<PAGE>   1

                                                                    EXHIBIT 10.1

                          SALE AND SERVICING AGREEMENT


                                     between


                       ONYX ACCEPTANCE OWNER TRUST 2000-A
                                   as Issuer,


                      ONYX ACCEPTANCE FINANCIAL CORPORATION
                                   as Seller,


                           ONYX ACCEPTANCE CORPORATION
                                   as Servicer

                                       and

                            THE CHASE MANHATTAN BANK
                     as Indenture Trustee and as Trust Agent


                          Dated as of February 1, 2000



<PAGE>   2


                                TABLE OF CONTENTS
<TABLE>
<CAPTION>
                                                                                          PAGE
<S>                   <C>                                                                  <C>
ARTICLE I - DEFINITIONS......................................................................1
        SECTION 1.01. DEFINITIONS............................................................1
        SECTION 1.02. USAGE OF TERMS........................................................19
        SECTION 1.03. SECTION REFERENCES....................................................20
        SECTION 1.04. CALCULATIONS..........................................................20
        SECTION 1.05. ACCOUNTING TERMS......................................................20

ARTICLE II - CONVEYANCE OF CONTRACTS;.......................................................20
                      REPRESENTATIONS AND WARRANTIES OF THE SELLER..........................20
        SECTION 2.01. CONVEYANCE OF CONTRACTS...............................................20
        SECTION 2.02. REPRESENTATIONS AND WARRANTIES OF THE SELLER..........................23
        SECTION 2.03. REPURCHASE OF CERTAIN CONTRACTS.......................................29
        SECTION 2.04. CUSTODY OF CONTRACT FILES.............................................30
        SECTION 2.05. DUTIES OF SERVICER RELATING TO THE CONTRACTS..........................31
        SECTION 2.06. INSTRUCTIONS; AUTHORITY TO ACT........................................33
        SECTION 2.07. INDEMNIFICATION.......................................................33
        SECTION 2.08. EFFECTIVE PERIOD AND TERMINATION......................................34
        SECTION 2.09. NONPETITION COVENANT..................................................34
        SECTION 2.10. COLLECTING TITLE DOCUMENTS NOT DELIVERED AT THE CLOSING DATE.
                       .....................................................................34

ARTICLE III - ADMINISTRATION AND SERVICING OF CONTRACTS.....................................35
        SECTION 3.01. DUTIES OF SERVICER....................................................35
        SECTION 3.02. COLLECTION OF CONTRACT PAYMENTS.......................................37
        SECTION 3.03. REALIZATION UPON CONTRACTS............................................37
        SECTION 3.04. INSURANCE.............................................................38
        SECTION 3.05. MAINTENANCE OF SECURITY INTERESTS IN FINANCED VEHICLES................38
        SECTION 3.06. COVENANTS, REPRESENTATIONS AND WARRANTIES OF SERVICER.................39
        SECTION 3.07. PURCHASE OF CONTRACTS UPON BREACH BY SERVICER.........................41
        SECTION 3.08. SERVICING COMPENSATION................................................41
        SECTION 3.09. REPORTING BY THE SERVICER.............................................42
        SECTION 3.10. ANNUAL STATEMENT AS TO COMPLIANCE.....................................44
        SECTION 3.11. ANNUAL INDEPENDENT CERTIFIED PUBLIC ACCOUNTANT'S REPORT...............45
        SECTION 3.12. ACCESS TO CERTAIN DOCUMENTATION AND INFORMATION
                             REGARDING CONTRACTS............................................45
        SECTION 3.13. FIDELITY BOND.........................................................45
        SECTION 3.14. INDEMNIFICATION; THIRD PARTY CLAIMS...................................45
        SECTION 3.15. REPORTS TO SECURITYHOLDERS AND THE RATING AGENCIES....................46
        SECTION 3.16. ACCESS TO LIST OF NOTEHOLDERS' NAMES AND ADDRESSES....................46

ARTICLE IV - DISTRIBUTIONS; SPREAD ACCOUNT;.................................................47
                      STATEMENTS TO SECURITYHOLDERS.........................................47
        SECTION 4.01. ESTABLISHMENT OF TRUST ACCOUNTS.......................................47
        SECTION 4.02. COLLECTIONS; TRANSFERS TO PAYAHEAD ACCOUNT; REALIZATION
                              UPON POLICY; NET DEPOSITS; TRANSFERS TO PAYMENT ACCOUNT.......49
</TABLE>

                                        i

<PAGE>   3


                                  TABLE OF CONTENTS (CONT'D.)
<TABLE>
<CAPTION>
                                                                                          PAGE
<S>                   <C>                                                                  <C>
        SECTION 4.03. DISTRIBUTIONS.........................................................50
        SECTION 4.04. SPREAD ACCOUNT........................................................52
        SECTION 4.05. STATEMENTS TO SECURITYHOLDERS.........................................54

ARTICLE V - THE SELLER......................................................................56
        SECTION 5.01. LIABILITY OF SELLER; INDEMNITIES......................................56
        SECTION 5.02. MERGER OR CONSOLIDATION OF, OR ASSUMPTION OF THE
                             OBLIGATIONS OF, SELLER; CERTAIN LIMITATIONS....................56
        SECTION 5.03. LIMITATION ON LIABILITY OF SELLER AND OTHERS..........................56
        SECTION 5.04. SELLER NOT TO RESIGN..................................................57
        SECTION 5.05. SELLER MAY OWN SECURITIES.............................................57

ARTICLE VI - THE SERVICER...................................................................57
        SECTION 6.01. LIABILITY OF SERVICER; INDEMNITIES....................................57
        SECTION 6.02. CORPORATE EXISTENCE; STATUS AS SERVICER; MERGER.......................59
        SECTION 6.03. PERFORMANCE OF OBLIGATIONS............................................59
        SECTION 6.04. SERVICER NOT TO RESIGN; ASSIGNMENT....................................59
        SECTION 6.05. LIMITATION ON LIABILITY OF SERVICER AND OTHERS........................60

ARTICLE VII - DEFAULT.......................................................................61
        SECTION 7.01. EVENTS OF DEFAULT.....................................................61
        SECTION 7.02. TRUSTEE TO ACT; APPOINTMENT OF SUCCESSOR..............................63
        SECTION 7.03. NOTIFICATION TO NOTEHOLDERS AND CERTIFICATEHOLDERS....................64
        SECTION 7.04. WAIVER OF PAST DEFAULTS...............................................64
        SECTION 7.05. INSURER DIRECTION OF INSOLVENCY PROCEEDINGS...........................64

ARTICLE VIII - TERMINATION..................................................................65
        SECTION 8.01. OPTIONAL PURCHASE OF ALL CONTRACTS; SATISFACTION AND
                             DISCHARGE OF THE INDENTURE.....................................65
        SECTION 8.02. TRANSFER TO THE INSURER...............................................65

ARTICLE IX - MISCELLANEOUS..................................................................66
        SECTION 9.01. AMENDMENT.............................................................66
        SECTION 9.02. PROTECTION OF TITLE TO TRUST..........................................67
        SECTION 9.03. GOVERNING LAW.........................................................69
        SECTION 9.04. NOTICES...............................................................69
        SECTION 9.05. SEVERABILITY OF PROVISIONS............................................70
        SECTION 9.06. ASSIGNMENT............................................................70
        SECTION 9.07. THIRD PARTY BENEFICIARIES.............................................70
        SECTION 9.08. CERTAIN MATTERS RELATING TO THE INSURER...............................71
        SECTION 9.09. HEADINGS..............................................................71
        SECTION 9.10. ASSIGNMENT BY ISSUER..................................................71
        SECTION 9.11. LIMITATION OF LIABILITY OF OWNER TRUSTEE..............................71
</TABLE>


                                       ii

<PAGE>   4


                                  TABLE OF CONTENTS (CONT'D.)
<TABLE>
<CAPTION>
                                                                            PAGE
                                    EXHIBITS
<S>               <C>
Schedule I-A   -   Schedule of Initial Contracts
Schedule I-B   -   Schedule of Subsequent Contracts
Schedule II    -   Location and Account Numbers of Trust Accounts
Exhibit A      -   Form of Appointment of Custodian
Exhibit B      -   Form of Policy
</TABLE>

                                       iii

<PAGE>   5

        This SALE AND SERVICING AGREEMENT, dated as of February 1, 2000 (this
"AGREEMENT"), is between Onyx Acceptance Owner Trust 2000-A (the "ISSUER" or the
"TRUST"), Onyx Acceptance Financial Corporation (the "SELLER"), Onyx Acceptance
Corporation ("ONYX" or, in its capacity as servicer, the "SERVICER" or, in its
capacity as custodian, the "CUSTODIAN") and The Chase Manhattan Bank, as the
Indenture Trustee on behalf of the Noteholders (in such capacity, the "INDENTURE
TRUSTEE"), and as the Trust Agent on behalf of the Owner Trustee (in such
capacity, the "TRUST AGENT") .

        In consideration of the premises and the mutual covenants herein
contained, the parties hereto agree as follows:

                                    ARTICLE I

                                   DEFINITIONS

        SECTION 1.01. DEFINITIONS.

        Whenever used in this Agreement, the following words and phrases, unless
the context otherwise requires, shall have the following meanings:

        "ACCELERATED PRINCIPAL COMMENCEMENT DATE" means the first Distribution
Date on which (i) the Pool Balance as of such Distribution Date is equal to or
less than 15% of the Original Pool Balance and (ii) the amount of cash on
deposit in the Spread Account together with the other components of the Spread
Account is equal to or greater than the Spread Account Maximum (after giving
effect to the distribution pursuant to Section 4.03(a)(x) of this Agreement on
such Distribution Date).

        "ACCELERATED PRINCIPAL DISTRIBUTABLE AMOUNT" means, with respect to any
Distribution Date occurring on or after the Accelerated Principal Commencement
Date, the amount which would remain on deposit in the Payment Account for such
Distribution Date after giving effect to distributions pursuant to Section
4.03(a)(i) through (x) of this Agreement without regard to the inclusion of such
amount as part of the Note Principal Distributable Amount. The Accelerated
Principal Distributable Amount shall be included in the Note Principal
Distributable Amount until all of the Notes have been paid in full, and shall
not be included in the Certificate Principal Distributable Amount at any time.

        "ACTUARIAL CONTRACT" means a Contract pursuant to which the allocation
of each payment between interest and principal is calculated using the Actuarial
Method.

        "ACTUARIAL METHOD" means the method of allocating principal and interest
payments on a Contract whereby amortization of the Contract is determined over a
series of fixed level payment monthly installments, and each monthly
installment, including the monthly installment representing the final payment on
the Contract, consists of an amount of interest equal to 1/12 of the APR of the
Contract multiplied by the unpaid principal balance of the Contract, and an
amount of principal equal to the remainder of the monthly payment.

        "AFFILIATE" of any specified Person means any other Person controlling
or controlled by or under common control with such specified Person. For the
purposes of this definition, "control"


<PAGE>   6

when used with respect to any specified Person means the power to direct the
management and policies of such Person, directly or indirectly, whether through
the ownership of voting securities, by contract or otherwise; and the terms
"controlling" or "controlled" have meanings correlative to the foregoing.

        "AMOUNT FINANCED" means, with respect to a Contract, the aggregate
amount advanced under such Contract toward the purchase price of the related
Financed Vehicle and related costs, including amounts advanced in respect of
accessories, insurance premiums, extended service or warranty contracts and
other items customarily financed as part of retail automobile installment sales
contracts.

        "APPOINTMENT OF CUSTODIAN" means the letter agreement between the
Indenture Trustee, the Insurer and the Servicer substantially in the form
attached hereto as Exhibit A.

        "APR" of a Contract means the annual percentage rate used to determine
the total interest expected to be charged over the term of a Contract as of its
inception, as shown on such Contract.

        "BASIC DOCUMENTS" shall have the meaning specified in the Indenture.

        "BLANKET INSURANCE POLICY" means the Creditors Comprehensive Single
Interest Insurance Policy covering losses with respect to the Contracts, which
policy has been issued by Great American Insurance Company and the Seller's
rights in which, with respect to the Contracts, have been validly assigned to
the Indenture Trustee acting on behalf of the Trust.

        "BUSINESS DAY" means any day other than a Saturday, a Sunday or other
day on which commercial banking institutions or savings associations located in
Los Angeles, California or New York, New York are authorized or obligated by
law, regulation, executive order or governmental decree to be closed.

        "CALCULATION DAY" means the last day of each calendar month.

        "CERTIFICATE" shall have the meaning specified in the Trust Agreement.

        "CERTIFICATE BALANCE" will equal the Original Certificate Balance on the
Closing Date and on any date thereafter will equal the Original Certificate
Balance reduced by all distributions of principal previously made in respect of
the Certificates.

        "CERTIFICATE DISTRIBUTABLE AMOUNT" means, with respect to any
Distribution Date, the sum of the Certificate Principal Distributable Amount and
the Certificate Interest Distributable Amount for such Distribution Date.

        "CERTIFICATE DISTRIBUTION ACCOUNT" shall have the meaning specified in
the Trust Agreement.

        "CERTIFICATE FINAL SCHEDULED DISTRIBUTION DATE" means the Distribution
Date occurring in September 2006.

        "CERTIFICATEHOLDER" means any Holder of a Certificate.


                                      -2-
<PAGE>   7

        "CERTIFICATE INTEREST CARRYOVER SHORTFALL" means, with respect to any
Distribution Date, the excess of the Certificate Interest Distributable Amount
for the immediately preceding Distribution Date over the amount in respect of
interest on the Certificates that is actually deposited in the Certificate
Distribution Account on such preceding Distribution Date, plus interest on such
excess, to the extent permitted by law, at the Certificate Rate for the Interest
Accrual Period with respect to the Distribution Date for which such Certificate
Interest Carryover Shortfall is being calculated; provided, however, that the
Certificate Interest Carryover Shortfall for the first Distribution Date shall
be zero.

        "CERTIFICATE INTEREST DISTRIBUTABLE AMOUNT" means, with respect to any
Distribution Date, the sum of (i) an amount equal to the interest accrued during
the related Interest Accrual Period at the Certificate Rate on the Certificate
Balance on the immediately preceding Distribution Date, after giving effect to
all distributions of principal on or prior to such Distribution Date (or, in the
case of the first Distribution Date, the Original Certificate Balance) and (ii)
the Certificate Interest Carryover Shortfall for such Distribution Date.

        "CERTIFICATE PERCENTAGE" means (i) for each Distribution Date prior to
the Distribution Date on which the principal amount of the Class A-4 Notes is
reduced to zero, 0%; (ii) on the Distribution Date on which the principal amount
of the Class A-4 Notes is reduced to zero, (a) 0% until the principal amount of
the Class A-4 Notes has been reduced to zero and (b) with respect to any
remaining portion of the Regular Principal Distributable Amount, 100%; and (iii)
for each Distribution Date after the Distribution Date on which the principal
amount of the Class A-4 Notes is reduced to zero, 100%.

        "CERTIFICATE POOL FACTOR" means, as of any Distribution Date, a
six-digit decimal figure equal to the Certificate Balance (after giving effect
to any reductions therein to be made on such Distribution Date) divided by the
Original Certificate Balance.

        "CERTIFICATE PRINCIPAL CARRYOVER SHORTFALL" means, as of the close
business on any Distribution Date, the excess of the Certificate Principal
Distributable Amount for such Distribution Date over the amount in respect of
principal that is actually deposited in the Certificate Distribution Account on
such Distribution Date.

        "CERTIFICATE PRINCIPAL DISTRIBUTABLE AMOUNT" means, with respect to any
Distribution Date, the sum of (i) the Certificate Percentage of the Regular
Principal Distributable Amount for such Distribution Date and (ii) any
outstanding Certificate Principal Carryover Shortfall for the immediately
preceding Distribution Date; provided, however, that the Certificate Principal
Distributable Amount shall not exceed the Certificate Balance. Notwithstanding
the foregoing, the Certificate Principal Distributable Amount on the Certificate
Final Scheduled Distribution Date shall not be less than the amount that is
necessary to reduce the outstanding principal amount of the Certificates to
zero.

        "CERTIFICATE RATE" means 7.69% per annum.

        "CERTIFICATE REGISTER" shall have the meaning specified in the Trust
Agreement.

        "CERTIFICATEHOLDERS" shall have the meaning specified in the Trust
Agreement.


                                      -3-
<PAGE>   8

        "CLASS" means all Notes whose form is identical except for variation in
denomination, principal amount or owner.

        "CLASS A-1 FINAL SCHEDULED DISTRIBUTION DATE" means the Distribution
Date occurring in March 2001.

        "CLASS A-1 NOTE" means any Class A-1 Note in the form attached to the
Indenture as Exhibit B.

        "CLASS A-1 RATE" means 6.09% per annum.

        "CLASS A-2 FINAL SCHEDULED DISTRIBUTION DATE" means the Distribution
Date occurring in October 2002.

        "CLASS A-2 NOTE" means any Class A-2 Note in the form attached to the
Indenture as Exhibit C.

        "CLASS A-2 RATE" means 6.81% per annum.

        "CLASS A-3 FINAL SCHEDULED DISTRIBUTION DATE" means the Distribution
Date occurring in December 2003.

        "CLASS A-3 NOTE" means any Class A-3 Note in the form attached to the
Indenture as Exhibit D.

        "CLASS A-3 RATE" means 7.27% per annum.

        "CLASS A-4 FINAL SCHEDULED DISTRIBUTION DATE" means the Distribution
Date occurring in December 2004.

        "CLASS A-4 NOTE" means any Class A-4 Note in the form attached to the
Indenture as Exhibit E.

        "CLASS A-4 RATE" means 7.42% per annum.

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

        "CLEARING AGENCY" means an organization registered as a "clearing
agency" pursuant to Section 17A of the Exchange Act.

        "CLOSING DATE" means February 28, 2000.

        "COLLECTION ACCOUNT" means the account established and maintained as
such pursuant to Section 4.01.

        "COLLECTION PERIOD" means, with respect to any Distribution Date, the
calendar month preceding the month in which such Distribution Date occurs;
provided that with respect to


                                      -4-
<PAGE>   9

Liquidated Contracts, the Collection Period will be the period from but
excluding the sixth Business Day preceding the immediately preceding
Distribution Date to and including the sixth Business Day preceding such
Distribution Date. With respect to the first Distribution Date the "Collection
Period" for Liquidated Contracts shall be the period from and including the
related Cut-Off Date to and including the sixth Business Day preceding such
first Distribution Date.

        "CONTRACT" means each retail installment sales contract and security
agreement or installment loan agreement and security agreement and all proceeds
thereof and payments thereunder, which contract or agreement has been executed
by an Obligor and pursuant to which such Obligor purchased or financed the
Financed Vehicle described therein, agreed to pay the deferred purchase price
(i.e., the purchase price net of any down payment) or amount borrowed, together
with interest, as therein provided in connection with such purchase or loan,
granted a security interest in such Financed Vehicle, and undertook to perform
certain other obligations as specified in such contract or agreement. Each
Contract shall have been (i) originated by a Dealer and assigned to Onyx in
accordance with the assignment provisions set forth therein, (ii) subsequently
conveyed by Onyx to the Seller pursuant to the Purchase Agreement and (iii)
subsequently conveyed by the Seller to the Issuer pursuant to this Agreement. As
used herein, "Contracts" means both the Initial Contracts and the Subsequent
Contracts.

        "CONTRACT DOCUMENTS" means, with respect to each Contract, (a) the
Contract and the original credit application fully executed by the Obligor
thereunder; (b) either (i) the original Title Document for the related Financed
Vehicle or a duplicate copy thereof issued or certified by the Registrar of
Titles which issued the original thereof (or, with respect to certain of the
Financed Vehicles registered in the State of California, evidence of the
electronic Title Document), together with evidence of perfection of the security
interest in the related Financed Vehicle granted by such Contract, as determined
by the Servicer to be permitted or required to perfect such security interest
under the laws of the applicable jurisdiction, or (ii) written evidence that the
Title Document for such Financed Vehicle showing Onyx as first lienholder has
been applied for; (c) any agreement(s) modifying the Contract (including,
without limitation, any extension agreement(s)); (d) any signed agreement by an
Obligor to provide insurance with Onyx listed as loss payee and (e) any
documents specifically relating to the Obligor or the Financed Vehicle. The
documents referred to above, other than the Contracts, to the extent expressly
permitted by the Insurer in writing, may be maintained in microfiche or
electronic form.

        "CONTRACT FILES" means all papers and computerized records customarily
kept by the Servicer in servicing contracts and loans comparable to the
Contracts.

        "CONTRACT NUMBER" means, with respect to any Contract included in the
Trust, the number assigned to such Contract by the Servicer, which number is set
forth in the related Schedule of Contracts.

        "CORPORATE TRUST OFFICE" means the principal office of the Indenture
Trustee at which at any particular time its corporate trust business shall be
administered, which office at the date of the execution of this Agreement is
located at 450 West 33rd Street, 14th Floor, New York, New York 10001-2697,
Attention: Capital Market Fiduciary Services; or at such other address as the
Indenture Trustee may designate from time to time by notice to the
Securityholders, the Insurer, the Servicer and the Seller.


                                      -5-
<PAGE>   10

        "CRAM DOWN LOSS" means, with respect to a Contract if a court of
appropriate jurisdiction in an insolvency proceeding shall have issued an order
reducing the amount owed on such Contract or otherwise modifying or
restructuring the scheduled payments to be made on such Contract, an amount
equal to (i) the excess of the Principal Balance of such Contract immediately
prior to such order over the Principal Balance of such Contract as so reduced
and/or (ii) if such court shall have issued an order reducing the effective rate
of interest on such Contract, the excess of the Principal Balance of such
Contract immediately prior to such order over the net present value (using as
the discount rate the higher of the annual percentage rate on such Contract or
the rate of interest, if any, specified by the court in such order) of the
scheduled payments as so modified or restructured. A Cram Down Loss shall be
deemed to have occurred on the date of issuance of such order.

        "CUSTODIAN" means Onyx until such time, if any, a Successor Custodian is
appointed and thereafter means such Successor Custodian.

        "CUT-OFF DATE" means, as applicable, (i) the Initial Cut-Off Date, with
respect to the Initial Contracts, or (ii) the Final Cut-Off Date, with respect
to the Subsequent Contracts.

        "DEALER" means the seller of a Financed Vehicle, which seller originated
and assigned the related Contract.

        "DEFAULT" means any occurrence which with the giving of notice or the
lapse of time or both would become a Servicer Default.

        "DEFAULTED CONTRACT" means, with respect to any Collection Period, a
Contract (i) which is, at the end of such Collection Period, delinquent in the
amount of at least two monthly installments of Monthly P&I or (ii) with respect
to which the related Financed Vehicle has been repossessed or repossession
efforts with respect to the related Financed Vehicle have been commenced.

        "DEFICIENCY AMOUNT" means as of any Distribution Date, the amount by
which (i) the sum of the amounts set forth in Section 4.03(a)(i) though (v) and
(vii) with respect to such Distribution Date exceeds (ii) the amount of Net
Collections available with respect to such Distribution Date and the amount on
deposit in the Spread Account as of such Distribution Date.

        "DEFICIENCY NOTICE" means, with respect to any Distribution Date, the
notice delivered pursuant to Section 4.02(c) by the Servicer to the Indenture
Trustee, with a copy to the Insurer and the Trust Agent.

        "DEFINITIVE SECURITIES" means Notes and/or Certificates issued in fully
registered, certificated form to Securityholders.

        "DEPOSITOR" means the Seller in its capacity as Depositor under the
Trust Agreement, and its successors.

        "DISTRIBUTION DATE" means the 15th day of each month or if such date
shall not be a Business Day, the following Business Day, commencing on March 15,
2000.

        "DISTRIBUTION DATE STATEMENT" shall have the meaning specified in
Section 3.09(a).


                                      -6-
<PAGE>   11

        "DUE DATE" means, as to any Contract, the date upon which an installment
of Monthly P&I is due.

        "ELIGIBLE ACCOUNT" means (i) a trust account that is either (a)
maintained by the Indenture Trustee, (b) maintained with a depository
institution or trust company the commercial paper or other short-term debt
obligations of which have credit ratings from Standard & Poor's at least equal
to "A-1" and from Moody's equal to "P-1," which account is fully insured up to
applicable limits by the Federal Deposit Insurance Corporation or (c) maintained
with a depository institution acceptable to the Insurer, as evidenced by a
letter from the Insurer to that effect or (ii) a general ledger account or
deposit account at a depository institution acceptable to the Insurer, as
evidenced by a letter from the Insurer to that effect.

