have received in immediately available funds any
        fees and expenses then due and payable to any of them, all as set forth
        in the Fee Letter Agreement.

               (f) Legal Opinions. The Program Manager and Triple-A One shall
        have received (i) the executed legal opinion of counsel to the Seller,
        the Servicer and Finco with respect to the enforceability of their
        obligations under the Operative Documents and the Triple-A One Note, and
        other corporate and legal matters, (ii) the executed legal opinions of
        counsel to the Seller and Finco to the effect that (A) the Seller and
        Finco would not be substantively consolidated for purposes of the
        Bankruptcy Code and (B) that each purchase by Finco of Contracts
        constitutes a true sale of Contracts, (iii) the executed legal opinion
        of counsel to Finco to the effect that the security interest granted by
        Finco to the Collateral Agent for the benefit of the holders of the
        Obligations pursuant to the Triple-A One Security Agreement continues to
        be a valid first priority security interest and (iv) such other legal
        opinions as the Program Manager or the Surety Provider may reasonably
        require.

               (g) UCC Searches and Filings. The Program Manager and Triple-A
        One shall have received lien searches and other evidence as to the
        absence of any Lien on or security interest in the Contracts and other
        Collateral in form and substance satisfactory to the Program Manager and
        Triple-A One. Any termination statements or releases requested by the
        Program Manager or Triple-A One to be filed with respect to any of the
        Collateral shall have been filed. Any UCC financing statements or
        amendments requested by the Program Manager or Triple-A One to be filed
        with respect to the perfection of the first priority ownership interest
        in the Purchased Contracts in favor of Finco or with respect to the
        perfection of the first priority security interest in the Purchased
        Contracts in favor of the Collateral Agent for the benefit of the
        holders of the Obligations, shall have been filed.


                                       11
<PAGE>

               (h) Diligence. The operation of the Seller's billing, collection
        and information systems with respect to the Contracts shall be
        satisfactory to the Collateral Agent.

               (i) Recovery Procedure and Alternate Servicing Plan. The Program
        Manager and Triple-A One shall be satisfied with the recovery procedure
        and Alternate Servicing Plan implemented for the Seller's and Servicer's
        MIS system (the "Recovery Procedure"), a copy of each of which has been
        provided to the Program Manager.

               (j) Internal Controls. The Program Manager and Triple-A One shall
        be satisfied that the Servicer has implemented all necessary internal
        and other systems and procedures to monitor collections on account of
        the Contracts, to gather all information and furnish all reports
        required under the Operative Documents and to monitor compliance with
        the Operative Documents.

               (k) Consents. The Program Manager and Triple-A One shall have
        received copies of all consents, licenses and approvals, if any,
        required in connection with the execution, delivery and performance by
        it and the validity and enforceability against it of the Operative
        Documents to which it is a party and such consents, licenses and
        approvals shall be in full force and effect.

               (l) [RESERVED]

               (m) Commercial Paper Ratings. The Commercial Paper Notes shall be
        rated A-1 by S&P and P-1 by Moody's.

               (n) [RESERVED]

               (o) [RESERVED]

               (p) Rating Agency Notice. Each of Moody's and S&P shall have
        received prior written notice of the amendment and restatement of the
        Operative Documents.

               (q) Additional Documents. The Program Manager and Triple-A One
        shall have received each additional document, instrument, legal opinion
        or item of information reasonably requested by the Program Manager and
        Triple-A One in respect of any aspect or consequence of the transactions
        contemplated hereby or by any other Operative Document.

               (r) Additional Matters. All corporate and other proceedings,
        documents, instruments and legal matters specified in Section 4.1 hereof
        shall be reasonably satisfactory in form and substance to the Program
        Manager and Triple-A One.

                      4.2. Conditions to Each Triple-A One Loan. The agreement
        of Triple-A One to make any Triple-A One Loan requested to be made by it
        on any date is subject to the satisfaction of the following conditions
        precedent:


                                       12
<PAGE>

               (a) Representations and Warranties. Each of the representations
        and warranties made by Finco, the Servicer or the Seller in or pursuant
        to any of the Operative Documents shall be true and correct on and as of
        such date as if made on and as of such date.

               (b) Notice of Borrowing. Finco shall have delivered a Notice of
        Borrowing to Triple-A One.

               (c) Compliance with Section 2.1. After giving effect to the
        Triple-A One Loan to be made on such day, the requirements of Section
        2.1 shall not have been violated.

        The proceeds of all Triple-A One Loans shall be deposited in the
Disbursement Sub-Account. Each borrowing by Finco hereunder shall constitute a
representation and warranty by Finco as of the date of such Triple-A One Loan
that the conditions contained in this subsection 4.2 have been satisfied.

                      4.3. Conditions to Release of Proceeds of Triple-A One
        Loans from Disbursement Sub-Account. The agreement of Triple-A One to
        release the proceeds of Triple-A One Loans from the Disbursement
        Sub-Account is subject to the satisfaction of the following conditions
        precedent:

               (a) Representations and Warranties. Each of the representations
        and warranties made by Finco or the Seller in or pursuant to any of the
        Operative Documents shall be true and correct on and as of such date as
        if made on and as of such date.

               (b) Contract List. The Program Manager, Triple-A One and the
        Collateral Agent shall have received the Contract List relating to each
        Contract to be purchased with the proceeds of such Triple-A One Loan.

               (c) Officer's Certificates. The Program Manager and Triple-A One
        shall have received an Officer's Certificate from Finco, dated the date
        the proceeds of such Triple-A One Loan are requested to be disbursed
        from the Disbursement Sub-Account, executed by the president, the chief
        financial officer, the chief executive officer or any executive vice
        president, in the form of Exhibit E hereto. Finco shall have received
        from the Seller an Officer's Certificate, dated the date the proceeds of
        such Triple-A One Loan are requested to be disbursed from the
        Distribution Sub-Account, in the form of Exhibit C to the Sale
        Agreement, and shall have delivered such Certificate to the Program
        Manager and Triple-A One.

               (d) Additional Documents. The Program Manager, the Collateral
        Agent and Triple-A One shall have received each additional document,
        instrument, legal opinion or item of information reasonably requested by
        Triple-A One, the Collateral Agent or the Program Manager in respect of
        any aspect or consequence of the transactions contemplated hereby or by
        any other Operative Document.


                                       13
<PAGE>

               (e) Additional Matters. All corporate and other proceedings,
        documents, instruments and legal matters specified in Section 4 hereof,
        or required after the date hereof, shall be satisfactory in form and
        substance to Triple-A One, the Program Manager and the Collateral Agent.

               (f) Borrowing Base. No Borrowing Base Deficiency shall exist on
        the day of the release of funds from the Disbursement Sub-Account as
        reported on the Daily Report.

               (g) Contract Files. A File relating to each Contract to be
        purchased with the proceeds of such Triple-A One Loan shall have been
        delivered by the Seller to the Servicer to be held by the Servicer or
        its agent for the benefit of the Collateral Agent (for the benefit of
        the holders of the Obligations) in secure, segregated fireproof
        facilities; provided, however, that so long as MBIA is the Surety
        Provider with respect to this Program and all other warehouse financing
        facilities and other financings secured by Contracts entered into by
        Finco and any other special purpose subsidiary of Onyx, the Files may be
        stored in the same facilities on an unsegregated basis with all other
        files of Finco and such other special purpose subsidiaries; provided
        further, however, that the computer files maintained by the Servicer
        shall contain information allowing the Files to be readily identifiable
        (by notation, segregation or otherwise) from files of Onyx, Onyx
        Acceptance Receivables Corporation and any other Affiliate or subsidiary
        thereof.

               (h) Lien Certificate; Other Actions. The Program Manager and the
        Surety Provider shall have received a certificate of a Responsible
        Officer of each of the Seller and Finco to the effect that the Purchased
        Contracts are not subject to any Lien, except Liens created by the
        Operative Documents. Any filings and other actions described in the last
        sentence of Section 4.1(g) with respect to the Contracts to be purchased
        with the proceeds of such Triple-A One Loan in order to perfect the
        ownership interest of Finco, and the first priority perfected security
        interest of the Collateral Agent for the benefit of the holders of the
        Obligations therein shall have been duly made or effected, and the
        Program Manager and the Surety Provider shall have received evidence
        thereof.

               (i) Interest Rate Hedges. The Program Manager and the Surety
        Provider shall have received evidence, in form and substance
        satisfactory to each, that Finco has entered into Interest Rate Hedge
        Mechanisms to the extent required by, and satisfying the requirements
        of, Section 5.14 (together with, with respect to any Interest Rate Hedge
        Mechanism entered into after the date hereof, an Interest Rate Hedge
        Assignment Acknowledgment duly executed by the counterparty thereto and
        concurrently delivered to the Program Manager and the Surety Provider).

               (j) Termination Date. The Termination Date shall not have
        occurred and the other requirements of Section 2.1 (determined as if
        such Triple-A One Loan were deemed to have been made on the date of such
        release) have been satisfied.

        Each release of the proceeds of Triple-A One Loans to Finco hereunder
shall constitute a representation and warranty by Finco as of the date of such
Triple-A One Loan that the conditions contained in this subsection 4.3 have been
satisfied.