        "ELIGIBLE INVESTMENTS" means any one or more of the following
obligations or securities, all of which shall be denominated in United States
dollars:

        (a) direct obligations of, and obligations fully guaranteed as to timely
payment of principal and interest by, the United States of America or any agency
or instrumentality of the United States of America the obligations of which are
backed by the full faith and credit of the United States of America and, to the
extent, at the time of investment, acceptable to the Insurer and each Rating
Agency for securities having a rating equivalent to the rating of the Notes at
the Closing Date, the direct obligations of, or obligations fully guaranteed by,
the Federal Home Loan Mortgage Corporation and the Federal National Mortgage
Association;

        (b) demand and time deposits in, certificates of deposit of, banker's
acceptances issued by, or federal funds sold by any depository institution or
trust company (including the Indenture Trustee or the Owner Trustee)
incorporated under the laws of the United States of America or any State and
subject to supervision and examination by Federal and/or State banking
authorities, so long as at the time of such investment or contractual commitment
providing for such investment either (i) the long-term, unsecured debt
obligations of such depository institution or trust company have credit ratings
from Standard & Poor's at least equal to "AA-" and from Moody's at least equal
to "Aa2" or (ii) such depository institution is acceptable to the Insurer as
evidenced by a letter from the Insurer to the Indenture Trustee;

        (c) repurchase obligations with respect to (i) any security described in
clause (a) above or (ii) any other security issued or guaranteed as to timely
payment of principal and interest by an agency or instrumentality of the United
States of America, in either case entered into with any depository institution
or trust company (including the Indenture Trustee and the Owner Trustee), acting
as principal, described in clause (b) above;

        (d) securities bearing interest or sold at a discount issued by any
corporation incorporated under the laws of the United States of America or any
state thereof which at the time of such investment or contractual commitment
providing for such investment have long-term, unsecured debt obligations rated
by Standard & Poor's "AA-" or better and by Moody's "Aa2" or better; provided,
however, that securities issued by any corporation will not be Eligible
Investments to the extent that investment therein will cause the then
outstanding principal amount of securities issued by such corporation and held
as part of the Trust to exceed 10% of the aggregate Outstanding Principal
Balances of the Contracts and all amounts of Eligible Investments held as part
of the Trust;


                                      -7-
<PAGE>   12

        (e) commercial paper having the highest rating by Standard & Poor's and
Moody's at the time of such investment;

        (f) investments in money market funds or money market mutual funds
having a rating from Standard & Poor's and Moody's in the highest investment
category granted thereby, including funds for which the Indenture Trustee, the
Owner Trustee or any of their respective Affiliates is investment manager or
advisor; and

        (g) such other obligations or securities acceptable to the Insurer, as
evidenced by a letter from the Insurer to the Indenture Trustee (which
acceptability may be revoked at any time by the Insurer), a copy of which shall
be provided by the Indenture Trustee to the Rating Agencies.

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

        "FINAL CUT-OFF DATE" means February 22, 2000.

        "FINAL SCHEDULED DISTRIBUTION DATE" means with respect to (i) the Notes,
the Class A-1 Final Scheduled Distribution Date, the Class A-2 Final Scheduled
Distribution Date, the Class A-3 Final Scheduled Distribution Date or the Class
A-4 Final Scheduled Distribution Date, as the case may be, and (ii) the
Certificates, the Certificate Final Scheduled Distribution Date.

        "FINANCED VEHICLE" means, as to any Contract, an automobile, light-duty
truck or van, together with all accessions thereto, securing the related
Obligor's indebtedness under such Contract.

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

        "FULL PREPAYMENT" means any of the following: (a) with respect to any
Contract other than a Contract referred to in clause (ii), (iii) or (iv) of the
definition of the term "Liquidated Contract", payment by or on behalf of the
Obligor of the total amount required by the terms of such Contract to be paid
thereunder, which amount shall be at least equal to the sum of (i) 100% of the
Principal Balance of such Contract, (ii) interest accrued thereon to the date of
such payment at the APR; and (iii) any overdue amounts; or (b) with respect to
any Contract, payment by the Seller to the Indenture Trustee of the Purchase
Amount of such Contract in connection with the purchase of such Contract
pursuant to Section 2.03, or payment by the Servicer of the Purchase Amount of
such Contract in connection with the purchase of such Contract pursuant to
Section 3.07 or the purchase of all Contracts pursuant to Section 8.01.

        "HOLDER" means, with respect to a (i) Certificate, the Person in whose
name such Certificate is registered in the Certificate Register and (ii) Note,
the Person in whose name such Note is registered in the Note Register.

        "INDEMNIFICATION AGREEMENT" shall have the meaning specified in the
Insurance Agreement.

        "INDENTURE" means the Indenture, dated as of the date hereof, between
the Issuer and the Indenture Trustee.



                                      -8-
<PAGE>   13

        "INDENTURE TRUSTEE" means The Chase Manhattan Bank, not in its
individual capacity but solely as the Indenture Trustee under the Indenture, its
successors in interest and any successor Indenture Trustee under the Indenture.

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

        "INITIAL CUT-OFF DATE" means February 1, 2000.

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

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

        "INSURER" means MBIA Insurance Corporation or its successors in
interest.

        "INSURER DEFAULT" means the occurrence and continuance of any of the
following:

               (i) the Insurer shall have failed to make a payment required to
        be made under the Policy in accordance with its terms;

               (ii) the Insurer shall have (a) filed a petition or commenced any
        case or proceeding under any provision or chapter of the United States
        Bankruptcy Code or any other similar federal or state law relating to
        insolvency, bankruptcy, rehabilitation, liquidation or reorganization,
        (b) made a general assignment for the benefit of its creditors or (c)
        had an order for relief entered against it under the United States
        Bankruptcy Code or any other similar federal or state law relating to
        insolvency, bankruptcy, rehabilitation, liquidation or reorganization
        which is final and nonappealable; or

               (iii) a court of competent jurisdiction, the New York Department
        of Insurance or other competent regulatory authority shall have entered
        a final and nonappealable order, judgment or decree (a) appointing a
        custodian, trustee, agent or receiver for the Insurer or for all or any
        material portion of its property or (b) authorizing the taking of
        possession by a custodian, trustee, agent or receiver of the Insurer (or
        the taking of possession of all or any material portion of the property
        of the Insurer).

        "INTEREST ACCRUAL PERIOD" means, with respect to any Distribution Date,
the period from and including the Distribution Date immediately preceding such
Distribution Date (or, in the case of the first Distribution Date, from and
including the Closing Date) to but excluding such Distribution Date; in the case
of the first Distribution Date, the Interest Accrual Period with respect to the
Class A-1 Notes will constitute 16 days and with respect to the Class A-2, Class
A-3 and Class A-4 Notes will constitute 17 days.

        "INTEREST RATE" means the Class A-1 Rate, the Class A-2 Rate, the Class
A-3 Rate or the Class A-4 Rate, as the case may be.

        "ISSUER" means Onyx Acceptance Owner Trust 2000-A and its successors.


                                      -9-
<PAGE>   14

        "LIEN" means a security interest, lien, charge, pledge, equity or
encumbrance of any kind, other than tax liens, mechanics' liens and any liens
that attach to the respective Contract by operation of law.

        "LIQUIDATED CONTRACT" means a Contract that (i) is the subject of a Full
Prepayment; (ii) is a Defaulted Contract with respect to which Liquidation
Proceeds constituting, in the Servicer's reasonable judgment, the final amounts
recoverable have been received and deposited in the Collection Account; (iii) is
paid in full on or after its Maturity Date; or (iv) has been a Defaulted
Contract for four or more Collection Periods and as to which Liquidation
Proceeds have not been deposited in the Collection Account; provided, however,
that in any event a Contract that is delinquent in the amount of five monthly
installments of Monthly P&I at the end of a Collection Period shall be deemed to
be a Liquidated Contract and shall be deemed to have a Principal Balance of
zero.

        "LIQUIDATION EXPENSES" means reasonable out-of-pocket expenses (not to
exceed Liquidation Proceeds), other than any overhead expenses, incurred by the
Servicer in connection with the realization of the full amounts due under any
Defaulted Contract (including the attempted liquidation of a Contract which is
brought current and is no longer in default during such attempted liquidation)
and the sale of any property acquired in respect thereof which are not
recoverable as proceeds paid by any insurer under a comprehensive and collision
insurance policy related to the Contract. Liquidation Expenses shall not include
any late fees or other administrative fees and expenses or similar charges
collected with respect to a Contract.

        "LIQUIDATION PROCEEDS" means amounts received by the Servicer (before
reimbursement for Liquidation Expenses) in connection with the realization of
the full amounts due and to become due under any Defaulted Contract and the sale
of any property acquired in respect thereof.

        "MATURITY DATE" means, with respect to any Contract, the date on which
the last scheduled payment of such Contract shall be due and payable as such
date may be extended pursuant to Section 3.02.

        "MONTHLY P&I" means, with respect to any Contract, the amount of each
monthly installment of principal and interest payable to the Obligee of such
Contract in accordance with the terms thereof, exclusive of any charges
allocable to the financing of any insurance premium and charges which represent
late payment charges or extension fees.

        "MOODY'S" means Moody's Investors Service, Inc., and its successors in
interest.

        "NET COLLECTIONS" means, with respect to any Distribution Date and the
related Collection Period, the sum of (i) all payments of Monthly P&I, all
partial prepayments, all Full Prepayments, Net Liquidation Proceeds and Net
Insurance Proceeds in each case, collected with respect to the Contracts during
such Collection Period, less partial prepayments of Precomputed Contracts
collected with respect to the Contracts during such Collection Period which are
deposited in the Payahead Account pursuant to Section 4.02(a), (ii) amounts
withdrawn from the Payahead Account pursuant to Section 4.01(b) and deposited in
the Collection Account with respect to such Distribution Date, and (iii) the
aggregate Purchase Amount for Purchased Contracts deposited in or credited to
the Collection Account pursuant to Section 4.02(a) on the Business Day preceding
the Servicer Report Date next preceding such Distribution Date.


                                      -10-
<PAGE>   15


        "NET INSURANCE PROCEEDS" means, with respect to any Contract, proceeds
paid by any insurer under a comprehensive and collision insurance policy related
to such Contract (other than funds used for the repair of the related Financed
Vehicle or otherwise released by Onyx to the related Obligor in accordance with
normal servicing procedures), after reimbursement to the Servicer of expenses
recoverable under such policy.

        "NET LIQUIDATION PROCEEDS" means the amount derived by subtracting from
the Liquidation Proceeds of a Contract the related Liquidation Expenses.

        "NET YIELD" means, on any day, the percentage equivalent of (a) four
multiplied by (b) a fraction the numerator of which is equal to (i) the
aggregate of all interest collected on Contracts during the three immediately
preceding Collection Periods minus (ii) the sum of (A) the aggregate outstanding
principal balances of Contracts which became Liquidated Contracts other than by
virtue of a Full Prepayment during such three Collection Periods (less any Net
Liquidation Proceeds received with respect to such Liquidated Contracts during
such three Collection Periods) and (B) interest paid to the Securityholders and
the Servicing Fees paid to the Servicer during such three Collection Periods,
and the denominator of which is equal to the average of the Pool Balances as of
the last day of each of such three immediately preceding Collection Periods.

        "NOTE" means a Class A-1 Note, a Class A-2 Note, a Class A-3 Note or a
Class A-4 Note.

        "NOTE DISTRIBUTABLE AMOUNT" means, with respect to any Distribution
Date, the sum of the Note Principal Distributable Amount and the Note Interest
Distributable Amount for such Distribution Date.

        "NOTE DISTRIBUTION ACCOUNT" means the account established and maintained
as such pursuant to Section 4.01.

        "NOTE FINAL SCHEDULED DISTRIBUTION DATE" means the Class A-1 Final
Scheduled Distribution Date, the Class A-2 Final Scheduled Distribution Date,
the Class A-3 Final Scheduled Distribution Date or the Class A-4 Final Scheduled
Distribution Date, as the case may be.

        "NOTEHOLDER" shall mean any Holder of a Note.

        "NOTE INTEREST CARRYOVER SHORTFALL" means, with respect to any
Distribution Date and a Class of Notes, the excess, if any, of the Note Interest
Distributable Amount for such Class for the immediately preceding Distribution
Date over the amount in respect of interest that is actually deposited in the
Note Distribution Account with respect to such Class on such preceding
Distribution Date, plus, to the extent permitted by applicable law, interest on
the amount of interest due but not paid to Noteholders of such Class on the
preceding Distribution Date at the related Interest Rate for the related
Interest Accrual Period; provided, however, that the Note Interest Carryover
Shortfall for the first Distribution Date shall be zero.

        "NOTE INTEREST DISTRIBUTABLE AMOUNT" means, with respect to any
Distribution Date and a Class of Notes, the sum of (i) an amount equal to the
interest accrued during the related Interest Accrual Period at the related
Interest Rate for such Class of Notes on the outstanding principal amount of
such Class of Notes on the immediately preceding Distribution Date, after giving
effect to all payments of principal to Noteholders of such Class on or prior to
such Distribution Date (or,


                                      -11-
<PAGE>   16

in the case of the first Distribution Date, on the original principal amount of
such Class of Notes) and (ii) the Note Interest Carryover Shortfall for such
Class of Notes for such Distribution Date.

        "NOTE PERCENTAGE" means (i) for each Distribution Date prior to the
Distribution Date on which the principal amount of the Class A-4 Notes is
reduced to zero, 100%; (ii) for the Distribution Date on which the principal
amount of the Class A-4 Notes is reduced to zero, (a) 100% until the principal
amount of the Class A-4 Notes has been reduced to zero and (b) with respect to
any remaining portion of the Regular Principal Distributable Amount, 0%; and
(iii) for each Distribution Date after the principal amount of the Class A-4
Notes has been reduced to zero, 0%.

        "NOTE POOL FACTOR" means, with respect to any Class of Notes as of any
Distribution Date, a six-digit decimal figure equal to the outstanding principal
amount of such Class of Notes (after giving effect to any reductions thereof to
be made on such Distribution Date) divided by the original outstanding principal
amount of such Class of Notes.

        "NOTE PRINCIPAL CARRYOVER SHORTFALL" means, as of the close of business
on any Distribution Date, the excess of the Note Principal Distributable Amount
for such Distribution Date over the amount in respect of principal that is
actually deposited in the Note Distribution Account on such Distribution Date.

        "NOTE PRINCIPAL DISTRIBUTABLE AMOUNT" means, with respect to any
Distribution Date, the sum of (i) the Note Percentage of the Regular Principal
Distributable Amount for such Distribution Date, (ii) the Accelerated Principal
Distributable Amount, if any, for such Distribution Date and (iii) any
outstanding Note Principal Carryover Shortfall for the immediately preceding
Distribution Date; provided, however, that the Note Principal Distributable
Amount shall not exceed the aggregate outstanding principal amount of the Notes.
Notwithstanding the foregoing, the Note Principal Distributable Amount on the
Note Final Scheduled Distribution Date for each Class of Notes shall not be less
than the amount that is necessary to reduce the outstanding principal amount of
the related Class of Notes to zero.

        "NOTE REGISTER" shall have the meaning specified in the Indenture.

        "OBLIGEE" means, with respect to any Contract, the Person to whom an
Obligor is indebted under such Contract.

        "OBLIGOR" means, with respect to any Contract, the purchaser or
co-purchasers of the Financed Vehicle and any other Person who owes payments
under such Contract.

        "OFFICERS' CERTIFICATE" means a certificate signed by the Chairman, the
President or a Vice President, and by the Treasurer, an Assistant Treasurer, the
Controller, an Assistant Controller, the Secretary or an Assistant Secretary of
any Person delivering such certificate and delivered to the Person to whom such
certificate is required to be delivered. In the case of an Officers' Certificate
of the Servicer, at least one of the signing officers must be a Servicing
Officer. Unless otherwise specified, any reference herein to an Officers'
Certificate shall be to an Officers' Certificate of the Servicer.

        "ONYX" means Onyx Acceptance Corporation and its successors in interest.


                                      -12-
<PAGE>   17

        "OPINION OF COUNSEL" means a written opinion of counsel (who may be
counsel to the Seller or the Servicer) acceptable to the Indenture Trustee, the
Owner Trustee or the Trust Agent, as the case may be, and the Insurer.

        "ORIGINAL CERTIFICATE BALANCE" means $25,800,000.

        "ORIGINAL POOL BALANCE" means $430,000,000, which is the sum of (i) the
Principal Balances of the Initial Contracts as of the Initial Cut-Off Date and
(ii) the Principal Balances of the Subsequent Contracts as of the Final Cut-Off
Date.

        "OUTSTANDING" means with respect to a Contract and as of the time of
reference thereto, a Contract that has not reached its Maturity Date, has not
been fully prepaid, has not become a Liquidated Contract and has not been
repurchased pursuant to Section 2.03, 3.07 or 8.01.

        "OUTSTANDING PRINCIPAL BALANCE" means, as of the applicable Cut-Off
Date, (i) with respect to any Precomputed Contract, the amount set forth as the
Outstanding Principal Balance of such Contract on the Schedule of Contracts,
such amount being the total of all unpaid Monthly P&I due on or after the
applicable Cut-Off Date, minus any unearned (or earned but unpaid) interest as
of the applicable Cut-Off Date computed in accordance with the Rule of 78's
Method or the Actuarial Method, as applicable, and (ii) with respect to any
Simple Interest Contract, the amount set forth as the Outstanding Principal
Balance of such Contract on the Schedule of Contracts, such amount being the
total of all principal payments due on or after the applicable Cut-Off Date.

        "OWNER TRUSTEE" means Bankers Trust (Delaware), not in its individual
capacity but solely as the Owner Trustee under the Trust Agreement acting on
behalf of the Certificateholders, its successors in interest and any successor
Owner Trustee under the Trust Agreement.

        "OWNER TRUSTEE CORPORATE TRUST OFFICE" means the principal office of the
Owner Trustee at which at any particular time its corporate trust business shall
be administered, which office at the date of the execution of this Agreement is
located at E.A. Delle Donne Corporate Center, 1011 Centre Road, Suite 200,
Wilmington, Delaware 19805-1266, Attention: Corporate Trust Administration; or
at such other address as the Owner Trustee may designate from time to time by
notice to the Securityholders, the Insurer, the Servicer and the Seller.

        "PAYAHEAD ACCOUNT" means the account established and maintained as such
pursuant to Section 4.01.

        "PAYMENT ACCOUNT" means the account established and maintained as such
pursuant to Section 4.01.

        "PAYING AGENT" means (i) with respect to the Notes, the Person acting as
the "Paying Agent" under the Indenture and (ii) with respect to the
Certificates, the Person acting as the "Paying Agent" under the Trust Agreement,
the Trust Agent or any other Person that meets the eligibility standards for the
Paying Agent specified in the Trust Agreement and is authorized by the Issuer to
make the distributions from the Certificate Distribution Account, including
distributions of principal of or interest on the Certificates on behalf of the
Issuer.

        "PERCENTAGE INTEREST" shall have the meaning specified in Section
4.04(d).


                                      -13-
<PAGE>   18

        "PERSON" means a legal person, including any individual, corporation,
estate, partnership, joint venture, association, joint stock company, trust,
unincorporated organization or government or any agency or political subdivision
thereof.

        "POLICY" means the financial guarantee insurance policy for the
Securities, number 31555, dated February 28, 2000 and issued by the Insurer to
the Indenture Trustee, guaranteeing payment of any Policy Claim Amount, the form
of which is attached hereto as Exhibit B.

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

        "POOL BALANCE" as of the time of determination means the aggregate of
the Principal Balances of the Contracts, exclusive of the Principal Balances of
all Contracts that are not Outstanding at the end of the Collection Period
ending immediately prior to such time of determination.

        "POTENTIAL PREFERENCE PARTIES" shall have the meaning specified in
Section 4.04(d).

        "PRECOMPUTED CONTRACT" means a Contract as to which, pursuant to the
terms of such Contract, the portion of payments allocable to earned interest and
principal thereunder is determined according to the "Rule of 78's Method" or the
"Actuarial Method".

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

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

        "PREMIUM" shall have the meaning specified in the Insurance Agreement.

        "PRINCIPAL BALANCE" means, with respect to a Contract, as of any date,
the Amount Financed under the terms of such Contract minus (i) that portion of
Monthly P&I in respect of such Contract received on or prior to the end of the
most recently ended Collection Period and allocable to principal as determined
by the Servicer and (ii) any Cram Down Loss incurred in respect of such Contract
on or prior to the end of the most recently ended Collection Period. For
purposes of this definition, allocations of Monthly P&I on each Contract by the
Servicer shall be made in accordance with the terms of such Contract, in the
case of a Simple Interest Contract or an Actuarial Contract, or in accordance
with the Recomputed Actuarial Method, in the case of a Rule of 78's Contract.

        "PURCHASE AGREEMENT" means the Amended and Restated Sale and Servicing
Agreement dated as of September 4, 1998 between Onyx, as seller, and the Seller,
as purchaser, as such agreement may have been or may be modified, supplemented
or amended from time to time.


                                      -14-
<PAGE>   19

        "PURCHASE AMOUNT" means, with respect to a Purchased Contract, the
Principal Balance of such Contract as of the date of purchase of such Contract
plus interest on such Contract through the date of such purchase, to the extent
not previously collected.

        "PURCHASED CONTRACT" means a Contract that (i) has been purchased by the
Servicer or the Seller because of certain material defects in documents related
to such Contract or certain breaches of representations and warranties regarding
such Contract made by the Seller in this Agreement that materially and adversely
affect the interests of the Securityholders or the Insurer, (ii) has been
purchased by the Servicer because of certain breaches of servicing covenants or
(iii) has been purchased by the Servicer in the event of an optional purchase of
all of the Contracts pursuant to Section 8.01

        "RATING AGENCIES" means Moody's and Standard & Poor's.

        "RECOMPUTED ACTUARIAL METHOD" means a method of accounting pursuant to
which each payment of Monthly P&I due on a Rule of 78's Contract will be deemed
to consist of interest equal to the product of 1/12 of the Recomputed Yield for
such Contract and the Principal Balance of the Contract as of the preceding Due
Date for such Contract and of principal to the extent of the remainder of such
scheduled installment of Monthly P&I, which will cause the Outstanding Principal
Balance as of the related Cut-Off Date to be amortized in full at the Recomputed
Yield.

        "RECOMPUTED YIELD" for any Rule of 78's Contract means the per annum
rate determined as of the related Cut-Off Date, such that the net present value
of the remaining scheduled payments due on such Contract, discounted at such
rate from the Due Date for each such scheduled payment to the Due Date for such
Contract immediately preceding the related Cut-Off Date, will equal the
Outstanding Principal Balance.

        "RECORD DATE" means, with respect to a Class of Notes or the
Certificates and any Distribution Date, the Business Day immediately preceding
such Distribution Date or, if Definitive Securities are issued, the last day of
the immediately preceding calendar month.

        "REGISTRAR OF TITLES" means the agency, department or office having the
responsibility for maintaining records of titles to motor vehicles and issuing
documents evidencing such titles in the jurisdiction in which a particular
Financed Vehicle is registered.

        "REGULAR PRINCIPAL DISTRIBUTABLE AMOUNT" means, with respect to any
Distribution Date, the amount equal to the sum of the following amounts with
respect to the related Collection Period: (i) collections received on Contracts
(other than Liquidated Contracts and Purchased Contracts) allocable to principal
as determined by the Servicer, including full and partial principal prepayments
(other than partial prepayments on Precomputed Contracts representing amounts
not due in such Collection Period which will be deposited into the Payahead
Account in accordance with this Agreement), (ii) the Principal Balance
(immediately prior to the reduction thereof to zero as provided in the
definition of "Liquidated Contract") of all Contracts (other than Purchased
Contracts) that became Liquidated Contracts during the related Collection
Period, (iii) the Principal Balance of all Contracts that became Purchased
Contracts as of the immediately preceding Record Date and (iv) the aggregate
amount of Cram Down Losses incurred during the related Collection Period.

        "REPAYMENT AMOUNT" shall have the meaning specified in the Insurance
Agreement.


                                      -15-
<PAGE>   20

        "RESIDUAL INTEREST" means the residual interest in the Trust, which
represents the right to the amount remaining, if any, after all prior
distributions have been made under this Agreement, the Indenture and the Trust
Agreement on each Distribution Date and certain other rights to receive amounts
hereunder and under the Trust Agreement.

        "RESPONSIBLE OFFICER" means any officer of the Indenture Trustee within
the Corporate Trust Office including any vice president, assistant vice
president, assistant treasurer, assistant secretary or any other officer of the
Indenture Trustee customarily performing functions similar to those performed by
any of the above designated officers with direct responsibility for the
administration of this Agreement.

        "RULE OF 78'S CONTRACT" means a Contract pursuant to which the
allocation between interest and principal is calculated using the Rule of 78's
Method.