                                       14
<PAGE>

                        SECTION 5. AFFIRMATIVE COVENANTS

        Finco hereby agrees that, so long as this Triple-A One Credit Agreement
remains in effect, Finco shall:

                      5.1. Financial Statements. Furnish to Triple-A One and the
        Program Manager:

               (a) as soon as available, but in any event within 90 days after
        the end of each fiscal year of Finco, a copy of the balance sheet as at
        the end of such year and the related statements of income and of cash
        flows for such year, setting forth in each case in comparative form the
        figures for the previous year, audited by PricewaterhouseCoopers LLP or
        other independent certified public accountants of nationally recognized
        standing; and

               (b) as soon as available, but in any event not later than 45 days
        after the end of each of the first eleven monthly periods of each fiscal
        year of Finco, the unaudited balance sheet of Finco as at the end of
        such monthly period and the related unaudited statements of income and
        of cash flows of Finco for such period and the portion of the fiscal
        year through the end of such period, setting forth in each case in
        comparative form the figures for the previous year, certified by a
        Responsible Officer as being fairly stated in all respects (subject to
        normal year-end audit adjustments);

        all such financial statements to be complete and correct in all respects
and to be prepared in detail and in accordance with GAAP (except for year-end
adjustments) applied consistently throughout the periods reflected therein and
with prior periods (except as approved by such accountants or officer, as the
case may be, and disclosed therein).

                      5.2. Certificates; Other Information. Furnish to Triple-A
        One and the Program Manager:

               (a) concurrently with the delivery of the financial statements
        referred to in subsection 5.1(a), a certificate of the independent
        certified public accountants reporting on such financial statements
        stating that in making its normal examination for purposes of its annual
        audit no knowledge was obtained of any Wind-Down Event or Unmatured
        Wind-Down Event, except as specified in such certificate;

               (b) concurrently with the delivery of the financial statements
        referred to in subsections 5.1(a) and 5.1(b), a certificate of a
        Responsible Officer stating that Finco during such period has observed
        or performed all of its covenants and other agreements, and satisfied
        every condition, contained in this Triple-A One Credit Agreement and the
        other Operative Documents to be observed, performed or satisfied by it,
        and that such Officer has obtained no knowledge of any Unmatured
        Wind-Down Event or Wind-Down Event, except as specified in such
        certificate;


                                       15
<PAGE>

               (c) within five Business Days after the same are sent, copies of
        all financial statements, reports and other communications that Finco
        may make to, or file or have with, the SEC or any state securities
        commission; and

               (d) promptly, such additional financial and other information as
        Triple-A One or the Program Manager may from time to time reasonably
        request.

                      5.3. Payment of Obligations. Pay, discharge or otherwise
        satisfy at or before maturity or before they become delinquent, as the
        case may be, all its obligations of whatever nature.

                      5.4. Conduct of Business and Maintenance of Existence.
        Continue to engage in business of the same type as now conducted by it
        and preserve, renew and keep in full force and effect its corporate
        existence and take all action to maintain all rights, privileges and
        franchises necessary in the normal conduct of its business; and comply
        in all material respects with all Contractual Obligations and
        Requirements of Law.

                      5.5. Maintenance of Property; Insurance. Keep all property
        useful and necessary in its business in good working order and
        condition; maintain, or cause to be maintained on its behalf, the
        Blanket Policy or other form of insurance acceptable to the Program
        Manager and, with financially sound and reputable insurance companies,
        insurance on all its property in at least such amounts and against at
        least such risks as are usually insured against in the same general area
        by companies engaged in the same or a similar business, and furnish to
        Triple-A One (with a copy to the Program Manager), at least annually,
        and otherwise upon written request, full information as to the insurance
        carried.

                      5.6. Inspection of Property; Files, Books and Records;
        Discussions. Keep proper books of records and account in which full,
        true and correct entries in conformity with GAAP and all Requirements of
        Law shall be made of all dealings and transactions in relation to its
        business and activities; and permit representatives of Triple-A One, the
        Collateral Agent, the Surety Provider and the Program Manager to visit
        and inspect any of its properties and examine and make abstracts from
        any of its books and records and the Files at any time and as often as
        may be desired on prior notice during normal business hours and to
        discuss the business, operations, properties and financial and other
        condition of Finco with officers and employees of Finco and with its
        independent certified public accountants.

                      5.7. Notices. Promptly give notice to Triple-A One and the
        Program Manager of:

               (a) the occurrence of any Wind-Down Event or Unmatured Wind-Down
        Event;


                                       16
<PAGE>

               (b) any (i) default or event of default by Finco under any
        Contractual Obligation of Finco or (ii) litigation, investigation or
        proceeding which may exist at any time affecting Finco; and

               (c) a material adverse change in the business, properties,
        assets, operations or condition (financial or otherwise) of Finco.

        Each notice pursuant to this Section 5.7 shall be accompanied by a
statement of a Responsible Officer setting forth details of the occurrence
referred to therein and stating what action Finco proposes to take with respect
thereto.

                      5.8. Delivery of Other Reports. Furnish, or instruct the
        Servicer to deliver any reports required to be delivered by Finco or the
        Servicer pursuant to any Operative Document to which Finco or the
        Servicer is a party or which Finco or the Servicer has signed.

                      5.9. Annual Certificate. Concurrently with the delivery,
        on account of each fiscal year, of the financial statements of Finco
        required to be delivered pursuant to subsection 5.1(a) hereof, furnish
        to Triple-A One, a certificate of a Responsible Officer of Finco to the
        effect that the facts upon which counsel to Finco relied in giving its
        legal opinion that the Seller and Finco would not be substantively
        consolidated for purposes of the Bankruptcy Code, have not changed so as
        to render such opinion no longer valid.

                      5.10. Further Assurances. Do such further acts and things
        and execute and deliver to Triple-A One or the Program Manager such
        assignments, agreements, powers and instruments as are required by
        Triple-A One or the Program Manager to carry into effect the purposes of
        this Triple-A One Credit Agreement and the other Operative Documents or
        to better assure and confirm unto Triple-A One or the Program Manager
        its rights, powers and remedies hereunder and under the other Operative
        Documents, including, without limitation, to obtain such consents and
        give such notices, and to file and record all such documents and
        instruments, and renew each such consent, notice, filing and
        recordation, at such time or times, in such manner and at such places,
        as may be necessary to preserve and protect the position of Triple-A
        One, the Collateral Agent, the Surety Provider and the Program Manager
        hereunder and under the other Operative Documents. This covenant shall
        survive the termination of this Triple-A One Credit Agreement.

                      5.11. Independent Director. Maintain at all times (except
        as noted hereafter in the event of death, incapacity, resignation or
        removal) at least two Independent Directors. An "Independent Director"
        shall be an individual who, except in his or her capacity as an
        Independent Director of Finco, is not at such time, and has not been
        during the two years immediately before such individual's appointment as
        an Independent Director, (i) a partner, director, officer, holder of any
        equity interest, significant customer, supplier, independent contractor,
        creditor or employee of Finco or its Affiliates; (ii) affiliated with
        Finco or its Affiliates or with a significant customer, supplier,
        creditor or independent contractor of Finco or its Affiliates; or (iii)
        a spouse,


                                       17
<PAGE>

        parent, sibling, or child of any person described by (i) or (ii) above;
        provided, however, that an individual shall not be deemed to be
        ineligible to be an Independent Director solely because such individual
        serves or has served in the capacity of an "independent director,"
        "independent trustee" or in a similar capacity for any "special purpose
        entity" formed by Onyx or any of its Affiliates. In the event of the
        death, incapacity, resignation or removal of any Independent Director or
        in the event that any director acting as an Independent Director shall
        cease to satisfy the eligibility conditions for an Independent Director,
        the board of directors of Finco shall promptly appoint a replacement
        Independent Director. The board of directors of Finco shall not vote on
        any matter requiring the vote of the Independent Directors under the
        certificate of incorporation of Finco unless at least two Independent
        Directors are then serving on the board of directors of Finco.

                      5.12. Instructions to Obligors. Instruct (or cause to be
        instructed) all Obligors to cause all Collections to be deposited
        directly into the Lock-Box.

                      5.13. Cooperation in Making Calculations. Cooperate with
        Triple-A One and the Program Manager at all times in the calculation of
        all formulas used in any Operative Document, including without
        limitation, deliver (or cause the Servicer to deliver) in written or
        electronic form, any and all data and other information necessary or
        required in the calculation of the Borrowing Base, Net Yield and Finco
        Expenses and all calculations necessary or required to perform such
        calculation. Finco hereby agrees to provide (or cause the Servicer to
        provide) all such information on or before each date, without prior
        request by Triple-A One or the Program Manager, such information or data
        is required to make any such calculation and to provide (or cause the
        Servicer to provide) such information and data in such form as may be
        immediately used by Triple-A One and the Program Manager without further
        interpretation or purchase or license of any software. Finco does hereby
        further agree that if it fails to provide (or cause the Servicer to
        provide) any such information or data as required in this subsection
        5.13, Triple-A One or the Program Manager may use any estimate of any
        amount or calculation that it, in its sole discretion, determines.

                      5.14. Interest Rate Hedge Mechanisms. Maintain or cause to
        be maintained at all times Interest Rate Hedge Mechanisms to cover
        amounts outstanding under this Agreement from time to time, satisfactory
        to Moody's, S&P, the Collateral Agent, the Surety Provider and the
        Program Manager. Upon the execution of each Interest Rate Hedge
        Mechanism, Finco shall deliver executed copies of such Interest Rate
        Hedge Mechanism to the Collateral Agent, the Surety Provider and the
        Program Manager.