        "RULE OF 78'S METHOD" means the method of allocating principal and
interest payments on a Contract whereby the amount of each payment allocable to
interest on a Contract is determined by multiplying the total amount of add-on
interest payable over the term of the Contract by a fraction, the denominator of
which is equal to the sum of a series of numbers representing the total number
of monthly payments due under the Contract and the numerator of which is the
number of payments remaining before giving effect to the payment to which the
fraction is being applied.

        "SCHEDULE OF CONTRACTS" means the list or lists of Contracts attached as
Schedule I-A and Schedule I-B to this Agreement, which Contracts are being
transferred to the Trust as part of the Trust Property, together with
supplemental data regarding the contracts calculated by Salomon Smith Barney
Inc. and verified by the Servicer. The Schedule of Contracts attached hereto as
Schedules I-A and I-B sets forth the Original Pool Balance, as well as the
following information with respect to each Contract in columns:

        Contract Number ("Account")
        Date of Origination ("Discount Date")
        Maturity Date ("Maturity")
        Monthly P&I ("Payment")
        Original Principal Balance ("Amount Financed")
        Outstanding Principal Balance ("Net Balance")
        Annual Percentage Rate ("APR")

In addition, the information contained in the Schedule of Contracts shall also
be contained on a computer disk or tape that shall be delivered by the Servicer
to the Indenture Trustee not later than the 5th Business Day following the
Closing Date.

        "SECURITIES" means the Notes and the Certificates.

        "SECURITYHOLDERS" means the Holders of the Notes and the Certificates.

        "SELLER" means Onyx Acceptance Financial Corporation, in its capacity as
the Seller of the Contracts under this Agreement, and each successor thereto (in
the same capacity) pursuant to Section 5.02.


                                      -16-
<PAGE>   21

        "SERVICER" means Onyx in its capacity as the servicer of the Contracts
under Section 3.01, and, in each case upon succession in accordance herewith,
each successor servicer in the same capacity pursuant to Section 3.01 and each
successor servicer pursuant to Section 7.02.

        "SERVICER DEFAULT" means an event specified in Section 7.01.

        "SERVICER REPORT DATE" means, with respect to any Distribution Date, the
fifth Business Day prior to such Distribution Date.

        "SERVICING FEE" means, as to any Distribution Date, the fee payable to
the Servicer for services rendered during the Collection Period ending
immediately prior to such Distribution Date, which shall be an amount equal to
the product of one-twelfth of 1% per annum multiplied by the Pool Balance as of
the end of the Collection Period preceding the related Collection Period.

        "SERVICING OFFICER" means any officer of the Servicer involved in, or
responsible for, the administration and servicing of the Contracts whose name
appears on a list of servicing officers furnished to the Indenture Trustee by
the Servicer pursuant to Section 3.01, as such list may be amended or
supplemented from time to time.

        "SERVICING STANDARDS" means at any time the quality of the Servicer's
performance with respect to (i) compliance with the terms of this Agreement and
(ii) adequacy, measured in accordance with industry standards and current and
historical standards of the Servicer, in respect of the servicing of all
Contracts serviced by the Servicer, regardless of whether any such Contract is
owned by the Servicer or otherwise.

        "SIMPLE INTEREST CONTRACT" means a Contract as to which the portion of
payments allocable to earned interest and principal thereunder is determined
according to the Simple Interest Method. For such Contracts, interest accrued as
of the Due Date is paid first, and then the remaining payment is applied to the
unpaid principal balance. Accordingly, if an Obligor pays the fixed monthly
installment in advance of the Due Date, the portion of the payment allocable to
interest for the period since the preceding payment will be less than it would
be if the payment were made on the Due Date, and the portion of the payment
allocable to reduce the principal balance will be correspondingly greater.
Conversely, if an Obligor pays the fixed monthly installment after its Due Date,
the portion of the payment allocable to interest for the period since the
preceding payment will be greater than it would be if the payment were made on
the Due Date, and the portion of the payment allocable to reduce the principal
balance will be correspondingly smaller. When necessary, an adjustment will be
made at the maturity of the Contract to the scheduled final payment to reflect
the larger or smaller, as the case may be, allocations of payments to the amount
financed under the Contract as a result of early or late payments, as the case
may be.

        "SIMPLE INTEREST METHOD" means the method for calculating interest on a
Contract whereby interest due is calculated each day based on the actual
principal balance of the Contract on that day.

        "SPREAD ACCOUNT" means the account established and maintained as such
pursuant to Section 4.01.

        "SPREAD ACCOUNT MAXIMUM" shall have the meaning set forth in the
Insurance Agreement.


                                      -17-
<PAGE>   22

        "STANDARD & POOR'S" means Standard & Poor's Ratings Services, a division
of The McGraw-Hill Companies, Inc., and its successors in interest.

        "SUBSEQUENT CONTRACTS" means the Contracts designated as such in
Schedule I-B attached hereto, which have an aggregate Outstanding Principal
Balance of $91,777,892.43.

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

        "TITLE DOCUMENT" means, with respect to any Financed Vehicle, the
certificate of title for, or other evidence of ownership of, such Financed
Vehicle issued by the Registrar of Titles in the jurisdiction in which such
Financed Vehicle is registered. For Financed Vehicles registered in the State of
California, the Title Document may consist of electronic evidence of ownership
on the Electronic Lien and Title system of the California Department of Motor
Vehicles.

        "TRUST" means the Issuer.

        "TRUST ACCOUNT PROPERTY" means the Trust Accounts, all amounts and
investments held from time to time in any Trust Account (whether in the form of
deposit accounts, physical property, book-entry securities, uncertificated
securities or otherwise) and all proceeds of the foregoing.

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

        "TRUST AGENT" means The Chase Manhattan Bank, not in its individual
capacity but solely as the Trust Agent under the Trust Agreement and this
Agreement acting on behalf of the Owner Trustee, its successors in interest, and
any successor Trust Agent under such agreements.

        "TRUST AGENT OFFICE" means the principal office of the Trust Agent,
which office at the date of the execution of this Agreement is located at 450 W.
33rd Street, 14th Floor, New York, New York 10001-2697, Attention: Capital
Market Fiduciary Services; or at such other address as the Trust Agent may
designate from time to time by notice to the Securityholders, the Insurer, the
Servicer and the Seller.

        "TRUST AGREEMENT" means the Trust Agreement, dated as of February 1,
2000, among the Depositor, the Owner Trustee and the Trust Agent.

        "TRUST PROPERTY" has the meaning set forth in Section 2.01 hereof.

        "UCC" means the Uniform Commercial Code as in effect in the applicable
jurisdiction.

        SECTION 1.02. USAGE OF TERMS.

        With respect to all terms in this Agreement, the singular includes the
plural and the plural the singular; words importing any gender include the other
genders; references to "writing" include printing, typing, lithography and other
means of reproducing words in a visible form; references to agreements and other
contractual instruments include all amendments, modifications and supplements
thereto or any changes therein entered into in accordance with their respective
terms and not prohibited by this Agreement; references to Persons include their
permitted successors and assigns; and the term "including" means "including
without limitation."


                                      -18-
<PAGE>   23

        SECTION 1.03. SECTION REFERENCES.

        All section references, unless otherwise indicated, shall be to Sections
in this Agreement.

        SECTION 1.04. CALCULATIONS.

        Interest on the Notes and the Certificates will be calculated on the
basis of a 360-day year of twelve 30-day months, except that interest on the
Class A-1 Notes will be calculated on the basis of a 360-day year and the actual
number of days in the related Interest Accrual Period. Collections of interest
on Rule of 78's Contracts shall be calculated as if such Contracts were
actuarial contracts the scheduled principal balances of which are the Principal
Balances thereof, and collections of interest on Simple Interest Contracts and
Actuarial Contracts will be calculated in accordance with the terms thereof.

        SECTION 1.05. ACCOUNTING TERMS.

        All accounting terms used but not specifically defined herein shall be
construed in accordance with generally accepted accounting principles in the
United States of America.

                                   ARTICLE II

                            CONVEYANCE OF CONTRACTS;
                  REPRESENTATIONS AND WARRANTIES OF THE SELLER

        SECTION 2.01. CONVEYANCE OF CONTRACTS.

        (a) In consideration of the Issuer's delivery of authenticated Notes and
Certificates, in an aggregate amount equal to $430,000,000, to or upon the order
of the Seller, effective upon the Closing Date, the Seller hereby sells, grants,
transfers, conveys and assigns to the Issuer, without recourse (except as
expressly provided in Section 2.03 hereof), all of the right, title and interest
of the Seller in, to and under:

                      (i)    the Contracts listed in the Schedule of Contracts;

                      (ii)   all monies received under the Contracts on or after
                             the Cut-Off Date;

                      (iii)  all Net Liquidation Proceeds and Net Insurance
                             Proceeds with respect to any Financed Vehicle to
                             which a Contract relates received on or after the
                             Cut-Off Date;

                      (iv)   the Contract Documents and Contract Files relating
                             to the Contracts (except the Contract Documents and
                             Contract Files for Contracts which have been the
                             subject of a Full Prepayment received on or after
                             the Cut-Off Date but no later than two Business
                             Days prior to the Closing Date, in lieu of which
                             the Seller shall have deposited in or credited to
                             the Collection Account on or prior to the Closing
                             Date an amount equal to such Full Prepayment);


                                      -19-
<PAGE>   24

                      (v)    the Trust Accounts and all amounts, financial
                             assets and investment property held therein or
                             credited thereto, including, if applicable, all
                             Eligible Investments credited thereto (but
                             excluding (A) the Payahead Account and all amounts,
                             financial assets and investment property held
                             therein or credited thereto, including all Eligible
                             Investments credited thereto and (B) investment
                             income credited to the Collection Account);

                      (vi)   the right of the Seller, as purchaser under the
                             Purchase Agreement, to cause Onyx as seller
                             thereunder to repurchase Contracts listed in the
                             Schedule of Contracts under certain circumstances;

                      (vii)  any and all security interests of the Seller in the
                             Financed Vehicles and the rights to receive
                             proceeds from claims on certain insurance policies
                             covering the Financed Vehicles or the individual
                             Obligors under each related Contract;

                      (viii) the Seller's right to proceeds under the Blanket
                             Insurance Policy with respect to the Contracts; and

                      (ix)   all proceeds in any way delivered with respect to
                             the foregoing, all rights to payments with respect
                             to the foregoing and all rights to enforce the
                             foregoing.

        The foregoing items of property listed in this Section 2.01, together
with the rights of the Indenture Trustee under the Policy, are collectively
referred to as the "TRUST PROPERTY". In addition, on or prior to the Closing
Date, the Seller shall cause the Insurer to deliver the Policy to the Indenture
Trustee for the benefit of the Securityholders.

        It is the intention of the Seller and the Issuer that the assignment and
transfer herein contemplated constitute (and shall be construed and treated for
all purposes as) a true and complete sale of the Trust Property (other than the
Spread Account and the Policy), conveying good title thereto free and clear of
any liens and encumbrances, from the Seller to the Issuer. However, in the event
that such conveyance is deemed to be a pledge to secure a loan (in spite of the
express intent of the parties hereto that this conveyance constitutes, and shall
be construed and treated for all purposes, as a true and complete sale), the
Seller hereby grants to the Issuer, for the benefit of the Securityholders and
the Insurer, a first priority perfected security interest in all of the Seller's
right, title and interest in the Trust Property whether now existing or
hereafter created and all proceeds of the foregoing to secure the loan deemed to
be made in connection with such pledge and, in such event, this Agreement shall
constitute a security agreement under applicable law.

        (b) As of the Closing Date, the Issuer acknowledges the conveyance to it
of the Trust Property from the Seller, including all right, title and interest
of the Seller in and to the Trust Property, receipt of which is hereby
acknowledged by the Issuer. Concurrently with such delivery and in exchange
therefor, the Issuer has pledged to the Indenture Trustee, for the benefit of
the Securityholders and the Insurer, the Trust Property and the Indenture
Trustee, pursuant to the written instructions of the Issuer, has executed and
caused to be authenticated and delivered the Notes to the Seller or its
designee, upon the order of the Issuer. In addition, concurrently with such
delivery and


                                      -20-
<PAGE>   25

in exchange therefor, the Owner Trustee, pursuant to the instructions of the
Seller, has executed (not in its individual capacity, but solely as Owner
Trustee on behalf of the Issuer) and caused to be authenticated and delivered
the Certificates to the Seller or its designee, upon the order of the Seller.

        (c) In connection with the sale of the Contracts pursuant to the
Purchase Agreement, Onyx has filed with the office of the Secretary of State of
the State of California a UCC-1 financing statement naming Onyx as debtor,
naming the Seller as secured party and including the Contracts in the
description of the collateral. In connection with the sale of the Contracts
pursuant to this Agreement, the Seller has filed or caused to be filed with the
Secretary of State of the State of California a UCC-1 financing statement naming
the Seller as debtor, naming the Issuer as secured party, naming the Indenture
Trustee, on behalf of the Noteholders, as assignee, and including the Contracts
in the description of the collateral. In connection with the pledge of the
Contracts pursuant to the Indenture, the Trust has filed with the offices of the
Secretary of State of the State of Delaware UCC-1 financing statements naming
the Trust as debtor and the Indenture Trustee, on behalf of the Noteholders and
the Insurer, as secured party. The grant of a security interest to the Indenture
Trustee and the rights of the Indenture Trustee in the Contracts shall be
governed by the Indenture.

        The Seller shall have caused UCC-2 termination statements to have been
filed with the office of Secretary of State of the State of California
terminating any effective UCC-1 financing statements with respect to any
outstanding security interests in the Contracts.

        (d) From time to time, the Servicer shall cause to be taken such actions
as are necessary to continue the perfection of the respective interests of the
Trust and the Indenture Trustee in the Contracts and to continue the first
priority security interest of the Indenture Trustee in the Financed Vehicles and
their proceeds (other than, as to such priority, any statutory lien arising by
operation of law after the Closing Date which is prior to such interest),
including, without limitation, the filing of financing statements, amendments
thereto or continuation statements and the making of notations on records or
documents of title.

        (e) If any change in the name, identity or corporate structure of the
Seller or Onyx or the relocation of the chief executive office of either of them
would make any financing or continuation statement or notice of lien filed under
this Agreement or the other Basic Documents misleading within the meaning of
applicable provisions of the UCC or any title statute, the Servicer, within the
time period required by applicable law, shall file such financing statements or
amendments as may be required to preserve and protect the interests of the
Trust, the Indenture Trustee, the Securityholders and the Insurer in the
Contracts, the related Financed Vehicles and the proceeds thereof. Promptly
thereafter, the Servicer shall deliver to the Trust, the Indenture Trustee and
the Insurer an Opinion of Counsel stating that, in the opinion of such counsel,
all financing statements or amendments necessary fully to preserve and protect
the interests of the Trust, the Indenture Trustee, the Securityholders and the
Insurer in the Contracts, the related Financed Vehicles and the proceeds thereof
have been filed, and reciting the details of such filings.

        (f) During the term of this Agreement, the Seller and Onyx shall each
maintain its chief executive office in one of the states of the United States.

        (g) The Servicer shall pay all reasonable costs and disbursements in
connection with the perfection and the maintenance of perfection, as against all
third parties, of the Indenture Trustee's right, title and interest in and to
the Contracts and in connection with maintaining the first priority


                                      -21-
<PAGE>   26

security interest (subject to the security interest of the Insurer pursuant to
the Insurance Agreement) in the Financed Vehicles and the proceeds thereof.

        SECTION 2.02. REPRESENTATIONS AND WARRANTIES OF THE SELLER.

        The Seller makes the following representations and warranties on which
(i) the Issuer is deemed to have relied in acquiring the Contracts and (ii) the
Insurer is deemed to have relied in issuing the Policy; provided such
representations and warranties speak as of the execution and delivery of this
Agreement and as of the Closing Date with respect to Sections 2.02 (a), (b) and
(c), but shall survive the sale, transfer and assignment of the Contracts to the
Issuer and the pledge thereof to the Indenture Trustee pursuant to the
Indenture.

        (a) As to the Seller:

                      (i)    The Seller is duly organized and validly existing
                             as a corporation organized and existing and in good
                             standing under the laws of the State of Delaware,
                             with power and authority to own its properties and
                             to conduct its business and had at all relevant
                             times, and has, power, authority, and legal right
                             to originate or acquire and own the Contracts.

                      (ii)   The Seller is duly qualified to do business as a
                             foreign corporation in good standing, and shall
                             have obtained all necessary licenses and approvals
                             in all jurisdictions in which the ownership or
                             lease of property or the conduct of its business
                             requires such qualifications.

                      (iii)  The Seller has the power and authority to execute
                             and deliver this Agreement and to carry out its
                             terms; the Seller has full power and authority to
                             sell and assign the property to be sold and
                             assigned to and deposited with the Issuer and has
                             duly authorized such sale and assignment to the
                             Issuer by all necessary corporate action; and the
                             execution, delivery, and performance of this
                             Agreement has been duly authorized by the Seller by
                             all necessary corporate action.

                      (iv)   This Agreement constitutes (A) a valid sale,
                             transfer, and assignment of the Contracts,
                             enforceable against creditors of and purchasers
                             from the Seller and (B) a legal, valid, and binding
                             obligation of the Seller enforceable in accordance
                             with its terms, except as such enforceability may
                             be limited by bankruptcy, insolvency,
                             reorganization, or other similar laws affecting the
                             enforcement of creditors' rights in general and by
                             general principles of equity, regardless of whether
                             such enforceability shall be considered in a
                             proceeding in equity or at law.

                      (v)    The consummation of the transactions contemplated
                             by this Agreement and the fulfillment of the terms
                             hereof shall not conflict with, result in any
                             breach of any of the terms and provisions of, nor
                             constitute (with or without notice or lapse of
                             time) a default under,


                                      -22-
<PAGE>   27

                             the certificate of incorporation or bylaws of the
                             Seller, or any indenture, agreement, or other
                             instrument to which the Seller is a party or by
                             which it shall be bound; nor result in the creation
                             or imposition of any Lien upon any of the
                             properties of the Seller pursuant to the terms of
                             any such indenture, agreement, or other instrument
                             (other than pursuant to the Basic Documents to
                             which the Seller is a party); nor violate any law
                             or any order, rule, or regulation applicable to the
                             Seller of any court or of any federal or state
                             regulatory body, administrative agency, or other
                             governmental instrumentality having jurisdiction
                             over the Seller or its properties.

                      (vi)   To the Seller's best knowledge after due inquiry,
                             there are no proceedings or investigations pending,
                             or threatened, before any court, regulatory body,
                             administrative agency, or other governmental
                             instrumentality having jurisdiction over the Seller
                             or its properties: (A) asserting the invalidity of
                             this Agreement, the Notes or the Certificates, (B)
                             seeking to prevent the issuance of the Notes or the
                             Certificates or the consummation of any of the
                             transactions contemplated by this Agreement, (C)
                             seeking any determination or ruling that might
                             materially and adversely affect the performance by
                             the Seller of its obligations under, or the
                             validity or enforceability of, this Agreement, the
                             Notes or the Certificates, or (D) naming the Seller
                             which might adversely affect the federal income tax
                             attributes of the Notes or the Certificates.

        (b) As to each Contract (except as noted below as being applicable only
to either Precomputed Contracts or Simple Interest Contracts):

                      (i)    The information pertaining to such Contract set
                             forth in the related Schedule of Contracts was true
                             and correct in all material respects at the Closing
                             Date.

                      (ii)   As of the Closing Date, such Contract was secured
                             by a valid and enforceable first priority security
                             interest in favor of Onyx or a subsidiary of Onyx
                             in the related Financed Vehicle, and such security
                             interest has been duly perfected and is prior to
                             all other liens upon and security interests in such
                             Financed Vehicle which now exist or may hereafter
                             arise or be created (except, as to priority, for
                             any lien for unpaid taxes or unpaid storage or
                             repair charges which may arise after the Closing
                             Date in accordance with the UCC); such security
                             interest is assignable, had been assigned by Onyx
                             to the Seller pursuant to the Purchase Agreement,
                             and, as of the Closing Date, has been assigned by
                             the Seller to the Issuer pursuant to Section
                             2.01(a) hereof.

                      (iii)  (A) If the related Contract was originated in a
                             state in which notation of a security interest on
                             the Title Document (or in the electronic title
                             records, in the case of the State of California) is
                             required or permitted



                                      -23-
<PAGE>   28

                             to perfect the security interest in the related
                             Financed Vehicle, the Title Document or the
                             electronic title records for such Financed Vehicle
                             shows, or, if a new or replacement Title Document
                             is being applied for with respect to such Financed
                             Vehicle, the Title Document will be received within
                             180 days of the Closing Date and will show, Onyx
                             named as the original secured party under the
                             related Contract as the holder of a first priority
                             security interest in such Financed Vehicle, and (B)
                             if the related Contract was originated in a state
                             in which the filing of a financing statement under
                             the UCC is required to perfect a security interest
                             in motor vehicles, such filings or recordings have
                             been duly made and show Onyx named as the original
                             secured party under the related Contract, and in
                             either case, the Indenture Trustee on behalf of the
                             Securityholders and the Insurer has the same rights
                             as such secured party has or would have (if such
                             secured party were still the owner of such
                             Contract) against all parties claiming an interest
                             in such Financed Vehicle. With respect to each
                             Contract for which the Title Document has not yet
                             been returned from the Registrar of Titles (or
                             evidenced in the electronic title records, in the
                             case of the State of California), Onyx has written
                             evidence that such Title Documents showing Onyx as
                             first lienholder have been applied for.

                      (iv)   As of the Closing Date, the Seller had good and
                             marketable title to and was the sole owner of each
                             such Contract to be transferred to the Issuer
                             pursuant to Section 2.01 free of liens, claims,
                             encumbrances and rights of others and, upon
                             transfer of such Contract to the Issuer pursuant to
                             Section 2.01, the Issuer will have good and
                             marketable title to, will have a first priority
                             perfected security interest in and will be the sole
                             owner of such Contract free of liens, encumbrances
                             and rights of others.

                      (v)    As of the related Cut-Off Date, the most recent
                             scheduled payment due on each such Contract had
                             been made or was not delinquent more than 30 days
                             and, to the best of the Seller's knowledge, all
                             payments on the Contract were made by the related
                             Obligors.

                      (vi)   As of the Closing Date, there is no lien against
                             the related Financed Vehicle for delinquent taxes.

                      (vii)  As of the Closing Date, there is no right of
                             rescission, offset, defense or counterclaim to the
                             obligation of the related Obligor(s) to pay the
                             unpaid principal or interest due under such
                             Contract; the operation of the terms of such
                             Contract or the exercise of any right thereunder
                             will not render such Contract unenforceable in
                             whole or in part or subject such Contract to any
                             right of rescission, offset, defense or
                             counterclaim, and the Seller has no knowledge that
                             such right of rescission, offset, defense or
                             counterclaim has been asserted or threatened.


                                      -24-
<PAGE>   29

                      (viii) As of the Closing Date, to the best of the Seller's
                             knowledge, there are no liens or claims which have
                             been filed, including liens for work, labor,
                             material, storage or unpaid taxes affecting the
                             related Financed Vehicle which are or may become a
                             lien prior to, or equal or coordinate with, the
                             security interest granted by such Contract.

                      (ix)   Such Contract, and the sale of the Financed Vehicle
                             sold thereunder, complied, at the time it was made,
                             in all material respects with all applicable
                             federal, state and local laws (and regulations
                             thereunder), including without limitation usury,
                             equal credit opportunity, fair credit reporting,
                             truth-in-lending or other similar laws, the Federal
                             Trade Commission Act, the Fair Debt Collection
                             Practices Act, the Fair Credit Billing Act, the
                             Magnuson-Moss Warranty Act, the Federal Reserve
                             Board's Regulations B and Z, the Soldiers' and
                             Sailors' Civil Relief Act of 1940, state adoptions
                             of the National Consumer Act and the Uniform
                             Consumer Credit Code, and other applicable state
                             laws regulating retail installment sales contracts
                             and loans in general and motor vehicle retail
                             installment contracts and loans in particular; and
                             the consummation of the transactions herein
                             contemplated, including, without limitation, the
                             transfer of ownership of such Contracts to the
                             Issuer and the receipt of interest by the
                             Securityholders, will not violate any applicable
                             federal, state or local law.

                      (x)    Such Contract is the legal, valid and binding
                             obligation of the related Obligor(s) thereunder and
                             is enforceable in accordance with its terms, except
                             only as such enforcement may be limited by
                             bankruptcy, insolvency or similar laws affecting
                             the enforcement of creditors' rights generally;
                             each party to such Contract had full legal capacity
                             to execute and deliver such Contract and all other
                             documents related thereto and to grant the security
                             interest purported to be granted thereby; the terms
                             of such Contract have not been waived, amended or
                             modified in any respect, except by instruments that
                             are part of the related Contract Documents, and no
                             such waiver, amendment or modification has caused
                             such Contract to fail to meet all of the
                             representations, warranties and conditions, set
                             forth herein with respect thereto.