                      5.15. Contract Files. Cause the Servicer (as Custodian for
        the Collateral Agent on behalf of the holders of the Obligations) or its
        agent to maintain continuous custody of the Files in secure, segregated
        fireproof facilities in accordance with the customary standards for such
        custody as certified by the Servicer to the Program Manager and the
        Collateral Agent; provided, however, that so long as MBIA is the Surety
        Provider with respect to this Program and all other warehouse financing
        facilities and other financings secured by Contracts entered into by
        Finco and any other special purpose


                                       18
<PAGE>

        subsidiary of Onyx, the Files may be stored in the same facilities on an
        unsegregated basis with all other files of Finco and such other special
        purpose subsidiaries; provided further however, that the computer files
        maintained by the Servicer shall contain information allowing the Files
        to be readily identifiable (by notation, segregation or otherwise) from
        files relating to Onyx, Onyx Acceptance Receivables Corporation and any
        Affiliate or subsidiary thereof.

                      5.16. Separate Existence. At all times:

               (a) maintain its own deposit account or accounts, separate from
        those of any Affiliate, with commercial banking institutions and, except
        as otherwise provided in the Operative Documents, ensure that its funds
        will not be diverted to any other Person or for other than its own
        corporate uses, nor will such funds be commingled with the funds of any
        Affiliate (other than funds deposited to the Clearing Account or the
        Lock-Box, which funds may be commingled for a period not exceeding two
        (2) Business Days);

               (b) to the extent that it shares the same officers or other
        employees as any of its Affiliates, the salaries of and the expenses
        related to providing benefits to such officers and other employees shall
        be fairly allocated among such entities, and each such entity shall bear
        its fair share of the salary and benefit costs associated with all such
        common officers and employees;

               (c) to the extent that it jointly contracts with any of its
        Affiliates to do business with vendors or service providers or to share
        overhead expenses, the costs incurred in so doing shall be allocated
        fairly among such entities, and each such entity shall bear its fair
        share of such costs. To the extent that it contracts or does business
        with vendors or service providers where the goods and services provided
        are partially for the benefit of any other Person, the costs incurred in
        so doing shall be fairly allocated to or among such entities for whose
        benefit the goods or services are provided, and each such entity shall
        bear its fair share of such costs;

               (d) enter into all material transactions with its Affiliates,
        whether currently existing or hereafter entered into, only on an arm's
        length basis, it being understood and agreed that the transactions
        contemplated in the Operative Documents meet the requirements of this
        paragraph (d);

               (e) maintain office space that is physically segregated from the
        office space of any of its Affiliates and, to the extent that it and any
        of its Affiliates have offices in the same location, there shall be a
        fair and appropriate allocation of overhead costs among them, and each
        such entity shall bear its fair share of such expenses;

               (f) conduct its affairs strictly in accordance with its
        certificate of incorporation and observe all necessary, appropriate and
        customary corporate formalities, including, but not limited to, separate
        stationery, holding all regular and special stockholders' and directors'
        meetings appropriate to authorize all corporate action, keeping separate
        and accurate minutes of its meetings, passing all resolutions or
        consents


                                       19
<PAGE>

        necessary to authorize actions taken or to be taken, and maintaining
        accurate and separate books, records, financial records and accounts,
        including, but not limited to, payroll and intercompany transaction
        accounts;

               (g) hold itself out as a separate entity, pay its own liabilities
        out of its own funds, and not assume or guarantee any of the liabilities
        of any of its Affiliates; and

               (h) take, or refrain from taking, as the case may be, all other
        actions that are necessary to be taken or not to be taken in order to
        comply with this Section 5.16.

                          SECTION 6. NEGATIVE COVENANTS

        Finco hereby agrees that, so long as this Triple-A One Credit Agreement
remains in effect, Finco shall not directly or indirectly (without the prior
written consent of the Program Manager):

                      6.1. Limitation on Debt. Create, incur, assume or suffer
        to exist any Debt, except indebtedness in respect of the Triple-A One
        Loans, the Triple-A One Note, and other obligations of Finco under the
        Operative Documents, including, without limitation, the Seller Note and
        the Subordinated Note.

                      6.2. Limitation on Liens. Create, incur, assume or suffer
        to exist any Lien upon any of its property, assets or revenues, whether
        now owned or hereafter acquired, except:

               (a) Liens for taxes not yet due;

               (b) Liens in favor of the Collateral Agent as provided in the
        Operative Documents; and

               (c) Liens in favor of the Seller securing the Subordinated Note.

                      6.3. Limitation on Fundamental Changes. Enter into any
        merger, consolidation or amalgamation, or liquidate, wind up or dissolve
        itself (or suffer any liquidation or dissolution), or convey, sell,
        lease, assign, transfer or otherwise dispose of, all or substantially
        all of its property, business or assets, or make any material change in
        its present method of conducting business.

                      6.4. Limitation on Sale of Assets. Convey, sell, lease,
        assign, transfer or otherwise dispose of any of its property, business
        or assets (including, without limitation, Contracts and leasehold
        interests), whether now owned or hereafter acquired, except as expressly
        permitted by the Operative Documents.

                      6.5. Purchased Contracts.

               (a) Sell, assign or otherwise encumber any Purchased Contract,
        except as expressly permitted by the Operative Documents; or


                                       20
<PAGE>

               (b) Cancel, terminate, amend, modify or waive any term or
        condition of any Purchased Contract (including the granting of rebates
        or adjustments with respect thereto), except in accordance with the
        Credit and Collection Policy.

                      6.6. Limitation on Dividends. Declare or pay any dividend
        on, or make any payment on account of, or set apart assets for a sinking
        or other analogous fund for, the purchase, redemption, defeasance,
        retirement or other acquisition of, any shares of any class of Capital
        Stock of Finco or any warrants or options to purchase any such Capital
        Stock, whether now or hereafter outstanding, or make any other
        distribution in respect thereof, either directly or indirectly, whether
        in cash or property or in obligations of Finco except (i) dividends
        payable solely in common stock of Finco, and (ii) payments pursuant to
        any agreement or other arrangement approved in writing by the Program
        Manager to share taxes of any affiliated, consolidated, unitary,
        combined or similar group including the Seller and Finco and (iii) cash
        dividends to the extent permitted by the Triple-A One Security
        Agreement, provided that after giving effect thereto no Wind-Down Event
        or Unmatured Wind-Down event shall have occurred and be continuing;
        provided, however, that Finco may dividend residual interest
        certificates from its securitization transactions to Onyx Acceptance
        Corporation.

                      6.7. Limitation on Capital Expenditures. Make or commit to
        make (by way of the acquisition of securities of a Person or otherwise)
        any expenditure in respect of the purchase or other acquisition of fixed
        or capital assets.

                      6.8. Limitation on Investments, Loans and Advances. Make
        any advance, loan, extension of credit or capital contribution to, or
        purchase any stock, bonds, notes, debentures or other securities of or
        any assets constituting a business unit of, or make any other investment
        in, any Person, except:

               (a) purchases of Contracts pursuant to the Sale Agreement; and

               (b) investments in Permitted Investments of funds, if any, on
        deposit in the Collection Account.

                      6.9. Transactions with Affiliates. Enter into any
        transaction, including, without limitation, any purchase, sale, lease or
        exchange of property or the rendering of any service, with any
        Affiliate, except for (i) Purchases, (ii) transactions expressly
        permitted by the Operative Documents and (iii) any agreement or other
        arrangement satisfactory to the Program Manager to share taxes of any
        affiliated, consolidated, unitary, combined or similar group including
        the Seller and Finco.

                      6.10. Sale and Leaseback. Enter into any arrangement with
        any Person providing for the leasing by Finco of real or personal
        property which has been or is to be sold or transferred by Finco to such
        Person or to any other Person to whom funds have been or are to be
        advanced by such Person on the security of such property or rental
        obligations of Finco.


                                       21
<PAGE>

                      6.11. Corporate Documents. Amend its certificate of
        incorporation or by-laws.

                      6.12. Capital Stock. Except as permitted by Section 6.6,
        issue any shares of Capital Stock in addition to the shares issued and
        paid for as of the Closing Date or permit during the term of this
        Triple-A One Credit Agreement any transfers of any shares of its capital
        stock.

                      6.13. Fiscal Year. Permit the fiscal year of Finco to end
        on a day other than December 31st.

                      6.14. Limitation on Negative Pledge Clauses. Enter into
        any agreement with any Person other than Triple-A One or the Program
        Manager pursuant to the Operative Documents which prohibits or limits
        the ability of Finco to create, incur, assume or suffer to exist any
        Lien upon any of its property, assets or revenues, whether now owned or
        hereafter acquired.

                      6.15. Activities of Finco. Engage in any business or
        activity of any kind or enter into any transaction or indenture,
        mortgage, instrument, agreement, contract, lease or other undertaking
        which is not directly related to the transactions contemplated and
        authorized hereby or by the other Operative Documents other than an
        agreement or other arrangement approved in writing by the Program
        Manager to share taxes of any affiliated, consolidated, unitary,
        combined or similar group including the Seller and Finco.

                      6.16.  Agreements.

               (a) Except for the Operative Documents and as expressly permitted
        by the Operative Documents, become a party to, or permit any of its
        properties to be bound by, any indenture, mortgage, instrument,
        contract, agreement, lease or other undertaking, or issue any power of
        attorney except to the Collateral Agent or, pursuant to the Sale
        Agreement, to the Servicer, or cancel, terminate, amend, supplement,
        modify or waive any of the provisions of the Sale Agreement or any other
        Operative Document or request, consent or agree to or suffer to exist or
        permit any such cancellation, termination, amendment, supplement,
        modification or waiver.