                      (xi)   Such Contract contains customary and enforceable
                             provisions such as to render the rights and
                             remedies of the holder or assignee thereof adequate
                             for the practical realization against the
                             collateral of the benefits of the security,
                             subject, as to enforceability, to bankruptcy,
                             insolvency, reorganization or similar laws
                             affecting the enforcement of creditors' rights
                             generally.

                      (xii)  As of the Closing Date, (a) there was no default,
                             breach, violation or event permitting acceleration
                             existing under such Contract (except



                                      -25-
<PAGE>   30

                             payment delinquencies permitted by subparagraph (v)
                             above), (b) there does not exist any continuing
                             condition that with notice or lapse of time would
                             constitute a default, breach, violation or event
                             permitting acceleration existing under such
                             Contract, and (c) the Seller has not waived any
                             such default, breach, violation or event permitting
                             acceleration except payment delinquencies permitted
                             by subparagraph (v) above.

                      (xiii) As of the Closing Date each related Financed
                             Vehicle will be covered by the Blanket Insurance
                             Policy; each of Onyx and the Seller shall at all
                             times comply with all of the provisions of such
                             insurance policy applicable to it so long as such
                             insurance policy is in effect.

                      (xiv)  As of the Closing Date, (a) such Contract will
                             require that the related Obligor(s) obtain and
                             maintain in effect for the related Financed Vehicle
                             a comprehensive and collision insurance policy (i)
                             in an amount at least equal to the lesser of (x)
                             its maximum insurable value or (y) the principal
                             amount due from the related Obligor(s) under such
                             Contract, (ii) naming Onyx or a subsidiary of Onyx
                             as a loss payee and (iii) insuring against loss and
                             damage due to fire, theft, transportation,
                             collision and other risks generally covered by
                             comprehensive and collision coverage and (b) the
                             Servicer shall have put in place a vendor's single
                             interest insurance policy providing coverage upon
                             repossession of the related Financed Vehicle in an
                             amount equal to the lesser of the actual cash value
                             of such Financed Vehicle, the cost of repair or
                             replacement for such Financed Vehicle and the
                             unpaid balance of the related Contract. Each of
                             Onyx and the Seller shall, and Onyx shall cause any
                             subsidiary of Onyx which originated a Contract to,
                             at all times comply with all of the provisions of
                             such insurance policies applicable to it.

                      (xv)   Such Contract was acquired by Onyx from a Dealer
                             with which it ordinarily does business, and no
                             adverse selection procedures have been utilized in
                             selecting such Contract from all other similar
                             contracts purchased or originated by Onyx or any
                             such subsidiary.

                      (xvi)  Payments under such Contract have been applied in
                             accordance with the Rule of 78's Method, the
                             Actuarial Method or the Simple Interest Method, as
                             provided in the applicable Contract, and are due
                             monthly in substantially equal amounts through its
                             Maturity Date sufficient to fully amortize the
                             principal balance of such Contract by its Maturity
                             Date.

                      (xvii) There is only one original of such Contract and
                             such original, together with all other related
                             Contract Documents, is being held by the Custodian.



                                      -26-
<PAGE>   31

                     (xviii) As of the Closing Date, the Servicer has clearly
                             marked its electronic records to indicate that such
                             Contract is owned by the Issuer.

                     (xix)   At the date of origination of the Contract, the
                             original principal balance of such Contract was not
                             greater than the purchase price to the related
                             Obligor(s) (including taxes, warranties, licenses
                             and related charges) of the related Financed
                             Vehicle.

                     (xx)    As of the related Cut-Off Date, the Seller has not
                             received notice that any Obligor under such
                             Contract has filed for bankruptcy.

                     (xxi)   Such Contract had an original maturity of not more
                             than 72 months and as of the related Cut-Off Date,
                             such Contract has a remaining maturity of 72 months
                             or less;

                     (xxii)  The first scheduled payment under at least 80% of
                             the Initial Contracts (by Outstanding Principal
                             Balance) is due on or before February 29, 2000, and
                             the first scheduled payment under at least 90% of
                             the Subsequent Contracts (by Outstanding Principal
                             Balance) is due on or before March 31, 2000.

                     (xxiii) As of the related Cut-Off Date, such Contract has a
                             remaining principal balance of at least $500.

                     (xxiv)  As of the related Cut-Off Date, such Contract is
                             secured by a Financed Vehicle that has not been
                             repossessed without reinstatement.

                     (xxv)   The related Obligor(s) were located in Alabama,
                             Arizona, California, Colorado, Delaware, Florida,
                             Georgia, Idaho, Illinois, Indiana, Iowa, Kentucky,
                             Maryland, Michigan, Minnesota, Mississippi,
                             Missouri, Montana, Nevada, New Jersey, North
                             Carolina, Ohio, Oklahoma, Oregon, South Carolina,
                             Tennessee, Texas, Utah, Virginia or Washington on
                             the date of origination of such Contract;

                     (xxvi)  The Obligor on such Contract is either (a) a
                             natural person residing in any state or (b) another
                             entity, provided that a natural person is a joint
                             and several Obligor with respect to such Contract.

        (c) As to all of the Contracts:

                     (i)     The aggregate Outstanding Principal Balance payable
                             by Obligors of the Contracts as of the related
                             Cut-Off Date equals the Original Pool Balance.

                     (ii)    As of the related Cut-Off Date, approximately
                             16.00% of the Outstanding Principal Balance of all
                             Contracts is attributable to loans involving new
                             Financed Vehicles, and approximately 84.00% of the


                                      -27-
<PAGE>   32

                             Outstanding Principal Balance of all Contracts is
                             attributable to loans involving used Financed
                             Vehicles.

                      (iii)  As of the related Cut-Off Date, the aggregate
                             Outstanding Principal Balance of all Contracts
                             originated in any single state, other than
                             California, did not equal or exceed 10%.

        (d) None of the foregoing representations and warranties shall be
construed as, and the Seller is specifically not making, any representations and
warranties regarding the collectibility of the Contracts or the future
performance of the Contracts.

        (e) The Seller has not prepared any financial statement which accounts
for the transfer of the Trust Property (other than the Policy and the Spread
Account) hereunder to the Issuer in any manner other than as a sale of the Trust
Property (other than the Policy and the Spread Account) by it to the Issuer, and
the Seller has not in any other non-income tax respect (including, but not
limited to, for accounting purposes) accounted for or treated the transfer of
the Trust Property (other than the Policy and the Spread Account) hereunder in
any manner other than as a sale and absolute assignment to the Issuer of the
Seller's full right, title and ownership interest in the Trust Property (other
than the Policy and the Spread Account) to the Issuer.

        SECTION 2.03. REPURCHASE OF CERTAIN CONTRACTS.

        The representations and warranties of the Seller set forth in Section
2.02 shall survive the Closing Date and shall continue until the termination of
this Agreement. Upon discovery by the Seller, the Servicer, the Insurer or a
Responsible Officer of the Owner Trustee, the Indenture Trustee or the Trust
Agent that any of such representations and warranties was incorrect or that any
of such conditions was unsatisfied as of the time made or that any of the
Contract Documents relating to any such Contract has not been properly executed
by the Obligor or contains a material defect or has not been received by the
Custodian, such Person making such discovery shall give prompt notice to the
other such Persons. If any such defect, incorrectness or omission materially and
adversely affects the interest of the Noteholders, the Certificateholders, the
Indenture Trustee, the Issuer or the Insurer, the Seller shall cure the defect
or eliminate or otherwise cure the circumstances or condition in respect of
which such representation or warranty was incorrect as of the time made;
provided that if the Seller is unable to do so by the last day of the Collection
Period following the Collection Period (or, if the Seller elects, the last day
of such Collection Period) during which the Seller becomes aware of or receives
written notice from the Servicer, the Insurer or the Indenture Trustee of such
defect, incorrectness or omission, it shall repurchase such Contract on the last
day of the applicable Collection Period from the Issuer at the Purchase Amount.
Upon any such repurchase, the Issuer shall execute and deliver such instruments
of transfer or assignment, in each case without recourse, as shall be necessary
to vest in the Seller any Contract purchased hereunder. The sole remedy of the
Issuer, the Indenture Trustee or the Securityholders with respect to a breach of
the Seller's representations and warranties pursuant to Section 2.02 shall be to
require the Seller to repurchase Contracts pursuant to this Section; provided,
however, that the Seller shall indemnify the Owner Trustee, the Trust Agent, the
Indenture Trustee, the Insurer, the Issuer and the Securityholders against all
costs, expenses, losses, damages, claims and liabilities, including reasonable
fees and expenses of counsel, which may be asserted against or incurred by any
of them as a result of third-party claims arising out of the events or facts
giving rise to such breach.


                                      -28-
<PAGE>   33

        SECTION 2.04. CUSTODY OF CONTRACT FILES.

        (a)    Duties of Custodian.  The Custodian shall:

                      (i)    maintain continuous custody of the Contract
                             Documents in secure and fire resistant facilities
                             in accordance with customary standards for such
                             custody. Such Contract Documents shall not be
                             segregated to show the Issuer as owner thereof and
                             the Indenture Trustee as the pledgee thereof,
                             unless the Insurer requires such segregation.

                      (ii)   with respect to the Contract Documents, (A) act
                             exclusively as the Custodian for the benefit of the
                             Indenture Trustee and (B) hold all Contract
                             Documents for the exclusive use (notwithstanding
                             Sections 2.04(a)(iii) and 2.04(a)(iv) below) and
                             for the benefit of the Indenture Trustee.

                      (iii)  in the event that the Servicer is not the
                             Custodian, to the extent the Servicer directs the
                             Custodian in writing, deliver certain specified
                             Contract Documents to the Servicer to enable the
                             Servicer to service the Contracts pursuant to this
                             Agreement. At such time as the Servicer returns
                             such Contract Documents to the Custodian, the
                             Servicer shall provide written notice of such
                             return to the Custodian. The Custodian shall
                             acknowledge receipt of the returned materials by
                             signing the Servicer's notice and shall promptly
                             send copies of such acknowledgment or receipt to
                             the Servicer.

                      (iv)   upon reasonable prior written notice, permit the
                             Servicer, the Indenture Trustee and the Insurer to
                             examine the Contract Documents in the possession,
                             or under the control, of the Custodian.

                      (v)    at its own expense, maintain at all times while
                             acting as Custodian, and keep in full force and
                             effect (A) fidelity insurance, (B) theft of
                             documents insurance, (C) fire insurance, and (d)
                             forgery insurance. All such insurance shall be in
                             amounts, with standard coverage and subject to
                             deductibles, as are customary for similar insurance
                             typically maintained by banks that act as custodian
                             in similar transactions.

        (b) Appointment of Custodian. As of the Closing Date, Onyx shall be the
Custodian of the Contract Documents; provided, however, that (i) the Indenture
Trustee (if the Notes have not been paid in full and the Indenture has not been
satisfied and discharged) and the Issuer, with the consent of the Insurer, or
(ii) the Insurer, may terminate such appointment at any time, with or without
cause by written notice to the Custodian, and upon the execution by the
Indenture Trustee at the direction of the Insurer (or, if the Notes have been
paid in full and the Indenture has been satisfied and discharged, the Issuer at
the direction of the Insurer) of a letter agreement substantially in the form of
Exhibit A attached hereto (the "APPOINTMENT OF CUSTODIAN"), revocably appointing
such other entity acceptable to the Insurer as agent of and bailee for the
Indenture Trustee (or, if applicable, the Trust) to act as Custodian (the
"SUCCESSOR CUSTODIAN") of the Contract Documents,


                                      -29-
<PAGE>   34

such Successor Custodian shall be so appointed and shall from the effective date
of such Appointment of Custodian retain custody of the Contract Documents and
any and all other documents relating to a Contract or the related Obligor or
Financed Vehicle. As of the effective date of such Appointment of Custodian, the
Contract Documents and any and all other documents relating to a Contract or the
related Obligor or Financed Vehicle will be delivered to the Successor Custodian
in its capacity as agent of and bailee for the Indenture Trustee (or, if
applicable, the Trust).

        For so long as the Servicer is the Custodian of the Contract Documents,
the Servicer need not maintain the Contract Documents held by it in a file area
physically separate from the other installment sales contracts or loans owned or
serviced by it or any of its Affiliates, unless the Insurer requires such
segregation.

        SECTION 2.05. DUTIES OF SERVICER RELATING TO THE CONTRACTS.

        (a) Safekeeping. The Servicer, in its capacity as servicer, shall hold
the Contract Files and any Contract Documents held by it in accordance with this
Agreement on behalf of the Issuer, the Indenture Trustee and the Insurer for the
use and benefit of all present and future Securityholders, and maintain such
accurate and complete accounts, records and computer systems pertaining to each
Contract File as shall enable the Issuer to comply with this Agreement. In
performing its duties as servicer, the Servicer shall act with reasonable care,
using that degree of skill and attention that the Servicer exercises with
respect to the files relating to all comparable automobile contracts that the
Servicer owns or services for itself or others. The Servicer shall (i) conduct,
or cause to be conducted, periodic physical inspections of the Contract Files
(and the Contract Documents, if the Servicer is acting as Custodian) held by it
under this Agreement and of the related accounts, records and computer systems;
(ii) maintain the Contract Files (and the Contract Documents, if the Servicer is
acting as Custodian) in such a manner as shall enable the Issuer, the Indenture
Trustee and the Insurer to verify the accuracy of the Servicer's record keeping;
(iii) promptly report to the Issuer, the Indenture Trustee and the Insurer any
failure on its part to hold the Contract Files (and the Contract Documents, if
the Servicer is acting as Custodian) and maintain its accounts, records and
computer systems as herein provided and (iv) promptly take appropriate action to
remedy any such failure.

        (b) Maintenance of and Access to Records. The Servicer shall maintain
each Contract File (other than the Contract Documents, unless the Servicer is
acting as Custodian) at the address of the Servicer set forth in Section 9.04,
or at such other location as shall be specified to the Issuer, the Indenture
Trustee and the Insurer by 30 days' prior written notice. The Servicer shall
permit the Issuer, the Indenture Trustee and the Insurer or their respective
duly authorized representatives, attorneys or auditors to inspect the Contract
Files and the related accounts, records and computer systems maintained by the
Servicer at such times as such Persons may request.

        (c) Release of Documents. If the Servicer is acting as Custodian
pursuant to Section 2.04, upon instruction from the Indenture Trustee (a copy of
which shall be furnished to the Issuer and the Insurer), the Servicer shall
release any document in the Contract Files to the Indenture Trustee, the
Indenture Trustee's agent, or the Indenture Trustee's designee, as the case may
be, at such place or places as the Indenture Trustee may designate, as soon as
practicable.

        (d) Monthly Reports. On the Servicer Report Date of each month,
commencing with the month next succeeding the month of the Closing Date, the
Servicer shall deliver to the Issuer, the Indenture Trustee and the Insurer a
certificate of a Servicing Officer stating (i) the Contract Number


                                      -30-
<PAGE>   35

and outstanding principal balance of each Contract that has become a Liquidated
Contract since the Business Day immediately preceding the date of the last
certificate delivered pursuant to this subsection (or since the Closing Date in
the case of the first such certificate); (ii) that, if such Contract has been
the subject of a Full Prepayment pursuant to clause (a) of the definition of the
term "Full Prepayment" or is a Liquidated Contract pursuant to clause (iii) of
the definition of the term "Liquidated Contract," all proceeds received in
respect thereof have been deposited in or credited to the Collection Account in
accordance with Section 4.02; (iv) that, if such Contract has been the subject
of a Full Prepayment pursuant to clause (b) of the definition of the term "Full
Prepayment," the correct Purchase Amount has been deposited in or credited to
the Collection Account in accordance with Section 2.03, 3.07 or 4.02; (v) that,
if such Contract is a Liquidated Contract pursuant to clause (ii) of the
definition of the term "Liquidated Contract," there have been deposited in or
credited to the Collection Account the related Net Liquidation Proceeds in
accordance with Section 4.02; and (vi) that the Indenture Trustee is authorized
to release such Contract and the related Contract Documents as provided herein.

        (e) Schedule of Title Documents. The Servicer shall deliver to the
Indenture Trustee, the Issuer and the Insurer (i) within 60 days of the Closing
Date, a schedule of Title Documents for Financed Vehicles which, as of the
Closing Date, did not show Onyx as first lienholder and (ii) within 180 days of
the Closing Date, a schedule of Title Documents for Financed Vehicles which, as
of the date prior to such delivery, do not show Onyx as first lienholder and as
to which the Seller is obligated to repurchase pursuant to the provisions
hereof.

        (f) Electronic Marking of Contracts; Possession. The Servicer shall
cause the electronic record of the Contracts maintained by it to be clearly
marked to indicate that the Contracts have been sold to the Issuer and shall not
in any way assert or claim an ownership interest in the Contracts. It is
intended that pursuant to the applicable provisions of Sections 2.04 and 2.05
hereof and the Appointment of Custodian, the Custodian on behalf of the
Indenture Trustee and the Insurer shall be deemed to have possession of the
Contract Documents for purposes of Section 9-305 of the UCC of the state in
which the Contract Documents are located.

        SECTION 2.06. INSTRUCTIONS; AUTHORITY TO ACT.

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

        SECTION 2.07. INDEMNIFICATION.

        Subject to Section 7.02, the Servicer shall indemnify the Issuer, the
Owner Trustee, the Trust Agent, the Indenture Trustee, the Insurer, the
Custodian and the Securityholders for any and all liabilities, obligations,
losses, compensatory damages, payments, costs or expenses of any kind whatsoever
(including the reasonable fees and expenses of counsel) that may be imposed on,
incurred by or asserted against the Issuer, the Owner Trustee, the Trust Agent,
the Indenture Trustee, the Insurer, the Custodian or the Securityholders as the
result of any improper act or omission in any way relating to the maintenance
and custody by the Servicer of the Contract Files, or the failure of the
Servicer to perform its duties and service the Contracts in compliance with the
terms of this Agreement; provided, however, that the Servicer shall not be
liable to the Owner Trustee, the Trust Agent, the Indenture Trustee, the
Custodian or the Insurer for any portion of any such amount


                                      -31-
<PAGE>   36

resulting from the willful misfeasance, bad faith or negligence of the Owner
Trustee, the Trust Agent, the Indenture Trustee, the Custodian or the Insurer,
respectively. The Servicer shall also indemnify and hold harmless the Issuer,
the Trust Property, the Securityholders, the Custodian and the Insurer against
any taxes that may be asserted at any time against any of them with respect to
the Contracts, including any sales, gross receipts, general corporation,
personal property, privilege or license taxes (but exclusive of federal or other
income taxes arising out of payments on the Contracts) and the costs and
expenses in defending against such taxes. The Servicer shall (i) immediately
notify the Issuer and the Indenture Trustee if a claim is made by a third party
with respect to the Contracts, (ii) assume, with the consent of the Issuer, the
Indenture Trustee and the Insurer, the defense of any such claim, (iii) pay all
expenses in connection therewith, including counsel fees, and (iv) promptly pay,
discharge and satisfy any judgment or decree which may be entered against the
Servicer, the Issuer, the Owner Trustee, the Trust Agent, the Indenture Trustee,
the Insurer, the Custodian or the Securityholders with respect to such
Contracts.

        SECTION 2.08. EFFECTIVE PERIOD AND TERMINATION.

        The appointment of Onyx as custodian shall become effective as of the
Closing Date and shall continue in full force and effect until the earlier of
(i) the execution of the Appointment of Custodian or (ii) the Certificate Final
Scheduled Distribution Date. If Onyx shall subsequently resign as Servicer in
accordance with the terms of this Agreement or if all of the rights and
obligations of the Servicer shall have been terminated pursuant to Section 7.01,
the appointment of the Servicer as Custodian may be terminated by the Insurer,
or if an Insurer Default has occurred and is continuing, (i) if the Notes have
not been paid in full, by the Holders of Notes evidencing not less than 25% of
the outstanding principal amount of the Notes, acting together as a single
class, or by the Indenture Trustee or (ii) if the Notes have been paid in full,
by the Holders of Certificates evidencing not less than 25% of the outstanding
principal amount of the Certificates. As soon as practicable after any
termination of such appointment, Onyx as Custodian and Onyx as Servicer shall,
at the Servicer's expense, deliver or cause the delivery of all Contract
Documents and all Contract Files (including those held in microfiche or
electronic form) to the Indenture Trustee or its agent (or, if the Indenture has
been satisfied and discharged, as directed by the Trust, with the consent of the
Insurer) at such place or places as the applicable party may reasonably
designate and shall cooperate in good faith to effect such delivery. The
foregoing notwithstanding, if the Servicer is acting as Custodian, the Servicer
shall, at the request of the Insurer, deliver the Contract Documents to the
Indenture Trustee in the event that such delivery is required by any Rating
Agency to consider the Securities investment grade without consideration of the
Policy.

        SECTION 2.09. NONPETITION COVENANT.

        (a) Neither the Seller nor the Servicer shall petition or otherwise
invoke the process of any court or government authority for the purpose of
commencing or sustaining a case against the Issuer under any federal or state
bankruptcy, insolvency or similar law or appointing a receiver, liquidator,
assignee, trustee, custodian, sequestrator or other similar official of the
Issuer or any substantial part of its property, or ordering the winding up or
liquidation of the affairs of the Issuer.

        (b) The Servicer shall not, nor cause the Seller to, petition or
otherwise invoke the process of any court or government authority for the
purpose of commencing or sustaining a case against the Seller under any federal
or state bankruptcy, insolvency or similar law or appointing a receiver,
liquidator, assignee, trustee, custodian, sequestrator or other similar official
of the Seller


                                      -32-
<PAGE>   37

or any substantial part of its property, or ordering the winding up or
liquidation of the affairs of the Seller.

        SECTION 2.10. COLLECTING TITLE DOCUMENTS NOT DELIVERED AT THE CLOSING
DATE.

        In the case of any Contract in respect of which, in place of a Title
Document, the Custodian received on the Closing Date written evidence from the
Dealer selling the related Financed Vehicle that, or otherwise in respect of
which, the Title Document for such Financed Vehicle showing Onyx as first
lienholder has been applied for from the Registrar of Titles, the Servicer shall
use its best efforts to collect (or in the case of California, to obtain
evidence in the electronic title records of) such Title Document from the
Registrar of Titles as promptly as possible. If such Title Document showing Onyx
as first lienholder is not received by the Servicer (or in the case of the State
of California, verified by the Servicer in the electronic title records) within
180 days after the Closing Date, then the representation and warranty in Section
2.02(b)(iii) in respect of such Contract shall be deemed to have been incorrect
in a manner that materially and adversely affects the Certificateholders, and
the Seller shall be obligated to repurchase such Contract in accordance with
Section 2.03.

                                   ARTICLE III

                    ADMINISTRATION AND SERVICING OF CONTRACTS

        SECTION 3.01. DUTIES OF SERVICER.

        The Servicer shall manage, service, administer, and make collections on
the Contracts. The Servicer agrees that its servicing of the Contracts shall be
carried out in accordance with reasonable care and, to the extent more exacting,
the procedures used by the Servicer in respect of such contracts serviced by it
for its own account; provided, however, that, subject to Section 3.02 as to
extensions, the Servicer shall not release or waive the right to collect the
unpaid balance of any Contract. The Servicer's duties shall include collection
and posting of all payments, responding to inquiries of Obligors on the
Contracts, investigating delinquencies, sending payment coupons to Obligors,
reporting tax information to Obligors, accounting for collections, furnishing
monthly and annual statements to the Indenture Trustee, the Issuer and the
Insurer with respect to distributions and the preparation of U.S. Partnership
Tax Returns (Form 1065) for the Owner Trustee to sign and file on an annual
basis, based on a tax year for the Issuer that is the calendar year and any
other tax forms required by any federal, state or local tax authority including
with respect to original issue discount, if any. The Servicer shall have,
subject to the terms hereof, full power and authority, acting alone, and subject
only to the specific requirements and prohibitions of this Agreement, to do any
and all things in connection with such managing, servicing, administration, and
collection that it may deem necessary or desirable; provided, however, that the
Servicer shall commence repossession efforts in respect of any Financed Vehicle
when any payment on the related Contract of which is four or more months
delinquent. Without limiting the generality of the foregoing, but subject to the
provisions of this Agreement, the Servicer is authorized and empowered by the
Indenture Trustee and the Issuer to execute and deliver, on behalf of itself,
the Issuer, the Insurer, the Noteholders, the Certificateholders, the Indenture
Trustee or any of them, any and all instruments of satisfaction or cancellation,
or partial or full release or discharge, and all other comparable instruments,
with respect to the Contracts or to the Financed Vehicles. The Issuer shall
furnish the Servicer any documents necessary or appropriate to enable the
Servicer to carry out its servicing and


                                      -33-
<PAGE>   38

administrative duties hereunder. The Servicer may engage agents and subservicers
to fulfill its duties hereunder; provided, however, that the Servicer shall
remain at all times personally liable for the acts (and failures to act) of such
agents and subservicers.