               (b) Permit the Seller or the Servicer to assign any of their
        respective rights or obligations under the Sale Agreement, except as
        expressly permitted by the Sale Agreement.

               (c) On any Determination Date, permit the sum of (i) the Face
        Amount of Outstanding Commercial Paper, (ii) the outstanding principal
        amount of Loans and (iii) accrued and unpaid Facilities Costs to exceed
        the Maximum Program Amount.

               (d) Permit the Servicer to change the forms of the Monthly
        Report, the Daily Report, the Annual Report or any other document
        required to be delivered by it pursuant to the Sale Agreement.


                                       22
<PAGE>

               (e) On any day, permit a Borrowing Base Deficiency to exist.

                      6.17. Bank Accounts. Move the Bank Accounts from the
        institution at which they are maintained on the date hereof.

                      6.18. Successor Servicer. Permit any change of Servicer,
        except in accordance with the Sale Agreement.

                      6.19.  Servicing of Contracts.

               (a) Permit any change in the method by which Collections are
        made, unless instructed to in writing by the Program Manager, in which
        case Finco shall cause the Servicer to implement any and all such
        changes as soon as practicable.

               (b) Permit the Servicer to amend, modify or otherwise change or
        agree to any amendment, modification or other change in the Credit and
        Collection Policy.

                      6.20. Prohibitions Regarding Subordinated Note. Make any
        payment or prepayment of, or purchase, redeem or otherwise acquire, or
        amend any provisions pertaining to the subordination or the terms of
        payment of, the Subordinated Note except as permitted by the terms of
        the Operative Documents.

                      6.21. Lock-Box Banks. Add or terminate any bank as a
        Lock-Box Bank from those delivering a Lock-Box Agreement in the form of
        Exhibit F hereto (a "Lock-Box Agreement"), or make any change in its
        instructions to Obligors regarding payments to be made to any Lock-Box
        Bank, unless the Collateral Agent shall have received notice of and
        approved such addition of any Lock-Box Bank, a Lock-Box Agreement in the
        form of Exhibit F hereto executed by Finco, the Collateral Agent and
        such Lock-Box Bank shall have been delivered to the Collateral Agent; or
        deposit or otherwise credit, or cause or permit to be so deposited or
        credited, Collections to any lock-box account except the Lock-Box, the
        Clearing Account and the Collection Account.

                      6.22. Contract Files. Transfer the Files to any Person
        other than the Servicer or its agent or permit the Files to be
        maintained at any location other than as set forth in the Sale
        Agreement, in fireproof facilities owned, leased or utilized by the
        Servicer as certified to the Collateral Agent and the Surety Provider.

                      SECTION 7. WIND-DOWN EVENTS; REMEDIES

        If a Wind-Down Event shall have occurred, the Triple-A One Commitment
shall terminate as of the Wind-Down Date. Upon the occurrence of a Wind-Down
Event, and upon the written instructions of the Program Manager, Finco shall
take such action or shall cause such action to be taken pursuant to any and all
Interest Rate Hedge Mechanisms and/or enter into any Hedge Agreement at the sole
expense of Finco promptly upon the request of the Program Manager. In addition,
the Program Manager shall be entitled to exercise any additional rights it


                                       23
<PAGE>

may have pursuant to the Operative Documents, including, without limitation, the
right to implement a Complete Servicing Transfer under the Sale Agreement, and
the right to redirect the payments of Obligors directly to the Program Manager
or such other Person that the Program Manager may designate..

                      SECTION 8. INVESTMENT MANAGEMENT

                      8.1. Directions to Triple-A One. Subject to subsection 8.3
        hereof, the Program Manager agrees that it will follow the directions of
        Finco, including all standing directions furnished to it by Finco, in
        the instances specified below and Triple-A One agrees that it will
        comply with such directions of Finco communicated to the Program
        Manager.

               (a) Finco shall notify the Program Manager of the Type, Interest
        Period (in the case of Eurodollar Loans), Maturity Date, amount and
        purpose of the Loans, to enable the Program Manager to give the Bank
        Agent the notice required pursuant to the Liquidity Agreement. Such
        notice shall be received by the Program Manager no later than 12:00 noon
        (New York City time) on the Borrowing Date, in the case of Base Rate
        Loans, and 12:00 noon (New York City time) three Working Days prior to
        the Borrowing Date in the case of Eurodollar Loans.

               (b) Finco shall notify the Program Manager of the amount, date of
        issue and maturity of Commercial Paper to be sold to enable the Program
        Manager to deliver any instructions required to be given pursuant to the
        Issuing and Paying Agreement. Such information shall be delivered to the
        Program Manager by 12:00 noon (New York City time) on the Business Day
        immediately preceding the date of issue of such Commercial Paper.

        In the event the Program Manager does not receive timely notice from
Finco, the parties hereto agree that the Program Manager shall instruct Triple-A
One to issue Commercial Paper or borrow under the Liquidity Agreement and
Triple-A One shall comply therewith on such terms as the Program Manager
determines in its sole discretion.

                      8.2. Permitted Investments Finco shall notify the Program
        Manager of the type and maturity of Permitted Investments into which the
        funds in the Collection Account shall be invested. Such notice shall be
        received by the Program Manager no later than 10:00 A.M. (New York City
        time) on each Business Day.

                      8.3. Conditions. Neither the Program Manager nor Triple-A
        One shall be obligated to comply with the directions of Finco (including
        all standing directions furnished to it by Finco) given pursuant to
        subsection 8.1(b) hereof in any of the following instances:

               (a) the maturity date of the Commercial Paper directed to be sold
        would occur after the Scheduled Maturity Date; or


                                       24
<PAGE>

               (b) such directions could result in Triple-A One issuing
        commercial paper in violation of the Issuing and Paying Agreement; or

               (c) such directions do not provide the best execution (including,
        without limitation, the discount applicable to, or the maturity of, the
        Commercial Paper directed to be sold) of the Commercial Paper to be
        sold, as determined by the Program Manager in its sole discretion; or

               (d) market conditions exist (as determined by the Program Manager
        in its sole discretion) that prevent the execution of Finco's request to
        issue Commercial Paper.

                         SECTION 9. THE PROGRAM MANAGER

               (a) The Program Manager agrees (i) that it will not reduce the
        Liquidity Commitments pursuant to subsection 2.6 of the Liquidity
        Agreement below the Triple-A One Commitments then in effect and, (ii) in
        the event that the Triple-A One Commitment is reduced pursuant to
        Section 2.8 of this Triple-A One Credit Agreement, to reduce the
        Liquidity Commitments by an equivalent amount, pursuant to subsection
        2.6 of the Liquidity Agreement.

               (b) The Program Manager agrees that it shall cause Triple-A One
        to use its best efforts to sell Commercial Paper so long as either (A)
        each of the Banks has a short-term debt rating equal to A-1 and P-1 or
        (B) if any Bank has a lower short-term debt rating, the sale of
        Commercial Paper will not cause Triple-A One's short-term rating by
        Moody's or S&P to fall below A-1 and P-1. Except as set forth in clause
        (B), the parties hereto agree that if any Bank's short-term debt rating
        falls below A-1 and P-1, neither the Program Manager, Triple-A One, nor
        any of their Affiliates shall have any obligation to issue or cause to
        be issued Commercial Paper. The Program Manager agrees that it will use
        commercially reasonable efforts to replace a downgraded Bank.

               (c) Neither the Program Manager nor any of its officers,
        directors, employees, agents, attorneys-in-fact or Affiliates shall be
        liable for any action lawfully taken or omitted to be taken by it in
        connection with this Triple-A One Credit Agreement or any other
        Operative Document (except for its or such Person's own gross negligence
        or willful misconduct).

               (d) The Program Manager shall be entitled to rely, and shall be
        fully protected in relying, upon any note, writing, resolution, notice,
        consent, certificate, affidavit, letter, cablegram, telegram, telecopy,
        telex or teletype message, statement, order or other document or
        conversation believed by it to be genuine and correct and to have been
        signed, sent or made by the proper Person or Persons and upon advice and
        statements of legal counsel (including, without limitation, counsel to
        the Seller, the Servicer or Finco) independent accountants and other
        experts selected by the Program Manager.

               (e) The Program Manager agrees to notify Moody's and S&P of (i)
        each amendment entered into with respect to any Operative Document, (ii)
        any payment


                                       25
<PAGE>

        default by Triple-A One under the Liquidity Agreement or by the Surety
        Provider under a Surety Bond and (iii) the termination of the Triple-A
        One Commitment.