        On or prior to the Closing Date, the Servicer shall deliver to the Owner
Trustee, the Trust Agent, the Indenture Trustee and the Insurer a list of
Servicing Officers of the Servicer involved in, or responsible for, the
administration and servicing of the Contracts, which list shall from time to
time be updated by the Servicer on request of the Owner Trustee, the Trust
Agent, the Indenture Trustee or the Insurer.

        On the Closing Date, the Servicer shall deposit in the Collection
Account (i) all installments of Monthly P&I due on or after the Initial Cut-Off
Date and received by the Servicer at least two Business Days prior to the
Closing Date; (ii) the proceeds of each Full Prepayment of any Contract and all
partial prepayments on Simple Interest Contracts received by the Servicer on or
after the Initial Cut-Off Date and at least two Business Days prior to the
Closing Date; and (iii) all Net Liquidation Proceeds and Net Insurance Proceeds
received with respect to a Financed Vehicle to which an Initial Contract relates
received on or after the Initial Cut-Off Date and at least two Business Days
prior to the Closing Date.

        Subject to Section 4.02(a) respecting deposits in the Payahead Account,
the Servicer shall deposit in or credit to the Collection Account within two
Business Days of receipt all collections of Monthly P&I due on or after the
related Cut-Off Date received by it on the Contracts together with the proceeds
of all Full Prepayments on all Contracts and all partial prepayments on Simple
Interest Contracts, and any accompanying interest. The Servicer shall likewise
deposit in the Collection Account within two Business Days of receipt all Net
Liquidation Proceeds and Net Insurance Proceeds. As of the last day of each
Collection Period, all amounts received in each Collection Period shall be
applied by the Servicer with respect to each Contract, first, to the Servicer as
additional servicing compensation any amounts due for late fees, extension fees
or similar charges, second to the payment of Monthly P&I, and third, in the case
of partial prepayments on Precomputed Contracts, to the Payahead Account. The
foregoing requirements for deposit in the Collection Account are exclusive, it
being understood that collections in the nature of late payment charges or
extension fees may, but need not be deposited in the Collection Account and may
be retained by the Servicer as additional servicing compensation.

        With respect to payments of Monthly P&I made by Obligors to the
Servicer's lock box, the Servicer shall direct the Person maintaining the lock
box to deposit the amount collected on the Contracts within one Business Day to
the Clearing Account. Such amounts shall be withdrawn from the Clearing Account
and deposited in the Collection Account no later than the next following
Business Day.

        In order to facilitate the servicing of the Contracts by the Servicer,
the Servicer shall retain, subject to and only to the extent permitted by the
provisions of this Agreement, all collections on the Contracts prior to the time
they are remitted or credited, in accordance with such provisions, to the
Collection Account or the Payahead Account, as the case may be. The Servicer
acknowledges that the unremitted collections on the Contracts are part of the
Trust Property and the Servicer agrees to act as custodian and bailee of the
Indenture Trustee, the Issuer and the Insurer in holding such monies and
collections. The Servicer agrees, for the benefit of the Indenture Trustee, the
Issuer, the Securityholders and the Insurer, to act as such custodian and
bailee, and to hold and deal with such


                                      -34-
<PAGE>   39

monies and such collections, as custodian and bailee for the Indenture Trustee,
the Issuer and the Insurer, in accordance with the provisions of this Agreement.

        The Servicer shall retain all data (including, without limitation,
computerized title records) relating directly to or maintained in connection
with the servicing of the Contracts at the address of the Servicer set forth in
Section 9.04 or, upon 15 days' notice to the Issuer, the Indenture Trustee and
the Insurer, at such other place where the servicing offices of the Servicer are
located, and shall give the Issuer, the Indenture Trustee and the Insurer access
to all data (including, without limitation, computerized title records) at all
reasonable times, and, while a Servicer Default shall be continuing, the
Servicer shall, on demand of the Issuer, the Indenture Trustee or the Insurer
deliver or cause to be delivered to the Issuer, the Indenture Trustee or the
Insurer, as the case may be, all data (including, without limitation,
computerized title records and, to the extent transferable, related operating
software) necessary for the servicing of the Contracts and all monies collected
by it and required to be deposited in or credited to the Collection Account or
the Payahead Account, as the case may be.

        All deposits made by the Servicer in any Trust Account shall be made in
immediately available funds.

        The Servicer shall be responsible for the payment of the fees of the
Indenture Trustee, the Owner Trustee and the Trust Agent; provided that any such
fees not paid as of a Distribution Date shall be paid as provided in Section
4.03(a)(ii).

        SECTION 3.02. COLLECTION OF CONTRACT PAYMENTS.

        The Servicer shall use its best efforts to collect all payments called
for under the terms and provisions of the Contracts as and when the same shall
become due and shall use its best efforts to cause each Obligor to make all
payments in respect of his or her Contract to the Servicer. Consistent with the
foregoing, the Servicer may in its discretion (i) waive any late payment charges
in connection with delinquent payments on a Contract or prepayment charges and
(ii) in order to work out a default or an impending default due to the financial
condition of an Obligor, grant up to three extensions of the Due Date of any
payment for periods of 30 days or less, such that the Maturity Date of no
Contract shall, under any circumstances, extend more than 120 days past the
originally scheduled date of the last payment on such Contract and in no event
beyond the Certificate Final Scheduled Distribution Date. The Servicer shall not
extend the Maturity Date of a Contract except as provided in clause (ii) of the
preceding sentence. Except as explicitly permitted by this paragraph, the
Servicer shall not change any material term of a Contract, including but not
limited to the interest rate, the payment amounts or due dates, or the property
securing such Contract.

        SECTION 3.03. REALIZATION UPON CONTRACTS.

        The Servicer shall use its best efforts, consistent with the servicing
standard specified in Section 3.01, to repossess or otherwise convert the
ownership of the Financed Vehicle securing any Contract as to which no
satisfactory arrangements can be made for collection of delinquent payments.
Such servicing procedures may include reasonable efforts to realize upon any
recourse to Dealers and selling the Financed Vehicle at public or private sale.
In connection with such repossession or other conversion, the Servicer shall
follow such practices and procedures as it shall deem necessary or advisable and
as shall be normal and usual for prudent holders of retail


                                      -35-
<PAGE>   40

installment sales contracts and as shall be in compliance with all applicable
laws, and, in connection with the repossession of any Financed Vehicle or any
contract in default, may commence and prosecute any proceedings in respect of
such Contract in its own name or, if the Servicer deems it necessary, in the
name of the Issuer or the Indenture Trustee or on behalf of the Issuer or the
Indenture Trustee. The Servicer's obligations under this Section are subject to
the provision that, in the case of damage to a Financed Vehicle from an
uninsured cause, the Servicer shall not be required to expend its own funds in
repairing such motor vehicle unless it shall determine (i) that such restoration
will increase the proceeds of liquidation of the related Contract, after
reimbursement to itself for such expenses and (ii) that such expenses will be
recoverable by it either as Liquidation Expenses or as expenses recoverable
under an applicable insurance policy or under an insurance reserve established
by the Servicer. The Servicer shall be responsible for all other costs and
expenses incurred by it in connection with any action taken in respect of a
Defaulted Contract; provided, however, that it shall be entitled to
reimbursement of such costs and expenses to the extent they constitute
Liquidation Expenses or expenses recoverable under an applicable insurance
policy. All Net Liquidation Proceeds and Net Insurance Proceeds shall be
deposited directly in or credited to the Collection Account (without deposit in
any intervening account) to the extent required by Section 4.02.

        SECTION 3.04. INSURANCE.

        The Servicer shall cause to be maintained the Blanket Insurance Policy,
and the Servicer shall cause the Indenture Trustee to be the named payee
thereunder with respect to the Contracts; provided, however, that this
obligation may be eliminated or modified in any manner (and this Agreement shall
be amended in accordance with any such elimination or modification as the
parties to the Insurance Agreement and the Rating Agencies may agree) with the
consent of the Insurer but without any requirement to obtain the consent of any
Noteholders or Certificateholders.

        SECTION 3.05. MAINTENANCE OF SECURITY INTERESTS IN FINANCED VEHICLES.

        The Servicer shall take such steps as are necessary to maintain
continuous perfection and priority of the security interest created by each
Contract in the related Financed Vehicle, including but not limited to,
obtaining the execution by the related Obligor and the recording, registering,
filing, re-recording, re-registering, and refiling of all security agreements,
financing statements, continuation statements or other instruments as are
necessary to maintain the security interest granted by such Obligor under each
respective Contract. The Issuer and the Indenture Trustee each hereby authorize
the Servicer to take such steps as are necessary to re-perfect such security
interest on behalf of the Issuer in the event of the relocation of a Financed
Vehicle or for any other reason. In the event that the assignment of a Contract
to the Issuer and the subsequent pledge thereof by the Issuer to the Indenture
Trustee is insufficient, without a notation on the related Financed Vehicle's
certificate of title (or, if applicable, in the case of the State of California,
the electronic title record), or without fulfilling any additional
administrative requirements under the laws of the state in which the Financed
Vehicle is located, to grant to the Issuer a perfected security interest in the
related Financed Vehicle and to pledge such perfected security interest to the
Indenture Trustee, Onyx hereby agrees that the identification of Onyx as the
secured party on the certificate of title (or, if applicable, in the case of the
State of California, the electronic title record) is deemed to be in its
capacity as agent of the Indenture Trustee and further agrees to hold such
certificate of title (or, if applicable, in the case of the State of California,
the electronic title record) as the Indenture Trustee's agent and custodian;
provided that, except as provided in Section 7.01 and the Insurance Agreement,
neither the Servicer


                                      -36-
<PAGE>   41

nor Onyx shall make, nor shall the Issuer or Securityholders have the right to
require that the Servicer or Onyx make, any such notation on the related
Financed Vehicles' certificate of title (or, if applicable, in the case of the
State of California, the electronic title record) or fulfill any such additional
administrative requirement of the laws of the state in which a Financed Vehicle
is located.

        SECTION 3.06. COVENANTS, REPRESENTATIONS AND WARRANTIES OF SERVICER.

        The Servicer hereby makes the following covenants, representations and
warranties on which (i) the Issuer is deemed to have relied in acquiring the
Contracts and (ii) the Insurer is deemed to have relied in issuing the Policy.
Such covenants, representations and warranties speak as of the execution and
delivery of this Agreement and as of the Closing Date, but shall survive the
sale, transfer and assignment of the Contracts to the Issuer and the pledge
thereof to the Indenture Trustee pursuant to the Indenture.

        (a) The Servicer covenants as to the Contracts:

                      (i)    The Financed Vehicle securing each Contract shall
                             not be released from the lien granted by the
                             Contract in whole or in part, except as
                             contemplated herein.

                      (ii)   The Servicer shall not impair the rights of the
                             Securityholders or the Insurer in the Contracts.

                      (iii)  The Servicer shall not increase the number of
                             payments under a Contract, nor increase the amount
                             financed under a Contract, nor extend or forgive
                             payments on a Contract, except as provided in
                             Section 3.02.

                      (iv)   The Servicer may consent to the sale or transfer by
                             an Obligor of any Financed Vehicle if the original
                             Obligor under the related Contract remains liable
                             under such Contract and the transferee assumes all
                             of the Obligor's obligations thereunder and upon
                             doing so the credit profile with respect to such
                             Obligor will not be changed from adequate to
                             speculative by virtue of the addition of the
                             transferee's obligation thereunder.

        (b) The Servicer represents and warrants as of the Closing Date:

                      (i)    The Servicer (1) has been duly organized, is
                             validly existing and in good standing as a
                             corporation organized and existing under the laws
                             of the State of Delaware, (2) has qualified to do
                             business as a foreign corporation and is in good
                             standing in each jurisdiction where the character
                             of its properties or the nature of its activities
                             makes such qualification necessary, and (3) has
                             full power, authority and legal right to own its
                             property, to carry on its business as presently
                             conducted, and to enter into and perform its
                             obligations under this Agreement.


                                      -37-
<PAGE>   42

                      (ii)   The execution and delivery by the Servicer of this
                             Agreement are within the corporate power of the
                             Servicer and have been duly authorized by all
                             necessary corporate action on the part of the
                             Servicer. Neither the execution and delivery of
                             this Agreement, nor the consummation of the
                             transactions herein contemplated, nor compliance
                             with the provisions hereof, will conflict with or
                             result in a breach of, or constitute a default
                             under, any of the provisions of any law,
                             governmental rule, regulation, judgment, decree or
                             order binding on the Servicer or its properties or
                             the Certificate of Incorporation or Bylaws of the
                             Servicer, or any of the provisions of any
                             indenture, mortgage, contract or other instrument
                             to which the Servicer is a party or by which it is
                             bound or result in the creation or imposition of
                             any lien, charge or encumbrance upon any of its
                             property pursuant to the terms of any such
                             indenture, mortgage, contract or other instrument.

                      (iii)  Other than consents that have been obtained prior
                             to the Closing Date, the Servicer is not required
                             to obtain the consent of any other party or any
                             consent, license, approval or authorization, or
                             registration or declaration with, any governmental
                             authority, bureau or agency in connection with the
                             execution, delivery, performance, validity or
                             enforceability of this Agreement.

                      (iv)   This Agreement has been duly executed and delivered
                             by the Servicer and, assuming the due
                             authorization, execution and delivery hereof by the
                             Issuer, the Trust Agent and the Indenture Trustee,
                             constitutes a legal, valid and binding obligation
                             of the Servicer enforceable against the Servicer in
                             accordance with its terms (subject to applicable
                             bankruptcy and insolvency laws and other similar
                             laws affecting the enforcement of creditors' rights
                             generally).

                      (v)    There are no actions, suits or proceedings pending
                             or, to the knowledge of the Servicer, threatened
                             against or affecting the Servicer, before or by any
                             court, administrative agency, arbitrator or
                             governmental body with respect to any of the
                             transactions contemplated by this Agreement, or
                             which will, if determined adversely to the
                             Servicer, materially and adversely affect it or its
                             business, assets, operations or condition,
                             financial or otherwise, or materially and adversely
                             affect the Servicer's ability to perform its
                             obligations under this Agreement. The Servicer is
                             not in default with respect to any order of any
                             court, administrative agency, arbitrator or
                             governmental body so as to materially and adversely
                             affect the transactions contemplated by the
                             above-mentioned documents.

                      (vi)   The Servicer has obtained or made all necessary
                             consents, approvals, waivers and notifications of
                             creditors, lessors and other nongovernmental
                             persons, in each case, in connection with the


                                      -38-
<PAGE>   43

                             execution and delivery of this Agreement, and the
                             consummation of all the transactions herein
                             contemplated.

        SECTION 3.07. PURCHASE OF CONTRACTS UPON BREACH BY SERVICER.

        The Servicer or the Issuer shall inform the other party and the
Indenture Trustee and the Insurer promptly, in writing, upon the discovery of
any breach of the covenants, representations and warranties set forth in Section
3.06 or of the covenants set forth in Sections 3.02 or 3.05. Unless the breach
shall have been cured within 30 days following such discovery or receipt of
notice of such breach, the Servicer shall purchase any Contract materially and
adversely affected by such breach from the Issuer. As consideration for the
Contract, the Servicer shall remit the Purchase Amount on the Business Day
preceding the Servicer Report Date next succeeding the end of such 30-day cure
period in the manner specified in Section 4.02(a). The sole remedy of the
Issuer, the Indenture Trustee, or the Securityholders with respect to a breach
of Section 3.02, 3.05 or 3.06 shall be to require the Servicer to purchase
Contracts pursuant to this Section 3.07; provided, however, that the Servicer
shall indemnify the Owner Trustee, the Indenture Trustee, the Insurer, the
Issuer, the Custodian and the Securityholders against all costs, expenses,
losses damages, claims and liabilities, including reasonable fees and expenses
of counsel, which may be asserted against or incurred by any of them as a result
of third-party claims arising out of the events or facts giving rise to such
breach.

        Any successor Servicer appointed pursuant to Section 7.02 shall not be
obligated to purchase Contracts pursuant to this Section 3.07 with respect to
any breaches by any prior Servicer.

        SECTION 3.08. SERVICING COMPENSATION.

        As compensation for the performance of its obligations under this
Agreement and subject to the terms of this Section, the Servicer shall be
entitled to receive on each Distribution Date the Servicing Fee in respect of
each Contract that was Outstanding at the beginning of the Collection Period
ending immediately prior to such Distribution Date; provided, however, that with
respect to the first Distribution Date the Servicer will be entitled to receive
the Servicing Fee in respect of each Outstanding Initial Contract as of the
Initial Cut-Off Date. As servicing compensation in addition to the Servicing
Fee, the Servicer shall be entitled (i) to retain all late payment charges,
extension fees and similar items paid in respect of Contracts, (ii) to receive,
in respect of each Rule of 78's Contract that is prepaid in full prior to its
Maturity Date, the amount by which the outstanding principal balance of such
Contract (determined in accordance with the Rule of 78's Method) exceeds the
Principal Balance of such Contract at the time of such prepayment and (iii) to
receive all investment earnings on funds credited to the Collection Account and
the Payahead Account; provided, however, that the Servicer agrees that each
amount payable to it pursuant to clause (ii) of this Section shall be deposited
in the Spread Account and applied in accordance with the Insurance Agreement.
The Servicer shall pay all expenses incurred by it in connection with its
servicing activities hereunder and shall not be entitled to reimbursement of
such expenses except to the extent provided in Section 3.03.


                                      -39-
<PAGE>   44

        SECTION 3.09. REPORTING BY THE SERVICER.

        (a) No later than 3:00 p.m. New York City time on each Servicer Report
Date, the Servicer shall deliver (by telex, facsimile, electronic transmission,
first class mail, overnight courier or personal delivery) to the Issuer, the
Trust Agent, the Indenture Trustee and the Insurer a statement (the
"DISTRIBUTION DATE STATEMENT") setting forth with respect to the next succeeding
Distribution Date:

                      (i)    the Certificate Interest Distributable Amount and
                             the Note Interest Distributable Amount for such
                             Distribution Date;

                      (ii)   the Certificate Principal Distributable Amount and
                             the Note Principal Distributable Amount for such
                             Distribution Date and the portion of the Note
                             Principal Distributable Amount, if any,
                             constituting the Accelerated Principal
                             Distributable Amount;

                      (iii)  the Certificate Distributable Amount and the Note
                             Distributable Amount for such Distribution Date;

                      (iv)   the Premium payable to the Insurer;

                      (v)    the amount to be on deposit in the Spread Account
                             on such Distribution Date, before and after giving
                             effect to deposits thereto and withdrawals
                             therefrom to be made in respect of such
                             Distribution Date;

                      (vi)   the amount of the withdrawal, if any, required to
                             be made from the Spread Account by the Indenture
                             Trustee pursuant to Section 4.04(b);

                      (vii)  the aggregate Servicing Fee with respect to the
                             Contracts for the related Collection Period;

                      (viii) the amount of fees paid to the Owner Trustee, the
                             Indenture Trustee and Trust Agent with respect to
                             the related Collection Period;

                      (ix)   the amount of any Note Interest Carryover
                             Shortfall, Note Principal Carryover Shortfall,
                             Certificate Interest Carryover Shortfall and
                             Certificate Principal Carryover Shortfall on such
                             Distribution Date and the change in such amounts
                             from those with respect to the immediately
                             preceding Distribution Date;

                      (x)    the number of, and aggregate amount of, monthly
                             principal and interest payments due on the
                             Contracts which are delinquent as of the end of the
                             related Collection Period presented on a 30-day,
                             60-day and 90-day basis;

                      (xi)   the Net Collections and the Policy Claim Amount, if
                             any, for such Distribution Date;

                                      -40-
<PAGE>   45

                      (xii)  the aggregate amount of Liquidation Proceeds
                             received for Defaulted Contracts;

                      (xiii) the net credit losses and Cram Down Losses for the
                             Collection Period;

                      (xiv)  the number and net outstanding balance of Contracts
                             for which the Financed Vehicle has been
                             repossessed; and

                      (xv)   the Pool Balance.

Each such Distribution Date Statement shall be accompanied by an Officers'
Certificate of the Servicer, which Officers' Certificate shall state that the
computations reflected in such statement were made in conformity with the
requirements of this Agreement.

        (b) On each Servicer Report Date, the Servicer shall deliver to the
Issuer, the Trust Agent, the Indenture Trustee and the Insurer a report, in
respect of the immediately preceding Collection Period, setting forth the
following:

                      (i)    the aggregate amount, if any, paid by or due from
                             it for the purchases of Contracts which the Seller
                             or the Servicer has become obligated to repurchase
                             or purchase pursuant to Sections 2.03 or 3.07;

                      (ii)   the net amount of funds which have been deposited
                             in or credited to the Collection Account or the
                             Payahead Account in respect of such Collection
                             Period (including amounts, if any, collected during
                             the next preceding Collection Period and deposited
                             in the Payahead Account pursuant to Section 4.02)
                             after giving effect to all permitted deductions
                             therefrom pursuant to Section 4.02;

                      (iii)  with respect to each Contract that became a
                             Liquidated Contract during the Collection Period,
                             the following information:

                      (A) its Contract Number;

                      (B) the effective date as of which such Contract became a
            Liquidated Contract;

                      (C) its Monthly P&I and Principal Balance as of the close
            of business on the last day of the preceding Collection Period (or
            as of the Closing Date in the case of the first Distribution Date);
            and

                      (D) if less than 100% of the outstanding principal balance
            of and accrued and unpaid interest was recovered on such Liquidated
            Contract, the amount of the Net Liquidation Proceeds or Net
            Insurance Proceeds;


                                      -41-
<PAGE>   46

                      (iv)   with respect to each Contract which was the subject
                             of a Full Prepayment during such Collection Period,
                             the following information:

                      (A)    its Contract Number; and

                      (B)    the date of such Full Prepayment;

                      (v)    the Contract Numbers, Monthly P&I, Principal
                             Balances and Maturity Dates of all Contracts which
                             became Defaulted Contracts during such Collection
                             Period;

                      (vi)   any other information relating to the Contracts
                             reasonably requested by the Owner Trustee, the
                             Trust Agent, the Indenture Trustee or the Insurer;
                             and

                      (vii)  the amount of Net Liquidation Proceeds and Net
                             Insurance Proceeds which have been deposited in or
                             credited to the Collection Account in respect of
                             the Collection Period ending immediately prior to
                             such Servicer Report Date and the cumulative amount
                             of Net Liquidation Proceeds and Net Insurance
                             Proceeds deposited in or credited to the Collection
                             Account during the preceding Collection Periods.

        SECTION 3.10. ANNUAL STATEMENT AS TO COMPLIANCE.

        (a) The Servicer shall deliver to the Issuer, the Trust Agent, the
Indenture Trustee and the Insurer, on or before March 15, 2001 and on or before
March 15 of each fiscal year thereafter, an Officers' Certificate of the
Servicer stating that (i) a review of the activities of the Servicer during the
preceding fiscal year (since the Closing Date in the case of the first of such
Officers' Certificates required to be delivered) and of its performance under
this Agreement has been made under such officers' supervision and (ii) to the
best of such officers' knowledge, based on such review, the Servicer has
fulfilled all its obligations under this Agreement throughout such year and that
no default under this Agreement has occurred and is continuing, or, if there has
been a default in the fulfillment of any such obligation, specifying each such
default known to such officer and the nature and status thereof.

        (b) The Servicer shall deliver to the Issuer, the Trust Agent, the
Indenture Trustee, the Insurer and each Rating Agency promptly after having
obtained knowledge thereof, but in no event later than five Business Days
thereafter, an Officer's Certificate specifying any event which with the giving
of notice or lapse of time, or both, would become a Servicer Default under
Section 7.01.

        SECTION 3.11. ANNUAL INDEPENDENT CERTIFIED PUBLIC ACCOUNTANT'S REPORT.