                            SECTION 10. MISCELLANEOUS

                      10.1. Amendments and Waivers. None of this Triple-A One
        Credit Agreement, the Triple-A One Note, any other Operative Document to
        which Triple-A One, the Collateral Agent, the Program Manager or Finco
        is a party, nor any terms hereof or thereof may be amended, supplemented
        or modified except in accordance with the provisions of this subsection.
        Triple-A One, the Program Manager, the Surety Provider, the Collateral
        Agent and Finco may, from time to time, enter into written amendments,
        supplements or modifications hereto and to the Triple-A One Note and the
        other Operative Documents to which they are parties for the purpose of
        adding any provisions to this Triple-A One Credit Agreement or the
        Triple-A One Note or such other Operative Documents or changing in any
        manner the rights of Triple-A One, the Program Manager, the Surety
        Provider, the Collateral Agent or Finco hereunder or thereunder and, in
        addition, waiving, on such terms and conditions as Triple-A One, the
        Program Manager, the Surety Provider, or the Collateral Agent may
        specify in such instrument, any of the requirements of this Triple-A One
        Credit Agreement or the Triple-A One Note or such other Operative
        Documents or any Unmatured Wind-Down Event or Wind-Down Event and its
        consequences. The foregoing notwithstanding, no waiver of paragraph (o)
        of the definition of Wind-Down Event shall in any case be effective for
        more than 15 days. Any such waiver and any such amendment, supplement or
        modification shall be binding upon Triple-A One, the Program Manager,
        the Surety Provider, the Collateral Agent and all future holders of the
        Triple-A One Note, and each of S&P and Moody's shall receive notice
        thereof. In the case of any waiver, Triple-A One, the Program Manager,
        the Surety Provider, the Collateral Agent and Finco shall be restored to
        their former position and rights hereunder and under the Triple-A One
        Note and any other Operative Documents to which they are parties, and
        any Unmatured Wind-Down Event or Wind-Down Event waived shall be deemed
        to be cured and not continuing; but no such waiver shall extend to any
        subsequent or other Unmatured Wind-Down Event or Wind-Down Event, or
        impair any right consequent thereon.

                      10.2. Notices. Except where telephonic instructions or
        notices are authorized herein to be given, all notices, demands,
        instructions and other communications required or permitted to be given
        to or made upon any party hereto shall be in writing and shall be
        personally delivered or sent by overnight courier service, or by
        registered, certified or express mail, postage prepaid, return receipt
        requested, or by facsimile copy, or telegram (with messenger delivery
        specified in the case of a telegram) and shall be deemed to be delivered
        for purposes of this Triple-A One Credit Agreement on: (a) the second
        Business Day following the day on which such notice was placed in the
        custody of the United States Postal Service, (b) the next Business Day
        following the day on which such notice was placed in the custody of any
        overnight courier service, including express mail service or (c) the
        same Business Day on which such notice is sent


                                       26
<PAGE>

        by telegram, messenger or facsimile. Unless otherwise specified in a
        notice sent or delivered in accordance with the foregoing provisions of
        this subsection, notices, demands, instructions and other communications
        in writing shall be given to or made upon the respective parties hereto
        at their respective addresses (or to their respective facsimile numbers)
        indicated below, and, in the case of telephonic instructions or notices,
        by calling the telephone number or numbers indicated for such party
        below:

        If to Finco:                  Onyx Acceptance Financial Corporation
                                      27051 Towne Centre Drive, Suite 200
                                      Foothill Ranch, California 92610
                                      Attention: Chief Financial Officer
                                      Tel. No.: (949) 465-3505
                                      Telecopier No.: (949) 465-3530

        If to the Seller:             Onyx Acceptance Corporation
                                      27051 Towne Centre Drive, Suite 100
                                      Foothill Ranch, California 92610
                                      Attention: Executive Vice President
                                      and Chief Financial Officer
                                      Tel. No.: (949) 465-3505
                                      Telecopier No.: (949) 465-3992

        If to the Program Manager:    CapMAC Financial Services, Inc.
                                      113 King Street
                                      Armonk, New York  10504
                                      Attention:  Insured Portfolio Management,
                                      Structured Finance
                                      Tel. No.: (914) 273-4545
                                      Telecopier No.: (914) 765-3131

        If to Triple-A One:           Triple-A One Funding Corporation
                                      c/o MBIA Insurance Corporation,
                                      as Administrative Agent
                                      113 King Street
                                      Armonk, New York, 10504
                                      Attention: Insured Portfolio Management,
                                      Structured Finance
                                      Tel. No.: (914) 273-4545
                                      Telecopier No.: (914) 765-3131

        A copy of any notice delivered to or required to be sent by Finco
hereunder shall be sent by Finco to the holder of the Subordinated Note.

                      10.3. No Waiver; Cumulative Remedies. No failure to
        exercise and no delay in exercising, on the part of Triple-A One or the
        Collateral Agent any right, remedy, power or privilege hereunder or
        under any of the other Operative Documents shall operate


                                       27
<PAGE>

        as a waiver thereof; nor shall any single or partial exercise of any
        right, remedy, power or privilege hereunder preclude any other or
        further exercise thereof or the exercise of any other right, remedy,
        power or privilege. The rights, remedies, powers and privileges provided
        herein and in the other Operative Documents are cumulative and not
        exclusive of any rights, remedies, powers and privileges provided by
        law.

                      10.4. Survival of Representations and Warranties. All
        representations and warranties made hereunder and in any document,
        certificate or statement delivered pursuant hereto or in connection
        herewith shall survive the execution and delivery of this Triple-A One
        Credit Agreement and the Triple-A One Note.

                      10.5. Payment of Expenses and Taxes. Finco agrees, on
        demand, to (a) pay or reimburse Triple-A One, the Program Manager, the
        Surety Provider and the Collateral Agent for all its reasonable
        out-of-pocket costs and expenses incurred in connection with the
        preparation, execution, delivery and administration of, and any
        amendment, supplement or modification to, this Triple-A One Credit
        Agreement, the Triple-A One Note and the other Operative Documents and
        any other documents prepared in connection herewith or therewith, and
        the consummation of the transactions contemplated hereby and thereby,
        including, without limitation, any and all collateral audit fees, the
        reasonable fees and disbursements of counsel to Triple-A One, the
        Program Manager, the Surety Provider and the Collateral Agent, (b) pay
        or reimburse Triple-A One, the Program Manager, the Surety Provider and
        the Collateral Agent for all their costs and expenses incurred in
        connection with the enforcement or preservation of any rights under this
        Triple-A One Credit Agreement, the Triple-A One Note, the other
        Operative Documents and any such other documents, including, without
        limitation, reasonable fees and disbursements of counsel to Triple-A
        One, the Program Manager, the Surety Provider and the Collateral Agent
        and (c) pay, indemnify, and hold Triple-A One, the Program Manager, the
        Surety Provider and the Collateral Agent harmless from, any and all
        recording and filing fees and any and all liabilities with respect to,
        or resulting from any delay in paying, any registration tax, stamp, duty
        and other similar taxes or duties, if any, which may be payable or
        determined to be payable in connection with the execution and delivery
        of, or consummation of any of the transactions contemplated by, or any
        amendment, supplement or modification of, or any waiver or consent under
        or in respect of, this Triple-A One Credit Agreement, the Triple-A One
        Note, the other Operative Documents and any such other documents, and
        (d) pay, indemnify, and hold Triple-A One, the Program Manager, the
        Surety Provider and the Collateral Agent harmless from and against any
        and all other liabilities, obligations, losses, damages, penalties,
        actions, judgments, suits, costs, expenses or disbursements of any kind
        or nature whatsoever with respect to the execution, delivery,
        enforcement, performance and administration of this Triple-A One Credit
        Agreement, the Triple-A One Note and the other Operative Documents, (all
        the foregoing, collectively, the "indemnified liabilities"), provided
        that Finco has no obligation hereunder to the Program Manager, the
        Collateral Agent, the Surety Provider or Triple-A One with respect to
        indemnified liabilities arising from the gross negligence or willful
        misconduct of the Program Manager, the Collateral Agent, the Surety
        Provider or Triple-A One. Notwithstanding the foregoing, if Triple-A One
        enters into agreements with one or more other borrowers ("Other
        Borrowers"),


                                       28
<PAGE>

        Triple-A One shall allocate such indemnified liabilities which are
        attributable to Finco and to the Other Borrowers to Finco and to each
        Other Borrower; provided, however, that if such indemnified liabilities
        are attributable to Finco and not attributable to any Other Borrower,
        Finco shall be solely liable for such indemnified liabilities or if such
        indemnified liabilities are attributable to Other Borrowers and not
        attributable to Finco, such Other Borrowers shall be solely liable for
        such indemnified liabilities. The agreements in this subsection shall
        survive repayment of the Triple-A One Note and all other amounts payable
        hereunder.

                      10.6. Successors and Assigns; Participations.

               (a) This Triple-A One Credit Agreement shall be binding upon and
        inure to the benefit of Finco, Triple-A One, the Program Manager, the
        Surety Provider (as a third party beneficiary) and the Collateral Agent
        and all future holders of the Triple-A One Note and their respective
        successors and assigns, except that Finco may not assign or transfer any
        of its rights or obligations under this Triple-A One Credit Agreement
        and Triple-A One may not assign or transfer any of its rights or
        obligations under this Triple-A One Credit Agreement without the prior
        consent of Finco, which consent shall not unreasonably be withheld.

               (b) Triple-A One may, in accordance with applicable law, at any
        time sell to one or more banks or other entities ("Participants")
        participating interests in any Triple-A One Loan owing to it, the
        Triple-A One Note, the Triple-A One Commitment or any other interest of
        Triple-A One hereunder and under the other Operative Documents. In the
        event of any such sale by Triple-A One of participating interests to a
        Participant, Triple-A One's obligations under this Triple-A One Credit
        Agreement to the other parties hereto shall remain unchanged, Triple-A
        One shall remain solely responsible for the performance thereof,
        Triple-A One shall remain the holder of the Triple-A One Note for all
        purposes under this Triple-A One Credit Agreement and the other
        Operative Documents, and Finco shall continue to deal solely and
        directly with Triple-A One in connection with Triple-A One's rights and
        obligations under this Triple-A One Credit Agreement and the other
        Operative Documents. Finco agrees that if amounts outstanding under this
        Triple-A One Credit Agreement and the Triple-A One Note are due and
        unpaid, or shall have been declared or shall have become due and payable
        upon the occurrence of the Wind-Down Date, each Participant shall be
        deemed to have the right of setoff in respect of its participating
        interest in amounts owing under this Triple-A One Credit Agreement and
        the Triple-A One Note to the same extent as if the amount of its
        participating interest were owing directly to it under this Triple-A One
        Credit Agreement or the Triple-A One Note. Finco also agrees that each
        Participant shall be entitled to the benefits of subsection 2.9 and 10.5
        with respect to its participation in the Triple-A One Commitment and the
        Triple-A One Loans outstanding from time to time; provided, that no
        Participant shall be entitled to receive any greater amount pursuant to
        such subsections than Triple-A One would have been entitled to receive
        in respect of the amount of the participation transferred by Triple-A
        One to such Participant had no such transfer occurred.


                                       29
<PAGE>

               (c) Subject to the terms and conditions of Section 10.17, Finco
        authorizes Triple-A One to disclose to any Participant and any
        prospective Participant any and all financial information in its
        possession concerning the Seller, Finco and their Affiliates which has
        been delivered to it by or on behalf of such Person pursuant to this
        Triple-A One Credit Agreement or which has been delivered to it by or on
        behalf of such Person in connection with its credit evaluation of the
        Seller, Finco and their Affiliates prior to becoming a party to this
        Triple-A One Credit Agreement. Each Participant shall agree in writing
        that it shall be bound by the provisions applicable to the Program
        Manager set forth in Section 10.17.

               (d) If, pursuant to this subsection 10.6, any interest in this
        Triple-A One Credit Agreement or the Triple-A One Note is transferred or
        assigned to any Participant or assignee which is organized under the
        laws of any jurisdiction other than the United States or any state
        thereof or the District of Columbia, Triple-A One shall cause such
        Participant or assignee, as a condition to the effectiveness of such
        transfer, (i) to represent to Triple-A One and Finco that under
        applicable law and treaties then in effect no taxes will be required to
        be withheld by Finco or Triple-A One with respect to any payments to be
        made to such Participant or assignee in respect of the Triple-A One
        Loans, (ii) to furnish to Finco and Triple-A One two copies of either
        IRS Form W-8ECI (or any successor form) or IRS Form W-8BEN (or any
        successor form) (wherein such Participant or assignee claims entitlement
        to complete exemption from United States federal withholding tax on all
        interest payments hereunder) and IRS Form W-9 (or any successor form)
        (wherein such Participant or assignee claims an exemption from United
        States backup withholding tax) and (iii) to agree (for the benefit of
        Triple-A One and Finco) timely to provide Triple-A One and Finco two
        copies of a new IRS Form W-8ECI (or any successor form) or IRS Form
        W-8BEN (or any successor form) and a new IRS Form W-9 upon the
        expiration or obsolescence of any previously delivered form and
        comparable statements in accordance with and if permitted under
        applicable United States laws and regulations then in effect duly
        executed and completed by such Participant or assignee, and to comply
        from time to time with all applicable United States laws and regulations
        with regard to such withholding tax exemption, unless, in any such case,
        an event (including, without limitation, any change in treaty, law or
        regulation) has occurred after the date hereof and prior to the date on
        which any such delivery would otherwise be required which renders all
        such forms inapplicable or which would prevent such Participant or
        assignee from duly completing and delivering any such form with respect
        to it, and such Participant or assignee so advises Finco and Triple-A
        One. Each such Participant or assignee so organized shall certify (i) in
        the case of an IRS Form W-8ECI or Form W-8BEN, that it is entitled to
        receive payments under this Agreement and the Triple-A One Note without
        deduction or withholding of any United States federal income taxes and
        (ii) in the case of an IRS Form W-9, that it is entitled to an exemption
        from United States backup withholding tax.

               (e) Triple-A One shall not grant to any Participant the right to
        consent to any amendment or waiver entered into in accordance with
        subsection 10.1 except for any such amendment or waiver which would
        increase the Triple-A One Commitment, or reduce


                                       30
<PAGE>

        the amount or extend the due date of any principal of or interest on the
        Triple-A One Note.

                      10.7. Termination. This Triple-A One Credit Agreement
        shall terminate following the Commitment Termination Date upon payment
        in full of all outstanding obligations, including, without limitation,
        principal, interest and other amounts due hereunder and under the
        Operative Documents which are payable on such date.

                      10.8. Counterparts. This Triple-A One Credit Agreement may
        be executed by one or more of the parties to this Triple-A One Credit
        Agreement on any number of separate counterparts, and all of said
        counterparts taken together shall be deemed to constitute one and the
        same instrument.

                      10.9. Severability. Any provision of this Triple-A One
        Credit Agreement which is prohibited or unenforceable in any
        jurisdiction shall, as to such jurisdiction, be ineffective to the
        extent of such prohibition or unenforceability without invalidating the
        remaining provisions hereof, and any such prohibition or
        unenforceability in any jurisdiction shall not invalidate or render
        unenforceable such provision in any other jurisdiction.

                      10.10. Integration. This Triple-A One Credit Agreement
        represents the agreement of Finco, Triple-A One, the Program Manager and
        the Collateral Agent with respect to the subject matter hereof, and
        there are no promises, undertakings, representations or warranties by
        Triple-A One, the Program Manager or the Collateral Agent relative to
        the subject matter hereof not expressly set forth or referred to herein
        or in the other Operative Documents.

                      10.11. GOVERNING LAW. THIS TRIPLE-A ONE CREDIT AGREEMENT
        AND THE TRIPLE-A ONE NOTE AND THE RIGHTS AND OBLIGATIONS OF THE PARTIES
        UNDER THIS TRIPLE-A ONE CREDIT AGREEMENT AND THE TRIPLE-A ONE NOTE SHALL
        BE GOVERNED BY, AND CONSTRUED AND INTERPRETED IN ACCORDANCE WITH, THE
        LAW OF THE STATE OF NEW YORK WITHOUT REGARD TO CONFLICT OF LAWS
        PRINCIPLES WHICH MAY REQUIRE THE APPLICATION OF THE LAWS OF ANY OTHER
        JURISDICTION.

                      10.12. SUBMISSION TO JURISDICTION; WAIVERS. EACH PARTY
        HERETO HEREBY IRREVOCABLY AND UNCONDITIONALLY:

               (a) SUBMITS FOR ITSELF AND ITS PROPERTY IN ANY LEGAL ACTION OR
        PROCEEDING RELATING TO THIS TRIPLE-A ONE CREDIT AGREEMENT AND THE OTHER
        OPERATIVE DOCUMENTS TO WHICH IT IS A PARTY, OR FOR RECOGNITION AND
        ENFORCEMENT OF ANY JUDGMENT IN RESPECT THEREOF, TO THE NON-EXCLUSIVE
        GENERAL JURISDICTION OF THE COURTS OF THE STATE OF NEW YORK, THE COURTS
        OF THE UNITED STATES OF AMERICA FOR THE SOUTHERN


                                       31
<PAGE>

        DISTRICT OF NEW YORK, AND APPELLATE COURTS FROM ANY THEREOF;

               (b) CONSENTS THAT ANY SUCH ACTION OR PROCEEDING MAY BE BROUGHT IN
        SUCH COURTS AND WAIVES ANY OBJECTION THAT IT MAY NOW OR HEREAFTER HAVE
        TO THE VENUE OF ANY SUCH ACTION OR PROCEEDING IN ANY SUCH COURT OR THAT
        SUCH ACTION OR PROCEEDING WAS BROUGHT IN AN INCONVENIENT COURT AND
        AGREES NOT TO PLEAD OR CLAIM THE SAME;

               (c) AGREES THAT SERVICE OF PROCESS IN ANY SUCH ACTION OR
        PROCEEDING MAY BE EFFECTED BY MAILING A COPY THEREOF BY REGISTERED OR
        CERTIFIED MAIL (OR ANY SUBSTANTIALLY SIMILAR FORM OF MAIL), POSTAGE
        PREPAID, TO ITS ADDRESS SET FORTH IN SUBSECTION 10.2 OR AT SUCH OTHER
        ADDRESS OF WHICH ALL OF THE OTHER PARTIES HERETO SHALL HAVE BEEN
        NOTIFIED PURSUANT THERETO;

               (d) WAIVES, TO THE MAXIMUM EXTENT NOT PROHIBITED BY LAW, ANY
        RIGHT IT MAY HAVE TO CLAIM OR RECOVER IN ANY LEGAL ACTION OR PROCEEDING
        REFERRED TO IN THIS SUBSECTION ANY SPECIAL, EXEMPLARY, PUNITIVE OR
        CONSEQUENTIAL DAMAGES.

                      10.13. Acknowledgments. Finco hereby acknowledges that:

               (a) it has been advised by counsel in the negotiation, execution
        and delivery of this Triple-A One Credit Agreement, the Triple-A One
        Note and the other Operative Documents;

               (b) neither Triple-A One, the Surety Provider, the Program
        Manager nor the Collateral Agent has any fiduciary relationship to
        Finco, and the relationship between Triple-A One and Finco is solely
        that of debtor and creditor;

               (c) no joint venture exists between Finco and Triple-A One; and

               (d) the Triple-A One Note will be pledged to the Bank Collateral
        Agent pursuant to the Note Pledge Agreement.