        On or before March 15, 2001 and on or before March 15 of each fiscal
year thereafter, the Servicer at its expense shall cause a firm of nationally
recognized independent certified public accountants (who may also render other
services to the Servicer) to furnish a report to the Issuer, the Trust Agent,
the Indenture Trustee and the Insurer to the effect that (i) they have audited
the balance sheet of the Servicer as of the last day of said fiscal year and the
related statements of operations,



                                      -42-
<PAGE>   47

retained earnings and cash flows for such fiscal year and have issued an opinion
thereon, specifying the date thereof, (ii) they have also reviewed the reports
delivered by the Servicer pursuant to Section 3.09(b) and certain other
documents and the records relating to the servicing of the Contracts and the
distributions on the Notes and Certificates under this Agreement, (iii) their
audit and review as described under clauses (i) and (ii) above was made in
accordance with generally accepted auditing standards and accordingly included
such tests of the accounting records and such other auditing procedures as they
considered necessary in the circumstances, and (iv) their audits and reviews
described under clauses (i) and (ii) above disclosed no exceptions which, in
their opinion, were material, relating to the servicing of such Contracts in
accordance with this Agreement and the making of distributions on the Notes and
Certificates in accordance with this Agreement, or, if any such exceptions were
disclosed thereby, setting forth those exceptions which, in their opinion, were
material.

        SECTION 3.12. ACCESS TO CERTAIN DOCUMENTATION AND INFORMATION REGARDING
                      CONTRACTS.

        If the Servicer is acting as Custodian, the Servicer shall provide to
the Securityholders, the Issuer, the Owner Trustee, the Trust Agent, the
Indenture Trustee and the Insurer reasonable access to the Contract Files and
Contract Documents. Access shall be afforded without charge, but only upon
reasonable request and during normal business hours at designated offices of the
Servicer. Nothing in this Section shall affect the obligation of the Servicer to
observe any applicable law prohibiting disclosure of information regarding the
Obligors, and the failure of the Servicer to provide access to information as a
result of such obligation shall not constitute a breach of this Section.

        SECTION 3.13. FIDELITY BOND.

        The Servicer shall maintain a fidelity bond in such form and amount as
is customary for banks acting as custodian of funds and documents in respect of
mortgage loans or consumer contracts on behalf of institutional investors.

        SECTION 3.14. INDEMNIFICATION; THIRD PARTY CLAIMS.

        Subject to Section 7.02, the Servicer agrees to indemnify and hold the
Issuer, the Owner Trustee, the Trust Agent, the Indenture Trustee, the Insurer,
the Custodian and the Securityholders harmless against any and all claims,
losses, penalties, fines, forfeitures, reasonable legal fees and related costs,
judgments, and any reasonable other costs, fees and expenses that the Issuer,
the Owner Trustee, the Trust Agent, the Indenture Trustee, the Insurer, the
Custodian or Securityholders may sustain because of the failure of the Servicer
to perform its duties and service the Contracts in compliance with the terms of
this Agreement. The Servicer shall (i) immediately notify the Issuer and the
Indenture Trustee in writing if a claim is made by a third party with respect to
the Contracts, (ii) assume, with the consent of the Issuer, the Indenture
Trustee and the Insurer, the defense of any such claim, (iii) pay all expenses
in connection therewith, including counsel fees, and (iv) promptly pay,
discharge and satisfy any judgment or decree which may be entered with respect
to such claim against the Servicer, the Issuer, the Owner Trustee, the Trust
Agent, the Indenture Trustee, the Insurer, the Custodian or the Securityholders.

                                      -43-
<PAGE>   48

        SECTION 3.15. REPORTS TO SECURITYHOLDERS AND THE RATING AGENCIES.

        (a) The Indenture Trustee at its own expense shall provide to each
Securityholder a copy of each Distribution Date Statement described in Section
3.09(a) concurrently with the delivery of the statement described in Section
4.05 below.

        (b) The Indenture Trustee shall provide to any Securityholder who so
requests in writing (addressed to the Corporate Trust Office of the Indenture
Trustee) a copy of the annual audit statement described in Section 3.10, or the
annual audit report described in Section 3.11. The Indenture Trustee may require
the Certificateholder to pay a reasonable sum to cover the cost of the Indenture
Trustee's complying with such request.

        (c) The Indenture Trustee shall forward to the Rating Agencies and the
Insurer the statement to Securityholders described in Section 4.05 and any other
reports it may receive pursuant to this Agreement to (i) Standard & Poor's
Ratings Services, Asset-Backed Surveillance Group, 55 Water Street, New York,
New York 10041, (ii) Moody's Investors Service, Inc., ABS Monitoring Dept., 99
Church Street, 4th Floor, New York, New York 10007, and (iii) the address of the
Insurer at the address set forth in the Insurance Agreement.

        SECTION 3.16. ACCESS TO LIST OF NOTEHOLDERS' NAMES AND ADDRESSES.

        The Indenture Trustee shall furnish or cause to be furnished to the
Servicer, the Insurer and the Seller, within 15 days after receipt by the
Indenture Trustee of a written request therefor from the Servicer, the Insurer
or the Seller, a list, in such form as the Servicer, the Insurer or the Seller
may reasonably require, of the names and addresses of the Noteholders as of the
most recent Record Date. If three or more Noteholders, or one or more
Noteholders evidencing not less than 25% of the aggregate outstanding principal
balance of the Notes (hereinafter referred to as "Applicants"), apply in writing
to the Indenture Trustee, and such application states that the Applicants desire
to communicate with other Noteholders with respect to their rights hereunder or
under the Notes and such application is accompanied by a copy of the
communication that such Applicants propose to transmit, then the Indenture
Trustee shall, within five Business Days after the receipt of such application,
afford such Applicants access, during normal business hours, to the current list
of Noteholders. Each Noteholder, by receiving and holding a Note, agrees with
the Servicer, the Seller and the Indenture Trustee that none of the Servicer,
the Seller or the Indenture Trustee shall be held accountable by reason of the
disclosure of any such information as to its name and address hereunder,
regardless of the source from which such information was derived.

                                   ARTICLE IV

                         DISTRIBUTIONS; SPREAD ACCOUNT;
                          STATEMENTS TO SECURITYHOLDERS

        SECTION 4.01. ESTABLISHMENT OF TRUST ACCOUNTS.

        (a) Prior to the Closing Date, the Servicer shall open, at a depository
institution (which may be the same depository institution which is acting in the
capacity as Indenture Trustee), the following accounts:


                                      -44-
<PAGE>   49

                      (i)    an account denominated "Collection Account -
                             OT 2000-A, The Chase Manhattan Bank, Indenture
                             Trustee" (the "COLLECTION
                             ACCOUNT");

                      (ii)   an account denominated "Payahead Account -
                             OT 2000-A, The Chase Manhattan Bank, as agent" (the
                             "PAYAHEAD ACCOUNT");

                      (iii)  an account denominated "Spread Account - OT 2000-A,
                             The Chase Manhattan Bank, Indenture Trustee" (the
                             "SPREAD ACCOUNT");

                      (iv)   an account denominated "Note Distribution Account -
                             OT 2000-A, The Chase Manhattan Bank, Indenture
                             Trustee" (the "NOTE DISTRIBUTION ACCOUNT"); and

                      (v)    an account denominated "Certificate Distribution
                             Account - OT 2000-A, The Chase Manhattan Bank,
                             Trust Agent" (the "CERTIFICATE DISTRIBUTION
                             ACCOUNT").

        In addition, the Indenture Trustee shall establish a trust account to be
maintained in the Corporate Trust Office of the Indenture Trustee denominated
"Payment Account - OT 2000-A, The Chase Manhattan Bank, Indenture Trustee" (the
"PAYMENT ACCOUNT" and, together with the accounts described in clauses (i)
through (v) above, the "TRUST ACCOUNTS"). The Trust Accounts shall be Eligible
Accounts (subject to the requirement that the Payment Account must be maintained
as provided in the immediately preceding sentence) and relate solely to the
Securities and to the Contracts and, if applicable, the related Eligible
Investments. The location and account numbers of the Trust Accounts as of the
Closing Date are set forth on Schedule II. The Servicer shall give the Issuer,
the Owner Trustee, the Trust Agent, the Indenture Trustee and the Insurer at
least five Business Days' written notice of any change in the location of any
Trust Account and any related account identification information. All amounts,
financial assets and investment property held in, deposited in or credited to,
from time to time, the Trust Accounts (other than the Payahead Account and
investment income credited to the Collection Account) shall be part of the Trust
Property and all amounts, financial assets and investment property held in,
deposited in or credited to, from time to time, the Collection Account and the
Spread Account shall be invested by the Indenture Trustee in Eligible
Investments pursuant to Section 4.01(c).

        (b) If as of the last day of a Collection Period a payment in an amount
less than the scheduled payment of Monthly P&I has been made for a Precomputed
Contract with respect to which amounts have been deposited in or credited to the
Payahead Account in a preceding Collection Period in accordance with Sections
3.01 and 4.02(a), the Servicer shall withdraw from the Payahead Account and
deposit into the Collection Account by the fifth Business Day preceding the
Distribution Date immediately succeeding such Collection Period the amount equal
to the difference between such scheduled payment of Monthly P&I and such actual
payment, to the extent available from amounts deposited in or credited to the
Payahead Account with respect to such Contract. Amounts on deposit in the
Payahead Account shall be invested by the depository institution maintaining the
Payahead Account upon the written direction of the Servicer in Eligible
Investments which mature not later than the fifth Business Day prior to the
Distribution Date to which such amounts relate, and any earnings on such
Eligible Investments shall be payable to the Servicer



                                      -45-
<PAGE>   50

monthly. The Payahead Account and all amounts on deposit therein or credited
thereto shall not be considered part of the Trust Property.

        (c) All funds in the Collection Account and the Spread Account shall be
invested by the Indenture Trustee (if the Indenture Trustee maintains the
applicable account), or on behalf of the Indenture Trustee by the depository
institution maintaining such account, in Eligible Investments only upon the
written direction from the Servicer or the Insurer, as described below. Subject
to the limitations set forth herein, the Servicer may direct the depository
institution maintaining the Collection Account and the Spread Account in writing
(with a copy of such direction to the Indenture Trustee, if the Indenture
Trustee is not the applicable depository institution) to invest funds in the
Collection Account and the Spread Account in Eligible Investments; provided that
(i) in the absence of such directions from the Servicer, the Insurer may so
direct, and (ii) at any time during the continuance of a Servicer Default, only
the Insurer, or for so long as an Insurer Default shall have occurred and be
continuing, only the Issuer, may give such investment directions. All such
investments shall be in the name of the Indenture Trustee for the benefit of the
Noteholders and the Certificateholders, as applicable. All income or other gain
from investment of monies deposited in or credited to the Collection Account
shall be paid by the depository institution maintaining the Collection Account
to the Servicer monthly. All income or other gain from investment of monies
deposited in or credited to the Spread Account shall be deposited in or credited
to the Spread Account immediately upon receipt, and any loss resulting from such
investment shall be charged to the Spread Account. The maximum permissible
maturities of any investments of funds in the Collection Account and the Spread
Account on any date shall not be later than the Servicer Report Date immediately
preceding the Distribution Date next succeeding the date of such investment;
provided, however, that if the Indenture Trustee is maintaining the applicable
account, such funds may be invested by the Indenture Trustee in Eligible
Investments of the entity that is serving as Indenture Trustee (or an entity
which meets the criteria in clauses (i)(b) or (i)(c) of the definition of
Eligible Account) that mature on the Business Day prior to such Distribution
Date. No investment in Eligible Investments may be sold prior to its maturity.
The funds on deposit in the Payment Account, the Note Distribution and the
Certificate Distribution Account shall remain uninvested.

        (d) In the absence of written direction as provided above, all funds
held in the Spread Account and the Collection Account shall remain uninvested.
In addition, if the applicable depository institution receives what it perceives
to be conflicting directions regarding the investment of funds in the Collection
Account or the Spread Account, the directions of the Insurer shall control
unless an Insurer Default shall have occurred and be continuing, in which case
the directions of the Servicer shall control unless a Servicer Default shall
have occurred and be continuing, in which case the directions of the Issuer
shall control. In addition, the Indenture Trustee shall not in any way be held
liable by reason of any insufficiency in any of the foregoing Trust Accounts
held by or on behalf of the Indenture Trustee resulting from any investment loss
on any Eligible Investments.

        SECTION 4.02. COLLECTIONS; TRANSFERS TO PAYAHEAD ACCOUNT; REALIZATION
                      UPON POLICY; NET DEPOSITS; TRANSFERS TO PAYMENT ACCOUNT.

        (a) Subject to the last sentence of this Section 4.02(a), the Servicer
shall remit or credit all payments on a daily basis, within two Business Days of
receipt, by or on behalf of Obligors on the Contracts, and all Net Liquidation
Proceeds and Net Insurance Proceeds and other monies as required to the
Collection Account. Prior to the Servicer Report Date, amounts with respect to
Precomputed Contracts which are otherwise required to be deposited in or
credited to the Collection



                                      -46-
<PAGE>   51

Account pursuant to the immediately preceding sentence shall instead be
deposited in or credited to the Payahead Account to the extent that such amounts
are installments of Monthly P&I which are due in a Collection Period relating to
a Distribution Date subsequent to the Distribution Date immediately succeeding
the date of receipt. The Servicer or the Seller, as the case may be, each shall
remit or credit to the Collection Account each Purchase Amount to be remitted by
it with respect to Purchased Contracts on the Business Day preceding the
Servicer Report Date next succeeding (i) the end of the Collection Period in
which the applicable Contract is repurchased by the Seller pursuant to Section
2.03, in the case of the Seller or (ii) the last day of the related cure period
specified in Section 3.07, in the case of the Servicer.

        (b) On the Servicer Report Date, the Servicer shall determine the Policy
Claim Amount, if any, which exists with respect to the related Distribution Date
and submit a Distribution Date Statement pursuant to Section 3.09.

        (c) The Indenture Trustee shall, no later than 12:00 p.m., New York City
time, on the third Business Day prior to each Distribution Date (based solely on
the information contained in the Distribution Date Statement, delivered on the
applicable Servicer Report Date), make a claim under the Policy for the Policy
Claim Amount, if any, for such Distribution Date by delivering to the Fiscal
Agent, with a copy to the Insurer, the Trust Agent and the Servicer, by hand
delivery, telex or facsimile transmission, a written notice (a "DEFICIENCY
NOTICE") specifying the Policy Claim Amount, if any, for such Distribution Date,
separately identifying the amount of the Policy Claim Amount payable in respect
of each Class of Notes and the Certificates. Each Deficiency Notice shall direct
the Insurer to remit such Policy Claim Amount to the Indenture Trustee for
deposit in the Payment Account. In making any such claim, the Indenture Trustee
shall comply with all the terms and conditions of the Policy. Upon receipt of
the Policy Claim Amount, the Indenture Trustee shall apply the portion thereof,
if any, representing the Deficiency Amount with respect to a Distribution Date
as provided in Section 4.03(a). Any amounts received by the Indenture Trustee
under the Policy that represent Preference Amounts shall be paid, in accordance
with the Policy, to the applicable Noteholder(s) and Certificateholder(s).

        (d) So long as Onyx is the Servicer, the Servicer may make deposits in
or credits to the Collection Account net of amounts to be paid to the Servicer
under this Agreement. Notwithstanding the foregoing, the Servicer shall maintain
the records and accounts for such deposits and credits on a gross basis.

        (e) On the Business Day immediately preceding each Distribution Date,
based solely on the Distribution Date Statement, the Servicer shall cause funds
equal to the amount of Net Collections available with respect to such
Distribution Date on deposit in the Collection Account to be withdrawn from the
Collection Account and deposited into the Payment Account to be distributed
pursuant to Section 4.03(a).

        SECTION 4.03. DISTRIBUTIONS.

        (a) On each Distribution Date, based solely on the Distribution Date
Statement, the Indenture Trustee will apply the Net Collections available from
the Payment Account with respect to such Distribution Date to make the following
deposits and distributions in the following amounts and order of priority:


                                      -47-
<PAGE>   52

                      (i)    to the Servicer, the Servicing Fee, including any
                             accrued and unpaid Servicing Fees with respect to
                             one or more prior Collection Periods;

                      (ii)   to the Indenture Trustee, the Owner Trustee and the
                             Trust Agent, any accrued and unpaid fees of the
                             Indenture Trustee, the Owner Trustee and the Trust
                             Agent, in each case to the extent such fees have
                             not been previously paid by the Servicer or the
                             Administrator;

                      (iii)  to the Note Distribution Account, the Note Interest
                             Distributable Amount to be paid to the Holders of
                             the Notes at their respective Interest Rates;

                      (iv)   to the Note Distribution Account, if such
                             Distribution Date is a Note Final Scheduled
                             Distribution Date for any Class of Notes, the Note
                             Principal Distributable Amount to the extent of the
                             remaining principal amount of such Class of Notes,
                             to be paid to the Holders of such Class of Notes;

                      (v)    to the Certificate Distribution Account, the
                             Certificate Interest Distributable Amount, to be
                             distributed to the Holders of the Certificates;

                      (vi)   to the Note Distribution Account, solely from Net
                             Collections remaining after giving effect to the
                             distributions described in clauses (i) through (v)
                             above, the remaining Note Principal Distributable
                             Amount (after giving effect to the payment, if any,
                             described in clause (iv) above), to be paid first
                             to the Holders of the Class A-1 Notes until the
                             principal amount of the Class A-1 Notes has been
                             reduced to zero, second, to the Holders of the
                             Class A-2 Notes until the principal amount of the
                             Class A-2 Notes has been reduced to zero, third, to
                             the Holders of the Class A-3 Notes until the
                             principal amount of the Class A-3 Notes has been
                             reduced to zero, and fourth, to the Holders of the
                             Class A-4 Notes until the principal amount of the
                             Class A-4 Notes has been reduced to zero.

                      (vii)  to the Certificate Distribution Account, if such
                             Distribution Date is the Certificate Final
                             Scheduled Distribution Date, the Certificate
                             Principal Distributable Amount to the extent of the
                             Certificate Balance, to be distributed to the
                             Holders of the Certificates;

                      (viii) to the Certificate Distribution Account, if such
                             Distribution Date is not the Certificate Final
                             Scheduled Distribution Date, after giving effect to
                             the distributions described in clauses (i) through
                             (vi) above, the remaining Certificate Principal
                             Distributable Amount to the extent of the
                             Certificate Balance, to be distributed to the
                             Holders of the Certificates;


                                      -48-
<PAGE>   53

                      (ix)   to the Insurer, after giving effect to the
                             distributions described in clauses (i) through
                             (viii) above, any amounts, including the Premium,
                             owing to the Insurer under the Insurance Agreement;

                      (x)    to the Spread Account, after giving effect to the
                             distributions described in clauses (i) through (ix)
                             above, the amount, if any, required to increase the
                             amount therein to the Spread Account Maximum for
                             such Distribution Date; and

                      (xi)   any amounts remaining after distribution of the
                             Accelerated Principal Distributable Amount as part
                             of the Note Principal Distributable Amount, if
                             applicable, shall be deposited into the Spread
                             Account.

Any amounts deposited in the Payment Account pursuant to 4.04(b) with respect to
a Distribution Date and any amounts received by the Indenture Trustee as a
result of a claim under the Policy that represent the Deficiency Amount with
respect to such Distribution Date shall be applied by the Indenture Trustee
solely to make the deposits and distributions referred to in clauses (i) through
(v) and (vii) above, in that order of priority, but only to the extent that the
Net Collections with respect to such Distribution Date, after application as
provided above, were insufficient to make such deposit or distribution. In
addition, if the Insurer pays any amounts to the Indenture Trustee with respect
to a Distribution Date in connection with the Insurer's election to pay, as
provided in the Policy, all or a portion of any shortfalls in the amount of Net
Collections with respect to such Distribution Date available to distribute the
amounts referred to in clauses (vi) and (viii) above, the Indenture Trustee
shall distribute the amounts so received from the Insurer as provided in such
clauses.

        (b) On each Distribution Date, based solely on the Distribution Date
Statement, the Trust Agent shall distribute all amounts on deposit in the
Certificate Distribution Account to Certificateholders in respect of the
Certificates to the extent of amounts due and unpaid on the Certificates for
principal and interest in the following amounts and order of priority:

                      (i)    the Certificate Interest Distributable Amount; and

                      (ii)   the Certificate Principal Distributable Amount to
                             the extent of the Certificate Balance.

In addition, any amounts deposited in the Certificate Distribution Account on a
Distribution Date for distribution to holders of the Residual Interests as
provided in Section 4.04(b) shall be so distributed on such Distribution Date by
the Trust Agent. All distributions to Certificateholders or holders of the
Residual Interests shall be made pro rata by check mailed to each
Certificateholder of record on the Record Date next preceding the Distribution
Date for such distribution; provided, that if so directed by the Servicer, in
the case of Certificates registered in the name of a Clearing Agency, such
distribution shall be made by wire transfer in immediately available funds.

        (c) Interest accrued on the Certificates but not paid on any
Distribution Date shall be due and payable on the immediately succeeding
Distribution Date, together with, to the extent permitted by applicable law,
interest on such amount at the Certificate Rate, all as provided in the
definition of Certificate Interest Carryover Shortfall.


                                      -49-
<PAGE>   54

        SECTION 4.04. SPREAD ACCOUNT.

        (a) The Spread Account will be held for the benefit of the
Securityholders and the Insurer.

        (b) On each Distribution Date, based solely on the Distribution Date
Statement, the Indenture Trustee shall withdraw funds from the Spread Account,
to the extent funds are on deposit therein, equal to the amount by which the sum
of the amounts set forth in Section 4.03(a), clauses (i) through (v) and (vii)
with respect to such Distribution Date exceeds the amount of Net Collections
available with respect to such Distribution Date. The Indenture Trustee shall
deposit any such funds withdrawn from the Spread Account into the Payment
Account to be distributed pursuant to Section 4.03(a). Funds shall also be
withdrawn from the Spread Account by the Indenture Trustee, as directed by the
Insurer to reimburse the Insurer for draws with respect to any Preference
Amount. If the amount of cash on deposit in the Spread Account on any
Distribution Date (after giving effect to all deposits thereto or withdrawals
therefrom on such Distribution Date other than withdrawals relating to
distributions to be made pursuant to this sentence) exceeds the maximum amount
of the cash component of the Spread Account, as specified in the definition of
"Spread Account Maximum" set forth in the Insurance Agreement, the Indenture
Trustee shall, based solely on the Distribution Date Statement, distribute any
excess first, to the Insurer, to the extent of any amounts owing to the Insurer
pursuant to the Insurance Agreement, and second, to the Certificate Distribution
Account for distribution to holders of the Residual Interests. Upon any such
distributions to the Insurer or the holders of the Residual Interests, the
Securityholders will have no further rights in, or claims to, such amounts.

        (c) Amounts held in the Spread Account shall be invested in the manner
specified in Section 4.01(c), and such investments shall be made in accordance
with written instructions from the Servicer; provided that, if the Indenture
Trustee does not receive any such written instructions prior to any date on
which an investment decision must be made, the funds held in the Spread Account
will remain uninvested. All such investments shall be made in the name of the
Indenture Trustee or its nominee and such investments shall not be sold or
disposed of prior to their maturity.

        (d) Ninety-one (91) days following the termination of the Trust pursuant
to Section 9.01 of the Trust Agreement, any amounts on deposit in the Spread
Account, after payments of amounts due to the Securityholders or the Insurer
pursuant to the Insurance Agreement, shall be paid to the holders of the
Residual Interests; provided, however, that if an insolvency event of the type
described in Section 7.01(d) or (e) with respect to any of the Seller, the
Servicer, the Indenture Trustee or the Securityholders (collectively, the
"POTENTIAL PREFERENCE PARTIES") shall have occurred during the period ending
ninety-one (91) days after payment in full to the Securityholders of all amounts
payable with respect to the Securities and the payment in full of the Repayment
Amount then the funds on deposit in the Spread Account shall be retained until
the date all applicable statute of limitation periods with respect to all
applicable preference actions and periods have expired and during which time no
preference action or similar proceeding at law or in equity is commenced, at
which time, the Insurer shall direct the Indenture Trustee in writing to release
all amounts in the Spread Account to the holders of the Residual Interests, pro
rata in proportion to percentage portion of the Residual Interest (the
"PERCENTAGE INTEREST") of each such holder of the Residual Interests. In the
event that any preference action referred to above is commenced during any
applicable statute of limitations period, funds deposited in the Spread Account
shall be retained until the date on which there is a final determination by a
court of competent jurisdiction as to whether any payment or


                                      -50-
<PAGE>   55

payments made pursuant to this Agreement, the Indenture, the Indemnification
Agreement or the Insurance Agreement is recoverable from any of the Insurer, the
Noteholders or the Certificateholders. If it is so determined that a payment is
so recoverable, funds deposited in the Spread Account shall be applied by the
Indenture Trustee at the written direction of the Insurer first to pay any and
all such claims with respect to such preference actions as the Securityholders
and the Insurer may be required to pay and then to the holders of the Residual
Interests, pro rata in proportion to their Percentage Interests. If it is
determined that any such payment is not recoverable, the Insurer shall direct
the Indenture Trustee in writing to release all amounts on deposit in the Spread
Account to the holders of the Residual Interests, pro rata in proportion to
their Percentage Interests, upon receipt by the Insurer of both a final order
determining that such payments are not recoverable and an opinion of nationally
recognized bankruptcy counsel to the effect that such appeal is final and not
subject to appeal. For purposes of compliance with this Section 4.04(d), the
Indenture Trustee shall be entitled to rely on written instructions from the
Insurer.

        (e) In the event any of the holders of the Residual Interests seek to
have the amounts remaining on deposit in the Spread Account released to holders
of the Residual Interests prior to the expiration of the ninety-one (91) day
period specified in Section 4.04(d) above, then, if (i) amounts payable with
respect to the Notes and the Certificates have been fully paid to the
Noteholders and the Certificateholders, respectively, (ii) the Repayment Amount
and all other amounts owing to the Insurer pursuant to the Insurance Agreement
have been paid in full, (iii) no case or proceeding described in Sections
7.01(d) or (e) has occurred with respect to the Potential Preference Parties,
and (iv) either (A) the long term unsecured debt of the Seller and the Servicer
is rated BBB- or better by Standard & Poor's and Baa3 or better by Moody's, (B)
the Insurer shall have received a favorable opinion or opinions, satisfactory in
form and substance to the Insurer, from counsel to Onyx, the Seller and the
Servicer, to the effect that in the event a case or proceeding described in
Sections 7.01(d) or (e) were to occur with respect to the Potential Preference
Parties, no payment pursuant to this Agreement or the Insurance Agreement would
be recoverable from either the Insurer or the Securityholders, and such other
matters as the Insurer may reasonably request, or (C) the Insurer, in its sole
discretion, elects to have the remaining amounts on deposit in the Spread
Account paid to the holders of the Residual Interests, then, in any such event,
all remaining amounts on deposit in the Spread Account shall be paid to the
holders of the Residual Interests, pro rata in proportion to their Percentage
Interests.

        SECTION 4.05. STATEMENTS TO SECURITYHOLDERS.

        (a) On each Distribution Date, (i) the Indenture Trustee shall include
with each distribution to each Noteholder of record as of the related Record
Date, and (ii) the Trust Agent shall include with each distribution to each
Certificateholder of record as of the related Record Date, a statement, prepared
by the Servicer, based on the information in the Distribution Date Statement
furnished pursuant to Section 3.09, setting forth for such Distribution Date the
following information as of the related Record Date or such Distribution Date,
as the case may be:

                      (i)    the amount of such distribution allocable to
                             principal (stated separately for each Class of
                             Notes and the Certificates), separately identifying
                             the aggregate amount included therein of any (i)
                             Full Prepayments of principal on Precomputed
                             Contracts and (ii) Full Prepayments and partial
                             prepayments of principal on Simple Interest
                             Contracts;


                                      -51-
<PAGE>   56

                      (ii)   the amount of such distribution allocable to
                             interest (stated separately for each Class of Notes
                             and the Certificates);

                      (iii)  the Note Percentage and the Certificate Percentage
                             as of the close of business on the last day of such
                             Collection Period;

                      (iv)   the Certificate Distributable Amount and the Note
                             Distributable Amount for such Distribution Date;

                      (v)    the Premium payable to the Insurer;

                      (vi)   the amount to be on deposit in the Spread Account
                             on such Distribution Date, before and after giving
                             effect to deposits thereto and withdrawals
                             therefrom to be made in respect of such
                             Distribution Date;

                      (vii)  the amount of the withdrawal, if any, required to
                             be made from the Spread Account by the Indenture
                             Trustee, specifying as to whether such amount is to
                             be (A) deposited into the Payment Account, (B) paid
                             to the Insurer or (C) deposited into the
                             Certificate Distribution Account for distribution
                             to the holders of the Residual Interests pursuant
                             to Section 4.04(b);

                      (viii) the aggregate Servicing Fee with respect to the
                             Contracts for the related Collection Period;

                      (ix)   the amount of fees paid to the Owner Trustee, the
                             Trust Agent and the Indenture Trustee, with respect
                             to the related Collection Period;

                      (x)    the amount of any Note Interest Carryover
                             Shortfall, Note Principal Carryover Shortfall,
                             Certificate Interest Carryover Shortfall and
                             Certificate Principal Carryover Shortfall on such
                             Distribution Date and the change in such amounts
                             from those with respect to the immediately
                             preceding Distribution Date;

                      (xi)   the number of, and aggregate amount of, monthly
                             principal and interest payments due on the
                             Contracts which are delinquent as of the end of the
                             related Collection Period presented on a 30-day,
                             60-day and 90-day basis;

                      (xii)  the Net Collections and the Policy Claim Amount, if
                             any, for such Distribution Date;

                      (xiii) the aggregate amount of Liquidation Proceeds
                             received for Defaulted Contracts;


                                      -52-
<PAGE>   57

                      (xiv)  the net credit losses and Cram Down Losses for the
                             Collection Period;

                      (xv)   the number and net outstanding balance of Contracts
                             for which the Financed Vehicle has been
                             repossessed; and

                      (xvi)  the Pool Balance, the Note Pool Factor for each
                             Class of Notes and the Certificate Pool Factor as
                             of such Distribution Date after giving effect to
                             the distribution made on such Distribution Date.

Each amount set forth pursuant to subclauses (i) or (ii) above shall be
expressed as a dollar amount per $1,000.00 of original principal amount of a
Note or original Certificate Balance, as the case may be.

        (b) Within a reasonable period of time after the end of each calendar
year, but not later than the latest date permitted by law, the Servicer shall
prepare and furnish to the Issuer, the Indenture Trustee and each Paying Agent,
and the Paying Agent for the Notes and the Paying Agent for the Certificates
shall furnish to each Person who on any Record Date during such calendar year
shall have been a Holder of a Note or a Certificate, respectively, a statement
or statements containing the sum of the amounts set forth in clauses (i) and
(ii) above for such calendar year and such other information as is reasonably
necessary for the preparation of such Person's federal income tax return in
respect of the Notes or Certificates or, in the event such Person shall have
been a Holder of a Note or a Certificate during a portion of such calendar year,
for the applicable portion of such year, for the purposes of such Noteholder's
or Certificateholder's preparation of federal income tax returns.

                                    ARTICLE V

                                   THE SELLER

        SECTION 5.01. LIABILITY OF SELLER; INDEMNITIES.

        The Seller shall be liable in accordance herewith only to the extent of
the obligations specifically undertaken by the Seller under this Agreement.

        SECTION 5.02. MERGER OR CONSOLIDATION OF, OR ASSUMPTION OF THE
                      OBLIGATIONS OF, SELLER; CERTAIN LIMITATIONS.

        The Seller shall not consolidate with or merge into any other
corporation or convey, transfer or lease substantially all of its assets as an
entirety to any Person unless the corporation formed by such consolidation or
into which the Seller has merged or the Person which acquires by conveyance,
transfer or lease substantially all the assets of the Seller as an entirety, can
lawfully perform the obligations of the Seller hereunder and executes and
delivers to the Issuer, the Trust Agent, the Indenture Trustee and the Insurer
an agreement in form and substance reasonably satisfactory to the Issuer, the
Trust Agent, the Indenture Trustee and the Insurer, which contains an assumption
by such successor entity of the due and punctual performance and observance of
each covenant and condition to be performed or observed by the Seller under this
Agreement.


                                      -53-
<PAGE>   58

        SECTION 5.03. LIMITATION ON LIABILITY OF SELLER AND OTHERS.

        The Seller and any director or officer or employee or agent of the
Seller may rely in good faith on any document of any kind, prima facie properly
executed and submitted by any Person respecting any matters arising hereunder.
The Seller shall not be under any obligation to appear in, prosecute or defend
any legal action that shall not be incidental to its obligations under this
Agreement, and that in its opinion may involve it in any expense or liability.

        SECTION 5.04. SELLER NOT TO RESIGN.

        Subject to the provisions of Section 5.02, the Seller shall not resign
from the obligations and duties hereby imposed on it as Seller under this
Agreement.

        SECTION 5.05. SELLER MAY OWN SECURITIES.

        The Seller and any Affiliate thereof may in its individual or any other
capacity become the owner or pledgee of Securities with the same rights as it
would have if it were not the Seller or an Affiliate thereof, except as
expressly provided herein or in any Basic Document. Securities so owned by or
pledged to the Seller or such Affiliate shall have an equal and proportionate
benefit under the provisions of this Agreement, without preference, priority or
distinction as among all of the Notes or Certificates, as the case may be.

                                   ARTICLE VI

                                  THE SERVICER

        SECTION 6.01. LIABILITY OF SERVICER; INDEMNITIES.

        Subject to Section 7.02, the Servicer shall be liable in accordance
herewith only to the extent of the obligations specifically undertaken by the
Servicer under this Agreement. Such obligations shall include the following:

        (a) The Servicer shall defend, indemnify and hold harmless the Issuer,
the Owner Trustee, the Trust Agent, the Indenture Trustee, the Insurer, the
Custodian, their respective officers, directors, agents and employees, and the
Securityholders from and against any and all costs, expenses, losses, damages,
claims and liabilities, arising out of or resulting from the use, ownership or
operation by the Servicer or any Affiliate thereof of a Financed Vehicle.

        (b) The Servicer shall indemnify, defend and hold harmless the Issuer,
the Owner Trustee, the Trust Agent, the Indenture Trustee, the Insurer, the
Custodian (if the Custodian is not the Servicer) and their respective officers,
directors, agents and employees from and against any taxes that may at any time
be asserted against the Issuer, the Owner Trustee, the Trust Agent, the
Indenture Trustee, the Insurer or the Custodian with respect to the transactions
contemplated herein and in the other Basic Documents, including, without
limitation, any sales, gross receipts, general corporation, tangible personal
property, privilege or license taxes (but, not including (i) in the case of the
Issuer, any taxes asserted with respect to, and as of the date of, the sale of
the Contracts to the Issuer or the issuance and original sale of the Securities,
or (ii) any taxes asserted with respect to


                                      -54-
<PAGE>   59

ownership of the Contracts, or (iii) any federal or other income taxes arising
out of distributions on the Securities) and costs and expenses in defending
against the same.

        (c) The Servicer shall indemnify, defend and hold harmless the Issuer,
the Owner Trustee, the Trust Agent, the Indenture Trustee, the Insurer, the
Custodian (if the Custodian is not the Servicer), their respective officers,
directors, agents and employees and the Securityholders from and against any and
all costs, expenses, losses, claims, damages and liabilities to the extent that
such cost, expense, loss, claim, damage or liability arose out of, or was
imposed upon any such Person through, the negligence (other than errors in
judgment), willful misfeasance or bad faith of the Servicer or the Seller in the
performance of their respective duties under this Agreement.

        (d) The Servicer shall indemnify, defend and hold harmless the Issuer,
the Owner Trustee, the Trust Agent, the Indenture Trustee, the Insurer, the
Custodian (if the Custodian is not the Servicer) and their respective officers,
directors, agents and employees from and against any and all costs, expenses,
losses, claims, damages and liabilities arising out of or incurred in connection
with the acceptance or performance of the trusts and duties herein and, in the
case of the Owner Trustee and the Trust Agent, in the Trust Agreement and, in
the case of the Indenture Trustee, in the Indenture, except to the extent that
such cost, expense, loss, claim, damage or liability (i) shall be due to the
willful misfeasance, bad faith or negligence of the Owner Trustee, the Trust
Agent, the Indenture Trustee, the Insurer or the Custodian, as the case may be;
(ii) relates to any tax other than the taxes with respect to which either the
Servicer shall be required to indemnify the Issuer, the Owner Trustee, the Trust
Agent, the Indenture Trustee, the Insurer or the Custodian; or (iii) shall arise
from the Trust Agent's, the Owner Trustee's or the Indenture Trustee's breach of
any of their respective representations or warranties set forth herein, in the
Trust Agreement or in the Indenture.

        (e) In addition to the indemnification obligations set forth above, and
without duplication, the Servicer shall indemnify the Owner Trustee, the Trust
Agent, each co-trustee and their respective officers, directors, employees,
successors, assigns, agents and servants from and against any and all
liabilities, obligations, losses, damages, taxes, claims, actions and suits, and
any and all reasonable costs, expenses and disbursements (including reasonable
legal fees and expenses) of any kind and nature whatsoever in any way relating
to or arising out of the Trust Agreement, the other Basic Documents, the Trust
Estate (as defined in the Trust Agreement), the administration of the Trust
Estate or the action or inaction of the Owner Trustee, Trust Agent or any
co-trustee under the Trust Agreement, except to the extent that such
liabilities, obligations, losses, damages, taxes, claims, actions, suits, costs,
expenses and disbursements (i) shall be due to the willful misconduct or
negligence of the Owner Trustee, the Trust Agent, a co-trustee or such other
party seeking indemnification, as the case may be, or (ii) shall arise from the
inaccuracy of any representation or warranty contained in Section 7.03 of the
Trust Agreement expressly made by the Owner Trustee or the Trust Agent, as the
case may be. In the event of any claim, action or proceeding for which indemnity
will be sought pursuant to this Section 6.01(e), the choice of legal counsel by
the Owner Trustee or the Trust Agent, as applicable, shall be subject to the
approval of the Servicer, which approval shall not be unreasonably withheld.

        (f) The Servicer shall be responsible for payment of the Administrator's
compensation pursuant to Section 3 of the Administration Agreement and shall
reimburse the Administrator for all expenses and liabilities of the
Administrator incurred thereunder.


                                      -55-
<PAGE>   60


        (g) Indemnification under this Section 6.01 shall include, without
limitation, reasonable fees and expenses of counsel and expenses of litigation.
If the Servicer shall have made any indemnity payments pursuant to this section
and the recipient thereafter collects any of such amounts from others, the
recipient Person shall promptly repay such amounts to the Servicer, without
interest.

        (h) This Section 6.01 shall survive the resignation or removal of the
Owner Trustee, the Trust Agent, the Custodian and the Indenture Trustee and the
termination of this Agreement, the Trust Agreement and the Indenture.

        SECTION 6.02. CORPORATE EXISTENCE; STATUS AS SERVICER; MERGER.

        (a) The Servicer shall keep in full effect its existence, rights and
franchises as a corporation incorporated under the laws of the State of
Delaware, and will obtain and preserve its qualification to do business as a
foreign corporation in each jurisdiction in which such qualification is or shall
be necessary to protect the validity and enforceability of the Contract
Documents and this Agreement.

        (b) The Servicer shall not consolidate with or merge into any other
corporation or convey, transfer or lease all or substantially all of its assets
as an entirety to any Person or engage in any corporate transaction pursuant to
which the surviving or successor entity is not Onyx Acceptance Corporation,
unless (i) such entity is at least rated investment grade by the Rating
Agencies, (ii) the Insurer shall have consented thereto in writing and (iii)
such entity executes and delivers to the Issuer, the Indenture Trustee and the
Insurer an agreement in form and substance reasonably satisfactory to the
Issuer, the Indenture Trustee and the Insurer, which contains an assumption by
such successor entity of the due and punctual performance and observance of each
covenant and condition to be performed or observed by the Servicer under this
Agreement.

        SECTION 6.03. PERFORMANCE OF OBLIGATIONS.

        (a) The Servicer shall punctually perform and observe all of its
obligations and agreements contained in this Agreement.

        (b) The Servicer shall not take any action, or permit any action to be
taken by others, which would excuse any person from any of its covenants or
obligations under any of the Contract Documents or under any other instrument
included in the Trust Property, or which would result in the amendment,
hypothecation, subordination, termination or discharge of, or impair the
validity or effectiveness of, any of the Contract Documents or any such
instrument, except as expressly provided herein and therein.

        SECTION 6.04. SERVICER NOT TO RESIGN; ASSIGNMENT.

        (a) The Servicer shall not resign from the duties and obligations hereby
imposed on it except upon determination by its Board of Directors that by reason
of change in applicable legal requirements the continued performance by the
Servicer of its duties hereunder would cause it to be in violation of such legal
requirements in a manner which would result in a material adverse effect on the
Servicer or its financial condition, said determination to be evidenced by a
resolution of its Board of Directors to such effect accompanied by an Opinion of
Counsel, satisfactory to the Issuer, the Insurer and the Indenture Trustee, to
such effect. No such resignation shall become effective


                                      -56-
<PAGE>   61

unless and until (i) the Indenture Trustee assumes all of the Servicer's
obligations under this Agreement or (ii) a new servicer acceptable to the
Issuer, the Indenture Trustee and the Insurer is willing to service the
Contracts and enters into a servicing agreement with the Issuer, the Indenture
Trustee and the Insurer in form and substance substantially similar to this
Agreement and satisfactory to the Issuer, the Indenture Trustee and the Insurer,
and each Rating Agency confirms that the selection of such new servicer will not
result in the qualification, reduction or withdrawal of its then-current rating
of each Class of Notes and the Certificates assigned by such Rating Agency. No
such resignation by the Servicer shall affect the obligation of the Servicer to
repurchase Contracts pursuant to Section 3.07.

        (b) Except as specifically permitted in this Agreement, the Servicer may
not assign this Agreement or any of its rights, powers, duties or obligations
hereunder; provided that (i) the Servicer may assign this Agreement in
connection with a consolidation, merger, conveyance, transfer or lease made in
compliance with Section 6.02(b).

        (c) Except as provided in Sections 6.04(a) and (b), the duties and
obligations of the Servicer under this Agreement shall continue until this
Agreement shall have been terminated as provided in Section 8.01 or the Trust
shall have been terminated as provided by the terms of the Trust Agreement, and
shall survive the exercise by the Issuer, the Indenture Trustee or the Insurer
of any right or remedy under this Agreement, or the enforcement by the Issuer,
the Indenture Trustee, any Certificateholder or Noteholder, or the Insurer of
any provision of the Notes, the Certificates, the Insurance Agreement or this
Agreement.

        (d) The resignation of the Servicer in accordance with this Section
shall not affect the rights of the Seller hereunder. If the Servicer resigns
pursuant to this Section, its appointment as custodian may be terminated
pursuant to Section 2.08.

        SECTION 6.05. LIMITATION ON LIABILITY OF SERVICER AND OTHERS.

        Neither the Servicer nor any of the directors, officers, employees or
agents of the Servicer shall be under any liability to the Issuer, the
Noteholders or the Certificateholders, except as provided under this Agreement,
for any action taken or for refraining from the taking of any action pursuant to
this Agreement or for errors in judgment; provided, however, that this provision
shall not protect the Servicer or any such person against any liability that
would otherwise be imposed by reason of willful misfeasance, bad faith or
negligence (except errors in judgment) in the performance of duties or by reason
of reckless disregard of obligations and duties under this Agreement. The
Servicer and any director, officer, employee or agent of the Servicer may rely
in good faith on any document of any kind prima facie properly executed and
submitted by any person respecting any matters arising under this Agreement.

        Except as provided in this Agreement, the Servicer shall not be under
any obligation to appear in, prosecute or defend any legal action that shall not
be incidental to its duties to service the Contracts in accordance with this
Agreement, and that in its opinion may involve it in any expense or liability;
provided, however, that the Servicer may undertake any reasonable action that it
may deem necessary or desirable in respect of this Agreement and the other Basic
Documents and the rights and duties of the parties to this Agreement and the
other Basic Documents and the interests of the Securityholders under this
Agreement and the other Basic Documents.



                                      -57-
<PAGE>   62

                                  ARTICLE VII

                                    DEFAULT

        SECTION 7.01. EVENTS OF DEFAULT.

        If any one of the following events (each, a "SERVICER DEFAULT") shall
occur and be continuing:

        (a) any failure by the Servicer to deposit or credit to the Collection
Account or the Payahead Account any amount required under this Agreement to be
so deposited or credited that shall continue unremedied for a period of three
Business Days after written notice of such failure is received by the Servicer
from the Issuer, the Indenture Trustee or the Insurer or after discovery of such
failure by an officer of the Servicer;

        (b) the Insurer, the Indenture Trustee, the Issuer or the Trust Agent
shall not have received a report in accordance with Section 3.09 by the Servicer
Report Date with respect to which such report is due;

        (c) any failure on the part of the Seller or the Servicer duly to
observe or to perform in any material respect any other covenants or agreements
of the Seller or the Servicer set forth in this Agreement or any other Basic
Document, which failure shall (i) materially and adversely affect the rights of
the Securityholders, the Insurer, the Issuer, the Owner Trustee or the Indenture
Trustee and (ii) continue unremedied for a period of 30 days after the date on
which written notice of such failure, requiring the same to be remedied, shall
have been given (A) to the Seller or the Servicer, as the case may be, by the
Insurer, the Issuer, the Owner Trustee or the Indenture Trustee or (B) to the
Seller or the Servicer, as the case may be, and to the Issuer and the Indenture
Trustee by (1) the Holders of Notes, acting together as a single class,
evidencing in the aggregate not less than 25% of the outstanding amount of the
Notes, (2) if the Notes have been paid in full, by Certificateholders evidencing
not less than 25% of the outstanding Certificate Balance, or (3) so long as no
Insurer Default has occurred and is continuing, by the Insurer;

        (d) the entry of a decree or order for relief by a court or regulatory
authority having jurisdiction in respect of the Servicer or the Seller in an
involuntary case under the federal bankruptcy laws, as now or hereafter in
effect, or another present or future, federal or state, bankruptcy, insolvency
or similar law, or appointing a receiver, liquidator, assignee, trustee,
custodian, sequestrator or other similar official of the Servicer or the Seller
or of any substantial part of its property, or ordering the winding up or
liquidation of the affairs of the Servicer or the Seller and the continuance of
any such decree or order unstayed and in effect for a period of 60 consecutive
days or the commencement of an involuntary case under the federal bankruptcy
laws, as now or hereinafter in effect, or another present or future federal or
state bankruptcy, insolvency or similar law and such case is not dismissed
within 60 days;

        (e) the commencement by the Servicer or the Seller of a voluntary case
under the federal bankruptcy laws, as now or hereafter in effect, or any other
present or future, federal or state, bankruptcy, insolvency or similar law, or
the consent by the Servicer or the Seller to the appointment of or taking
possession by a receiver, liquidator, assignee, trustee, custodian, sequestrator
or other similar official of the Servicer or the Seller or of any substantial
part of its property or the making


                                      -58-
<PAGE>   63

by the Servicer or the Seller of an assignment for the benefit of creditors or
the failure by the Servicer or the Seller generally to pay its debts as such
debts become due or the taking of corporate action by the Servicer or the Seller
in furtherance of any of the foregoing;

        (f) any change of control of the Servicer in violation of the covenant
set forth in Section 6.02 hereof;

        (g) any representation, warranty or statement of the Servicer or the
Seller made in this Agreement or any certificate, report or other writing
delivered pursuant hereto shall prove to be incorrect in any material respect as
of the time when the same shall have been made (excluding, however, any
representation or warranty as to which Section 2.03 or 3.07 shall be applicable
so long as the Servicer or the Seller shall be in compliance with Section 2.03
or 3.07, as the case may be), and the incorrectness of such representation,
warranty or statement has a material adverse effect on the Securityholders or
the Insurer and, within 30 days after written notice thereof shall have been
given to the Servicer or the Seller by the Indenture Trustee or the Issuer or by
the Holders of Notes, acting together as a single class, evidencing in the
aggregate not less than 25% of the outstanding amount of the Notes, or, if the
outstanding amount of the Notes has been reduced to zero, the Certificateholders
evidencing in the aggregate not less than 25% of the outstanding Certificate
Balance or, so long as no Insurer Default has occurred and is continuing, by the
Insurer, the circumstance or condition in respect of which such representation,
warranty or statement was incorrect shall not have been eliminated or otherwise
cured;

        (h) a Trigger Event (as defined in the Insurance Agreement) shall have
occurred;

then and in each and every case, so long as such Servicer Default shall not have
been remedied, either (i) the Insurer, provided no Insurer Default has occurred
and is continuing or (ii) if an Insurer Default has occurred and is continuing
(a) if the Notes have not been paid in full, the holders of Notes evidencing not
less than 25% of the outstanding principal amount of the Notes, acting together
as a single Class or the Indenture Trustee acting on behalf of the Noteholders,
and not the Seller or the Certificateholders or (b) if the Notes have been paid
in full and the Indenture has been discharged in accordance with its terms, the
Holders of Certificates evidencing not less than 25% of the outstanding
Certificate Balance, by notice then given in writing to the Servicer (and to the
Insurer, the Indenture Trustee and the Issuer if given by the Noteholders or the
Certificateholders) may terminate all the rights and obligations of the Servicer
under this Agreement. Upon such termination, termination of the Servicer as
custodian, if the Servicer is acting as such, can be made pursuant to Section
2.08. On or after the receipt by the Servicer of such written notice, all
authority and power of the Servicer under this Agreement, whether with respect
to the Notes, the Certificates, the Contracts or otherwise, shall, without
further action, pass to and be vested in the Indenture Trustee or such Successor
Servicer as may be appointed under Section 7.02; and, without limitation, the
Indenture Trustee and the Issuer are hereby authorized and empowered to execute
and deliver on behalf of the Servicer, as attorney-in fact or otherwise, any and
all documents and other instruments, and to do or accomplish all other acts or
things necessary or appropriate to effect the purposes of such notice of
termination, whether to complete the transfer and endorsement of the Contracts
and related documents, or otherwise. The Servicer shall cooperate with the
Indenture Trustee and the Issuer in effecting the termination of the
responsibilities and rights of the Servicer under this Agreement, including the
transfer to the Indenture Trustee for administration by it of all cash amounts
that (i) shall at the time be held by the Servicer for deposit in, or shall have
been


                                      -59-
<PAGE>   64

deposited by the Servicer in, the Collection Account or Payahead Account or (ii)
shall thereafter be received by it with respect to any Contract.