                      10.14. WAIVER OF JURY TRIAL. EACH PARTY HERETO HEREBY
        IRREVOCABLY AND UNCONDITIONALLY WAIVES TRIAL BY JURY IN ANY LEGAL ACTION
        OR PROCEEDING RELATING TO THIS TRIPLE-A ONE CREDIT AGREEMENT OR THE
        TRIPLE-A ONE NOTE OR ANY OTHER OPERATIVE DOCUMENT AND FOR ANY
        COUNTERCLAIM THEREIN.

                      10.15. No Bankruptcy Petition Against Triple-A One. Each
        of the parties hereto covenants and agrees that it will not institute
        against, or join with or knowingly


                                       32
<PAGE>

        cooperate or encourage any other Person in instituting against, Triple-A
        One any bankruptcy, reorganization, arrangement, insolvency or
        liquidation proceedings, or other proceedings under any federal or state
        bankruptcy or similar law. Each of the parties hereto covenants and
        agrees that it will not institute against, or join with or knowingly
        cooperate or encourage any other Person in instituting against, Finco
        any bankruptcy, reorganization, arrangement, insolvency or liquidation
        proceedings, or other proceedings under any federal or state bankruptcy
        or similar law. This Section 10.15 shall survive the termination of this
        Agreement and the Program.

                      10.16. Triple-A One's Credit Decision. Triple-A One
        acknowledges that it has, independently and without reliance upon the
        Program Manager, the Surety Provider or any of their Affiliates and
        based on the financial statements referred to in Section 3.1(a) hereof
        and Section 4.1(e) of the Sale Agreement and such other documents and
        information as it has deemed appropriate, made its own credit analysis
        and decision to enter into this Triple-A One Credit Agreement and,
        subject to the conditions set forth in this Triple-A One Credit
        Agreement, to make Triple-A One Loans hereunder. Triple-A One also
        acknowledges that it will, independently and without reliance upon the
        Program Manager, the Surety Provider or any of their Affiliates and
        based on such documents and information as it shall deem appropriate at
        the time, continue to make its own credit decisions in taking or not
        taking action under this Triple-A One Credit Agreement.

                      10.17 Confidentiality.

               (a) Finco shall maintain, and shall cause each officer, employee
        and agent of itself and its Affiliates to maintain, the confidentiality
        of the Operative Documents and all other confidential proprietary
        information with respect to Triple-A One, the Program Manager and the
        Surety Provider and each of their respective businesses obtained by them
        in connection with the structuring, negotiation and execution of the
        transactions contemplated herein and in the other Operative Documents,
        except for information that has become publicly available or information
        disclosed (x) to legal counsel, accountants and other professional
        advisors to Finco and its Affiliates, (y) as required by law,
        regulation, subpoena or other legal process or (z) in connection with
        any legal or regulatory proceeding to which Finco or any of its
        Affiliates is subject. Finco hereby consents to the disclosure of any
        non-public information with respect to it received by Triple-A One, the
        Program Manager and the Surety Provider (or any of their respective
        Affiliates) to (i) any of Triple-A One, the Program Manager and the
        Surety Provider (or any of their respective Affiliates), (ii) any
        nationally recognized rating agency providing a rating or proposing to
        provide a rating to Triple-A One's Commercial Paper, (iii) any provider
        of Triple-A One's program-wide liquidity or credit support facilities,
        (iv) any potential Bank or (v) any participant or potential participant
        (which Person, in the case of clauses (iii) - (v), agrees in writing to
        be bound by the confidentiality provisions of this Section 10.17).

               (b) Notwithstanding the foregoing, each of the Surety Provider,
        Triple-A One and the Program Manager shall maintain, and shall cause
        each officer, employee and


                                       33
<PAGE>

        agent of itself and its Affiliates to maintain, the confidentiality of
        the Operative Documents and all other confidential proprietary
        information with respect to Finco and its Affiliates and each of their
        respective businesses obtained by them in connection with the
        structuring, negotiation and execution of the transactions contemplated
        herein and in the other Operative Documents, except for information that
        has become publicly available or information disclosed (i) to legal
        counsel, accountants, reinsurers and other professional advisors to the
        Surety Provider, Triple-A One and the Program Manager and their
        Affiliates, (ii) as required by law, regulation, subpoena or other legal
        process, or at the express direction of any other agency of any state or
        any other jurisdiction in which it conducts business or (iii) at the
        request of any regulatory authority, in connection with an examination
        by any regulatory authority or in connection with any legal or
        regulatory proceeding to which the Surety Provider, Triple-A One and the
        Program Manager or any of their Affiliates is subject.

               (c) The foregoing confidentiality provisions shall survive the
        termination of this Agreement and the Program.

               (d) Each of the parties hereto agrees and acknowledges the
        termination as of the date hereof of the Confidentiality Agreement,
        dated as of September 4, 1994, among Triple-A One, CapMAC, CapMAC
        Financial Services, Inc., the Bank Agent, the Seller and Finco, as the
        same may have been amended, supplemented or otherwise modified from time
        to time.




                                       34
<PAGE>

        IN WITNESS WHEREOF, the parties hereto have caused this Triple-A One
Credit Agreement to be duly executed and delivered in New York, New York by
their proper and duly authorized officers as of the day and year first above
written.

                                        ONYX ACCEPTANCE FINANCIAL
                                        CORPORATION


                                        By:_________________________________
                                        Name:
                                        Title:


                                        TRIPLE-A ONE FUNDING CORPORATION
                                        By: MBIA Insurance Corporation,
                                              its attorney in fact


                                        By:_________________________________
                                        Name:
                                        Title:


                                        CAPMAC FINANCIAL SERVICES, INC.,
                                        as Program Manager


                                        By:_________________________________
                                        Name:
                                        Title:


                                        CAPITAL MARKETS ASSURANCE
                                        CORPORATION,
                                        as Collateral Agent


                                        By:_________________________________
                                        Name:
                                        Title:


                                       35
<PAGE>

AGREED TO AND ACKNOWLEDGED:


ONYX ACCEPTANCE CORPORATION,
as Seller and holder of the Subordinated Note


By: __________________________________
Name:
Title:








                                       36
<PAGE>

                                    EXHIBIT A


                               [DEFINITIONS LIST]










                                    See TAB 1

<PAGE>

                                    EXHIBIT B

                           [FORM OF TRIPLE-A ONE NOTE]


$[         ]                                                  New York, New York


               FOR VALUE RECEIVED, the undersigned, Onyx Acceptance Financial
Corporation, a Delaware corporation ("Finco"), promises to pay to the order of
Triple-A One Funding Corporation ("Triple A One"), on the date specified in
Section 2.2 of the Triple-A One Credit Agreement hereinafter referred to, at the
office of Triple-A One at c/o MBIA Insurance Corporation, as administrative
agent, 113 King Street, Armonk, New York 10504, in lawful money of the United
States of America and in immediately available funds, the principal amount of [
] $[ ], or, if less, the aggregate unpaid principal amount of all Triple-A One
Loans made by Triple-A One to Finco pursuant to the Triple-A One Credit
Agreement, and to pay interest at such office, in like money, from the date
hereof on the unpaid principal amount of such Triple-A One Loans from time to
time outstanding at the rates and on the dates specified in Section 2.5 of the
Triple-A One Credit Agreement.

               Triple-A One is authorized to record, on the schedule annexed
hereto and made a part hereof or on other appropriate records of Triple-A One,
the date and amount of each Triple-A One Loan made by Triple-A One, each
continuation thereof, the interest rate from time to time on each Triple-A One
Loan and the date and amount of each payment or prepayment of principal thereof.
Any such recordation shall constitute prima facie evidence of the accuracy of
the information so recorded, provided that the failure of Triple-A One to make
any such recordation (or any error in such recordation) shall not affect the
obligations of Finco hereunder or under the Triple-A One Credit Agreement in
respect of the Triple-A One Loans.

               This Triple-A One Note is the Triple-A One Note referred to in
the Triple-A One Credit Agreement dated as of September 4, 1998, (as amended,
supplemented or otherwise modified and in effect from time to time, the
"Triple-A One Credit Agreement") among Finco, Triple-A One, CapMAC Financial
Services, Inc., as Program Manager and CapMAC, as Collateral Agent, and is
entitled to the benefits thereof. Capitalized terms used herein without
definition have the meanings assigned to them in the Triple-A One Credit
Agreement.

               This Triple-A One Note is subject to optional and mandatory
prepayment as provided in the Triple-A One Credit Agreement.

               Upon the occurrence of the Wind-Down Date, Triple-A One shall
have all of the remedies specified in the Triple-A One Credit Agreement. Finco
hereby waives presentment, demand, protest and all notices of any kind.

<PAGE>

               THIS TRIPLE-A ONE NOTE SHALL BE GOVERNED BY, AND CONSTRUED AND
INTERPRETED IN ACCORDANCE WITH, THE LAWS OF THE STATE OF NEW YORK.


                                        ONYX ACCEPTANCE FINANCIAL
                                        CORPORATION


                                        By ____________________________________
                                           Name:
                                           Title:




                                      B-2
<PAGE>

                                  Schedule 1 to
                                TRIPLE-A ONE NOTE


<TABLE>
<CAPTION>
                   Principal         Interest on       Prepayment
                   of Triple-A       Triple-A          of Triple-A
Date               One Loans         One Loans         One Loans         Notation By
<S>                <C>               <C>               <C>               <C>
------------       ------------      ------------      ------------      ------------
------------       ------------      ------------      ------------      ------------
------------       ------------      ------------      ------------      ------------
------------       ------------      ------------      ------------      ------------
------------       ------------      ------------      ------------      ------------
------------       ------------      ------------      ------------      ------------
------------       ------------      ------------      ------------      ------------
------------       ------------      ------------      ------------      ------------
------------       ------------      ------------      ------------      ------------
------------       ------------      ------------      ------------      ------------
------------       ------------      ------------      ------------      ------------
------------       ------------      ------------      ------------      ------------
------------       ------------      ------------      ------------      ------------
------------       ------------      ------------      ------------      ------------
------------       ------------      ------------      ------------      ------------
------------       ------------      ------------      ------------      ------------
------------       ------------      ------------      ------------      ------------
------------       ------------      ------------      ------------      ------------
------------       ------------      ------------      ------------      ------------
------------       ------------      ------------      ------------      ------------
------------       ------------      ------------      ------------      ------------
------------       ------------      ------------      ------------      ------------
------------       ------------      ------------      ------------      ------------
------------       ------------      ------------      ------------      ------------
------------       ------------      ------------      ------------      ------------
------------       ------------      ------------      ------------      ------------
------------       ------------      ------------      ------------      ------------
</TABLE>


DATED:



                                      B-3
<PAGE>

                                    EXHIBIT C


                               NOTICE OF BORROWING


        Onyx Acceptance Financial Corporation hereby requests that Triple-A One
Funding Corporation make a Triple-A One Loan to it on [insert Triple-A One
Borrowing Date] in the amount of [amount of Triple-A One Loan requested] by
crediting the Collection Account by 3:00 p.m. (New York City time) on [insert
Triple-A One Borrowing Date] (capitalized terms used herein have the meaning
assigned to them in the Second Amended and Restated Triple-A One Credit
Agreement dated as of November 30, 2001, as amended, modified or supplemented
from time to time). Onyx Acceptance Financial Corporation hereby certifies as of
the date hereof that the representations and warranties made in Section 3 of the
Triple-A One Credit Agreement are true and correct on and as of the Triple-A One
Borrowing Date for such Triple-A One Loan, both before and after giving effect
to such Triple-A One Loan.



        _____________________________________


        BY: [RESPONSIBLE OFFICER OF FINCO]

        TITLE:




        Dated: ____________________

<PAGE>


                                    EXHIBIT D


                        [TRIPLE-A ONE SECURITY AGREEMENT]









                                    See TAB 4

<PAGE>

                                    EXHIBIT E


                      [FORM OF FINCO OFFICER'S CERTIFICATE]


        The undersigned [President] [Chief Financial Officer] [Chief Executive
Officer] [Executive Vice President] of Onyx Acceptance Financial Corporation
("Finco") hereby certifies that as such he is authorized to execute and deliver
this certificate on behalf of Finco in connection with the Second Amended and
Restated Triple-A One Credit Agreement dated as of November 30, 2001 (as
amended, supplemented or otherwise modified, the "Triple-A One Credit
Agreement") among Finco, CapMAC Financial Services, Inc. and Capital Markets
Assurance Corporation (all capitalized terms used herein without definition
having the respective meanings specified in the Definitions List attached to the
Triple-A One Credit Agreement), and further certify as follows:

        Finco shall apply the proceeds of the Triple-A One Loan which are being
disbursed to Finco on the date hereof (the "Loan Proceeds") solely for the
purpose of purchasing from the Seller, pursuant to the Sale Agreement, those
Contracts set forth on the Contracts List delivered to the Program Manager and
Triple-A One on the date hereof and such Loan Proceeds shall be applied [on the
date hereof].

        IN WITNESS WHEREOF, I have affixed hereunto my signature this _____ day
of ____________ .



                                        By:____________________________________
                                           Name:
                                           Title:

<PAGE>


                                    EXHIBIT F


                          [Form of Lock-Box Agreement]


<PAGE>


                                    EXHIBIT G


                                   [RESERVED]


<PAGE>

                                    EXHIBIT H


             [FORM OF INTEREST RATE HEDGE ASSIGNMENT ACKNOWLEDGMENT]


                                                         [Date]




[Name of Hedge Counterparty]
[Address of Hedge Counterparty]
Attention:_________________


               Re:  ISDA Master Agreement and Schedule, dated as of ___________,
                    ____ (as amended, the "Hedge Agreement"), between [Name of
                    Hedge Counterparty] (the "Counterparty") and Onyx Acceptance
                    Financial Corporation ("Company")


Ladies and Gentlemen:


               Company hereby notifies you that Company has assigned to Capital
Markets Assurance Corporation, as Collateral Agent (the "Collateral Agent"),
under the Financing Agreement identified below, all of its right, title and
interest in and to any interest rate hedge (each, a "Hedge") entered into
pursuant to the Hedge Agreement, including, without limitation, (i) all rights
of Company to receive moneys due and to become due under or pursuant to the
Hedges, (ii) claims of Company for damages arising out of or for breach of or
default under the Hedges, (iii) the right of Company to terminate the Hedges or
the Hedge Agreement, and to compel performance and otherwise exercise all
remedies thereunder, and (iv) all proceeds of any and all of the foregoing (the
assignment of all right, title and interest of Company in and to the Hedges and
the Hedge Agreement being referred to as the "Assigned Rights").

               As used herein, "Financing Agreement" shall mean that certain
Second Amended and Restated Triple-A One Credit Agreement, dated as of November
30, 2001, by and among Onyx Acceptance Financial Corporation, Triple-A One
Funding Corporation, ("Triple-A One"), Capital Markets Assurance Corporation, as
Collateral Agent and CapMAC Financial Services, Inc., as Program Manager, as the
same may from time to time be amended, supplemented or otherwise modified and in
effect. Capitalized terms used but not defined herein shall have the meanings
set forth in the Financing Agreement.

               The Counterparty hereby agrees that, until the Counterparty
receives written notice from the Collateral Agent to the contrary, the
Counterparty shall make all payments under the Hedge Agreement and the Hedges to
the Company. Upon the Counterparty's receipt of written notice from the
Collateral Agent, (i) the Counterparty will cease to make any such payments to
the Company, and shall make all such payments only to the Collateral Agent or as
the Collateral Agent may from time to time direct, and (ii) the Collateral Agent
shall be entitled

<PAGE>

to exercise any and all rights and remedies of Company under the Hedge Agreement
and the Hedges to receive such payments in accordance with the terms hereof.

               All payments to be made under the Hedge Agreement and the Hedges
by the Counterparty shall be made by the Counterparty irrespective of, and
without deduction for, any counterclaim, defense, recoupment or set-off (other
than netting for payments owing by Company thereunder in accordance with the
terms of the Hedge Agreement and the Hedges) and shall be final, and the
Counterparty will not seek to recover from the Collateral Agent or any Person
for any reason any such payment once made.

               Notwithstanding the foregoing, (a) Company shall remain liable
under the Hedge Agreement and each Hedge to perform all of its duties and
obligations thereunder to the same extent as if this Acknowledgment had not been
executed, (b) the exercise by the Collateral Agent of any of the rights
hereunder shall not release Company from any of its duties or obligations under
the Hedge Agreement or any Hedge, and (c) neither the Collateral Agent nor
Triple-A One shall have any obligation or liability under the Hedge Agreement or
any Hedge by reason of this Acknowledgment, nor shall any of them be obligated
to perform any of the obligations or duties of Company thereunder or to take any
action to collect or enforce any claim for payment thereunder.

               Company shall not, without the prior written consent of the
Collateral Agent and the Surety Provider (i) sell, assign (by operation of law
or otherwise) or otherwise dispose of, or grant any option with respect to, any
of the Assigned Rights, or create or permit to exist any lien, security
interest, option or other charge or encumbrance upon or with respect to any of
the Assigned Rights, except for the assignment acknowledged hereby; (ii) cancel
or terminate the Hedge Agreement or any Hedge or consent to or accept any
cancellation or termination thereof; (iii) amend or otherwise modify the Hedge
Agreement or any Hedge or give any consent, waiver or approval thereunder; (iv)
waive any default under or breach of the Hedge Agreement or any Hedge; or (v)
take any other action in connection with the Hedge Agreement or any Hedge which
would impair the value of the interest or rights of Company thereunder or which
would impair the interests or rights of the Collateral Agent for the benefit of
the holders of the Obligations.

               No amendment or waiver of any provision hereof, and no consent to
any departure by Company herefrom shall in any event be effective unless the
same shall be in writing and signed by the Collateral Agent, Company, the Surety
Provider and the Counterparty, and then such waiver or consent shall be
effective only in the specific instance and for the specific purpose for which
given.

               This letter agreement may be executed in counterparts, each of
which when executed by the parties hereto shall be deemed an original and all of
which together shall be deemed the same instrument.

               This letter agreement shall be binding upon Company and the
Counterparty and their respective successors and assigns, and shall inure,
together with the rights and remedies of


                                      H-2
<PAGE>

the Collateral Agent hereunder, to the benefit of the Collateral Agent and
Triple-A One, and their respective successors, transferees and assigns. This
letter agreement shall be governed by and construed in accordance with the law
(including Section 5-1401 of the General Obligations Laws of New York but
otherwise without regard to conflicts of law provisions) of the State of New
York.





                                      H-3
<PAGE>

                                        Very truly yours,


                                        ONYX ACCEPTANCE FINANCIAL
                                          CORPORATION


                                        By: ________________________________
                                            Name:
                                            Title:

Agreed:


[NAME OF HEDGE COUNTERPARTY]


By: ____________________________
    Name:
    Title:






                                       H-4