Notwithstanding the foregoing, in the event that Onyx is not the Servicer, then
all references to the Seller in this Section 7.01 shall be of no force and
effect, and no act of Seller shall constitute a Servicer Default hereunder.

        SECTION 7.02. TRUSTEE TO ACT; APPOINTMENT OF SUCCESSOR.

        Upon the termination of the Servicer by the Insurer pursuant to Section
7.01 or resignation of the Servicer pursuant to Section 6.04, the Insurer shall
appoint a successor servicer ("SUCCESSOR SERVICER"). Upon the termination of the
Servicer by the Indenture Trustee, the Noteholders or the Certificateholders
pursuant to Section 7.01, or upon the resignation of the Servicer pursuant to
Section 6.04 in the event that the Insurer is not entitled to appoint a
successor servicer by operation of Section 9.08, (i) if the Notes have not been
paid in full, the Indenture Trustee shall be the Successor Servicer, and (ii) if
the Notes have been paid in full, the Owner Trustee, acting at the direction of
the Holders of Certificates evidencing not less than 51% of the outstanding
Certificate Balance, shall appoint a Successor Servicer. The Successor Servicer
shall succeed to all the responsibilities, duties and liabilities of the
Servicer under this Agreement, except that such Successor Servicer shall not be
obligated to purchase Contracts pursuant to Section 3.07. If the Indenture
Trustee acts as Successor Servicer, the Indenture Trustee shall be entitled to
such compensation (whether payable out of the Collection Account or otherwise)
as the Servicer would have been entitled to under this Agreement if no such
notice of termination shall have been given. Notwithstanding the foregoing, if
the Notes have not been paid in full, the Indenture Trustee may, if it shall be
unwilling to act, or shall, if it shall be legally unable to so act, appoint, or
petition a court of competent jurisdiction to appoint, any established financial
institution, having a net worth of not less than $50,000,000 and whose regular
business shall include the servicing of automotive retail installment sales
contracts, as the successor to the Servicer under this Agreement. Pending
appointment of any such Successor Servicer, the Indenture Trustee shall act in
such capacity as provided above. In connection with such appointment, the
Indenture Trustee or any other Successor Servicer may make such arrangements for
the compensation of such successor out of payments on Contracts as it, the
Insurer and such successor shall agree; provided, however, (i) that such amount
shall equal the product of a fixed percentage rate and the Principal Balance, as
of the commencement of each Collection Period, of each Contract and (ii) that no
such compensation shall be in excess of that previously permitted the Servicer
under this Agreement. The Indenture Trustee and such successor shall take such
action, consistent with this Agreement, as shall be necessary to effectuate any
such succession.

        SECTION 7.03. NOTIFICATION TO NOTEHOLDERS AND CERTIFICATEHOLDERS.

        Upon any termination of, or appointment of a successor to, the Servicer
pursuant to this Article, the Trust Agent shall give prompt written notice
thereof to Certificateholders at their respective addresses appearing in the
Certificate Register, and the Indenture Trustee shall give prompt written notice
thereof to Noteholders at their respective addresses appearing in the Note
Register.


                                      -60-
<PAGE>   65

        SECTION 7.04. WAIVER OF PAST DEFAULTS.

        Upon the occurrence of a Servicer Default, unless an Insurer Default
shall have occurred and be continuing, the Insurer, and only the Insurer, may
waive any default by the Servicer or the Seller, as the case may be, in the
performance of its obligations under this Agreement except a Servicer Default in
making any required deposits to or payment from the Trust Accounts in accordance
with this Agreement. Upon the occurrence of a Servicer Default, if an Insurer
Default has occurred and is continuing, (i) the Holders of Notes evidencing not
less than 51% of the outstanding principal amount of the Notes, on behalf of all
Securityholders, or (ii) if all the Notes have been paid in full and the
Indenture has been discharged in accordance with its terms, Holders of
Certificates evidencing not less than 25% of the outstanding Certificate
Balance, on behalf of all of the Certificateholders, shall have the right to
waive any default by the Servicer or the Seller, as the case may be, in the
performance of its obligations under this Agreement except a Servicer Default in
making any required deposits to or payment from the Trust Accounts in accordance
with this Agreement. A Servicer Default in making any required deposits to or
payment from the Trust Accounts in accordance with this Agreement may only be
waived with the consent of the Insurer (if no Insurer Default shall have
occurred and be continuing) and Holders evidencing 100% of the outstanding
principal amount of the Notes or, if the Notes have been paid in full, Holders
of Certificates evidencing 100% of the outstanding Certificate Balance. No such
waiver shall impair the Insurer's or the Securityholders' rights with respect to
subsequent defaults.

        SECTION 7.05. INSURER DIRECTION OF INSOLVENCY PROCEEDINGS.

        The Indenture Trustee, upon the actual knowledge of a Responsible
Officer of the Indenture Trustee, shall promptly notify the Insurer of (i) the
commencement of any of the events or proceedings (individually, an "INSOLVENCY
PROCEEDING") described in the Section 7.01(d) or 7.01(e) hereof and (ii) the
making of any claim in connection with any Insolvency Proceeding seeking the
avoidance as a preferential transfer (a "PREFERENCE CLAIM") of any payment of
principal of, or interest on, any Notes or Certificates. Any Preference Amounts
paid by the Insurer shall be reimbursed to the Insurer as provided in Section
4.03(a) and 4.04(b). Each Noteholder, by its purchase of Notes, each
Certificateholder, by its purchase of Certificates, the Owner Trustee, the Trust
Agent and the Indenture Trustee hereby agree that, so long as no Insurer Default
has occurred and is continuing, the Insurer may at any time during the
continuation of an Insolvency Proceeding direct all matters relating to such
Insolvency Proceeding, including, without limitation, (i) all matters relating
to any Preference Claim, (ii) the direction of any appeal of any order relating
to any Preference Claim and (iii) the posting of any surety or performance bond
pending any such appeal. The Insurer shall be subrogated to the rights of the
Indenture Trustee, the Owner Trustee, the Trust Agent and each Securityholder in
the conduct of any Insolvency Proceeding, including, without limitation, all
rights of any party to an adversary proceeding action with respect to any court
order issued in connection with any such Insolvency Proceeding.

                                  ARTICLE VIII

                                   TERMINATION


                                      -61-
<PAGE>   66

        SECTION 8.01. OPTIONAL PURCHASE OF ALL CONTRACTS; SATISFACTION AND
                      DISCHARGE OF THE INDENTURE.

        (a) On each Distribution Date as of which the Pool Balance is 10% or
less of the Original Pool Balance, the Servicer shall have the option to
purchase the remaining Contracts from the Trust. Notice of the exercise of such
option shall be given by the Servicer to the Issuer, the Trust Agent, the
Indenture Trustee and the Insurer not later than the 10th day prior to the
specified Distribution Date and not earlier than the 15th day of the month prior
to the month of the specified Distribution Date. To exercise such option, the
Servicer shall pay to the Indenture Trustee for the benefit of the
Securityholders, by deposit in the Collection Account on the Business Day
immediately preceding the related Distribution Date, the greater of (i) the sum
of (x) the Pool Balance on the date of repurchase plus (y) accrued and unpaid
interest on the Contracts and (ii) the sum of (x) the aggregate unpaid principal
amount of the Securities plus (y) accrued and unpaid interest thereon plus (z)
all amounts due to the Insurer under the Insurance Agreement. Such purchase
shall be deemed to have occurred on the last day of the related Collection
Period.

        (b) Notice of any termination of the Trust shall be given by the
Servicer to the Owner Trustee, the Trust Agent, the Insurer and the Indenture
Trustee as soon as practicable after the Servicer has received notice thereof.
Such notice shall conform to the notice described in Section 9.01(c) of the
Trust Agreement.

        (c) Following the satisfaction and discharge of the Indenture and the
payment in full of the principal of and interest on the Notes, the
Certificateholders will succeed to the rights of the Noteholders hereunder and
the Owner Trustee and, on its behalf, the Trust Agent, will succeed to the
rights of, and assume the obligations of, the Indenture Trustee pursuant to this
Agreement; provided, however, that the Indenture Trustee shall continue to make
claims under the Policy as provided herein.

        SECTION 8.02. TRANSFER TO THE INSURER.

        If (i) there are one or more Outstanding Contracts at the end of the
Collection Period ending immediately prior to the Certificate Final Scheduled
Distribution Date and (ii) an amount sufficient to pay the Certificate
Distributable Amount on the Certificate Final Scheduled Distribution Date has
been deposited with the Indenture Trustee by the Insurer for the benefit of the
Certificateholders, then on the Certificate Final Scheduled Distribution Date
the Certificates shall be deemed to be transferred by the Certificateholders to
the Insurer or its designee as purchaser thereof at the opening of business on
the Certificate Final Scheduled Distribution Date and the Owner Trustee, on
behalf of the Trust, shall execute, and the Trust Agent shall authenticate and
deliver to the Insurer or its designee, in the name of the Insurer or its
designee, as the case may be, a new Certificate evidencing the entire
Certificate Balance. Such new Certificate shall have the same terms as the
Certificates deemed transferred by the Certificateholders. No service charge
shall be made for the issuance of such Certificate to the Insurer or its
designee, but the Owner Trustee or Trust Agent may require payment of a sum
sufficient to cover any tax or other governmental charge imposed in connection
therewith. Such transfer shall not diminish or restrict the Insurer's rights
hereunder or under the Insurance Agreement.


                                      -62-
<PAGE>   67

                                   ARTICLE IX

                                  MISCELLANEOUS

        SECTION 9.01. AMENDMENT.

        (a) This Agreement may be amended by the Issuer, the Seller, the
Servicer, the Indenture Trustee and the Trust Agent, collectively, with the
prior written consent of the Insurer, but without the consent of any
Securityholders, to cure any ambiguity, to correct or supplement any provisions
in this Agreement which are inconsistent with the provisions herein, or to make
any other provisions with respect to matters or questions arising under this
Agreement which are not inconsistent with the provisions of this Agreement;
provided, however, that any such action shall not materially and adversely
affect the interests of any Securityholder; and provided, further, that any such
amendment shall be deemed not to materially and adversely affect the interests
of any Securityholder if the Person requesting the amendment obtains a letter or
confirmation from each Rating Agency to the effect that such amendment would not
result in a downgrading or withdrawal of the ratings then assigned to the
applicable Securities by such Rating Agency.

        (b) This Agreement may also be amended by the Issuer, the Seller, the
Servicer, the Indenture Trustee and the Trust Agent, with the consent of the
Insurer and (i) for so long as any Notes are outstanding, the Holders of Notes
evidencing in the aggregate not less than 51% of the principal amount of the
Notes then outstanding, acting together as a single class or (ii) if the Notes
have been paid in full, the Holders of Certificates evidencing not less than 51%
of the outstanding Certificate Balance, for the purpose of adding any provisions
to or changing in any manner or eliminating any of the provisions of this
Agreement, or of modifying in any manner the rights of the Noteholders or the
Certificateholders; provided, however, that no such amendment shall (i) increase
or reduce in any manner the amount of, or accelerate or delay the timing of,
collections of payments on the Contracts or distributions that shall be required
to be made for the benefit of the Noteholders or Certificateholders or (ii)
reduce the aforesaid percentage of the outstanding amount of the Notes the
Holders of which are required to consent to any such amendment, without the
consent of all affected Noteholders and Certificateholders.

        (c) Promptly after the execution of any such amendment or consent, the
Trust Agent and the Indenture Trustee, as the case may be, shall furnish the
written notification of the substance of such amendment or consent to each
Certificateholder and Noteholder, respectively.

        (d) It shall not be necessary for the consent of Noteholders and
Certificateholders pursuant to Section 9.01(b) to approve the particular form of
any proposed amendment or consent, but it shall be sufficient if such consent
shall approve the substance thereof. The manner of obtaining such consents and
of evidencing the authorization by Noteholders and Certificateholders of the
execution thereof shall be subject to such reasonable requirements as the Trust
Agent or the Indenture Trustee may prescribe. Any consent by a Securityholder to
an amendment of the Agreement shall be conclusive and binding on such
Securityholder and upon all future Securityholders of such Security and of any
Security issued upon the transfer thereof or in exchange thereof or in lieu
thereof whether or not notation of such consent is made upon such Security.

        (e) The Trust Agent and the Indenture Trustee may, but shall not be
obligated to, enter into any such amendment which affects the Trust Agent's or
the Indenture Trustee's own rights,


                                      -63-
<PAGE>   68

duties or immunities under this Agreement or otherwise and any such amendment
shall be unenforceable in its entirety absent the execution of such amendment by
the Trust Agent and the Indenture Trustee.

        SECTION 9.02. PROTECTION OF TITLE TO TRUST.

        (a) The Servicer shall execute and file such financing statements and
cause to be executed and filed such continuation statements, all in such manner
and in such places as may be required by law fully to preserve, maintain and
protect the interest of the Issuer, the Securityholders, the Indenture Trustee,
the Trust Agent and the Insurer in the Contracts and in the proceeds thereof.
The Servicer shall deliver (or cause to be delivered) to the Trust Agent and the
Indenture Trustee file-stamped copies of, or filing receipts for, any document
filed as provided above, as soon as available following such filing.

        (b) Neither the Seller nor the Servicer shall change its name, identity
or corporate structure in any manner that would, could or might make any
financing statement or continuation statement filed in accordance with Section
9.02(a) seriously misleading within the meaning of Section 9-402(7) of the UCC,
unless it shall have given the Insurer, the Trust Agent and the Indenture
Trustee at least 60 days' prior written notice thereof.

        (c) The Seller and the Servicer shall give the Insurer, the Trust Agent
and the Indenture Trustee at least 60 days' prior written notice of any
relocation of the principal executive office of the Seller and the Servicer if,
as a result of such relocation, the applicable provisions of the UCC would
require the filing of any amendment of any previously filed financing or
continuation statement or of any new financing statement. The Servicer shall at
all times maintain each office from which it shall service Contracts, and its
principal executive office, within the United States.

        (d) The Servicer shall maintain or cause to be maintained accounts and
records as to each Contract accurately and in sufficient detail to permit (i)
the reader thereof to know at any time the status of such Contract, including
payments and recoveries made and payments owing (and the nature of each) and
(ii) reconciliation between payments or recoveries on (or with respect to) each
Contract and the amounts from time to time deposited in or credited to the
Collection Account and the Payahead Account in respect of such Contract.

        (e) The Servicer shall maintain or cause to be maintained its computer
systems so that, from and after the time of sale under this Agreement of the
Contracts to the Issuer, the Servicer's master computer records (including any
backup archives) that shall refer to a Contract indicate clearly the interest of
the Issuer and the Indenture Trustee in such Contract and that such Contract is
owned by the Issuer and has been pledged to the Indenture Trustee.

        (f) If at any time the Seller or the Servicer shall propose to sell,
grant a security interest in, or otherwise transfer any interest in automotive
retail installment sales contracts or installment loan agreements to any
prospective purchaser, lender or other transferee, the Servicer shall give or
cause to be given to such prospective purchaser, lender or other transferee
computer tapes, records or print-outs (including any restored from back-up
archives) that, if they shall refer in any manner whatsoever to any Contract,
shall indicate clearly that such Contract has been sold and is owned by the
Issuer and has been pledged to the Indenture Trustee.


                                      -64-
<PAGE>   69

        (g) The Servicer shall permit the Owner Trustee, the Trust Agent, the
Indenture Trustee and the Insurer and their respective agents, at any time
during normal business hours, to inspect, audit and make copies of and abstracts
from the Servicer's records regarding any Contract.

        (h) Upon request, the Servicer shall furnish to the Owner Trustee, the
Trust Agent, the Indenture Trustee and the Insurer, within five Business Days, a
list of all Contracts then held as part of the Trust Property, together with a
reconciliation of such list to the Schedule of Contracts and to each of the
Distribution Date Statements furnished before such request indicating removal of
Contracts from the Trust.

        (i) The Servicer shall deliver to the Trust Agent, the Indenture Trustee
and the Insurer:

                      (i)    promptly after the execution and delivery of this
                             Agreement and of each amendment hereto, an Opinion
                             of Counsel stating that, in the opinion of such
                             counsel, all financing statements and continuation
                             statements have been executed and filed that are
                             necessary fully to preserve and protect the
                             interest of the Issuer and the Indenture Trustee in
                             the Contracts, and reciting the details of such
                             filings or referring to prior Opinions of Counsel
                             in which such details are given, or (B) stating
                             that, in the opinion of such counsel, no such
                             action shall be necessary to preserve and protect
                             such interest; and

                      (ii)   within 90 days after the beginning of each calendar
                             year beginning with the first calendar year
                             beginning more than three months after the Closing
                             Date an Opinion of Counsel, dated as of a date
                             during such 90-day period, either (A) stating that,
                             in the opinion of such counsel, all financing
                             statements and continuation statements have been
                             executed and filed that are necessary fully to
                             preserve and protect the interest of the Issuer and
                             the Indenture Trustee in the Contracts, and
                             reciting the details of such filings or referring
                             to prior Opinions of Counsel in which such details
                             are given or (B) stating that, in the opinion of
                             such counsel, no such action shall be necessary to
                             preserve and protect such interest.

        (j) The Seller shall, to the extent required by applicable law, cause
the Certificates and the Notes to be registered with the Securities and Exchange
Commission pursuant to Section 12(b) or Section 12(g) of the Securities Exchange
Act of 1934, as amended, within the time periods specified in such sections.

        (k) For the purpose of facilitating the execution of this Agreement and
for other purposes, this Agreement may be executed simultaneously in any number
of counterparts, each of which counterpart shall be deemed to be an original,
and all of which counterparts shall constitute but one and the same instrument.


                                      -65-
<PAGE>   70

        SECTION 9.03. GOVERNING LAW.

        THIS AGREEMENT SHALL BE CONSTRUED IN ACCORDANCE WITH THE LAWS OF THE
STATE OF CALIFORNIA AND THE OBLIGATIONS, RIGHTS, AND REMEDIES OF THE PARTIES
UNDER THE AGREEMENT SHALL BE DETERMINED IN ACCORDANCE WITH SUCH LAWS, EXCEPT
THAT THE DUTIES OF THE TRUST AGENT AND THE INDENTURE TRUSTEE SHALL BE GOVERNED
BY THE LAWS OF THE STATE OF NEW YORK.

        SECTION 9.04.        NOTICES.

        All demands, notices and communications under this Agreement shall be in
writing, personally delivered or mailed by certified mail, return receipt
requested, and shall be deemed to have been duly given upon receipt in the case
of

                      (i)    the Seller, at 27051 Towne Centre Drive, Suite 200,
                             Foothill Ranch, CA 92610, Attention: John W. Hall,
                             President, facsimile (949) 465- 3530;

                      (ii)   the Servicer, at 27051 Towne Centre Drive, Suite
                             100, Foothill Ranch, CA 92610, Attention: Don P.
                             Duffy, Executive Vice President, facsimile (949)
                             465-3992;

                      (iii)  the Insurer, at 113 King Street, Armonk, New York
                             10504, Attention: Insured Portfolio Management,
                             Structured Finance, facsimile (914) 765-3163;

                      (iv)   the Issuer or the Owner Trustee, at the Owner
                             Trustee Corporate Trust Office (with, in the case
                             of the Issuer, a copy to the Seller);

                      (v)    the Trust Agent, at the Trust Agent Office;

                      (vi)   the Indenture Trustee, at the Corporate Trust
                             Office;

                      (vii)  Moody's, to Moody's Investors Service, Inc., ABS
                             Monitoring Department, 99 Church Street, New York,
                             New York 10007;

                      (viii) Standard & Poor's, to Standard & Poor's Ratings
                             Services, 55 Water Street, New York, New York
                             10041, Attention: Asset Backed Surveillance
                             Department; and

                      (ix)   the Custodian, to Onyx Acceptance Corporation,
                             27051 Towne Centre Drive, Suite 100, Foothill
                             Ranch, CA 92610, Attention: Don P. Duffy, Executive
                             Vice President, facsimile (949) 465-3992.

or, as to each of the foregoing, at such other address as shall be designated by
written notice to the other parties. Any notice required or permitted to be to
be mailed to a Securityholder shall be given by first class mail, postage
prepaid, at the address of such Holder as shown in the Note Register or the
Certificate Register, as the case may be. Any notice so mailed within the time
prescribed herein



                                      -66-
<PAGE>   71

shall be conclusively presumed to have been duly given, whether or not such
Securityholder shall receive such notice.

        SECTION 9.05. SEVERABILITY OF PROVISIONS.

         If the covenants, agreements, provisions or terms of this Agreement
shall be for any reason whatsoever held invalid, then such covenants,
agreements, provisions or terms shall be deemed severable from the remaining
covenants, agreements, provisions or terms of this Agreement and shall in no way
affect the validity or enforceability of the other provisions of this Agreement
or of the Notes or Certificates or the rights of the Holders thereof.

        SECTION 9.06. ASSIGNMENT.

        Notwithstanding anything to the contrary contained herein, except as
provided in Sections 5.02 and 6.02, neither the Seller nor the Servicer may
transfer or assign all, or a portion of, its rights, obligations and duties
under this Agreement unless such transfer or assignment (i) (A) will not result
in a reduction or withdrawal by any Rating Agency of the rating then assigned by
it to the Certificates or the Notes and (B) the Issuer, the Indenture Trustee
and the Insurer have consented to such transfer or assignment, or (ii) the
Insurer, the Issuer, the Indenture Trustee and Holders of Notes of each Class
evidencing not less than 51% of the outstanding amount of Notes of such Class
and Certificateholders evidencing not less than 51% of the Certificate Balance
consent thereto. Any transfer or assignment with respect to the Servicer of all
of its rights, obligations and duties will not become effective until a
Successor Servicer has assumed the Servicer's rights, duties and obligations
under this Agreement. In the event of a transfer or assignment pursuant to
clause (ii) above, each Rating Agency shall be provided with notice of such
transfer or assignment.

        SECTION 9.07. THIRD PARTY BENEFICIARIES.

        Except as otherwise specifically provided herein, the parties to this
Agreement hereby manifest their intent that no third parties other than the
Insurer and, solely for the purposes of Section 6.01, the Owner Trustee and the
Trust Agent, shall be deemed a third party beneficiary of this Agreement, and
specifically that the Obligors are not third party beneficiaries of this
Agreement.

        SECTION 9.08. CERTAIN MATTERS RELATING TO THE INSURER.

        So long as an Insurer Default shall not have occurred and be continuing,
the Insurer shall have the right to exercise all rights, including voting
rights, which the Noteholders or Certificateholders are entitled to exercise
pursuant to this Agreement, without any consent of such Noteholders or
Certificateholders; provided, however, that without the consent of each
Noteholder, Certificateholder or Residual Interestholder affected thereby, the
Insurer shall not exercise such rights to amend this Agreement in any manner
that would (i) reduce the amount of, or delay the timing of, collections of
payments on the Contracts or distributions which are required to be made on any
Note, Certificate or Residual Interest Instrument, (ii) adversely affect in any
material respect the interests of the Holders of any Notes, Certificates or
Residual Interest Instruments or (iii) alter the rights of any such Holder to
consent to such amendment.


                                      -67-
<PAGE>   72

        Notwithstanding any provision in this Agreement to the contrary, for so
long as an Insurer Default shall have occurred and be continuing, the Insurer
shall not have the right to take any action under this Agreement or to control
or direct the actions of the Trust, the Seller, the Indenture Trustee, the
Servicer or the Trust Agent pursuant to the terms of this Agreement, nor shall
the consent of the Insurer be required with respect to any action (or waiver of
a right to take action) to be taken by the Trust, the Seller, the Indenture
Trustee, the Servicer, the Trust Agent or the Holders of the Notes or the
Certificates; provided, that the consent of the Insurer shall be required at all
times with respect to any amendment of this Agreement.

        SECTION 9.09. HEADINGS.

        The headings of the various Articles and Sections herein are for
convenience of reference only and shall not define or limit any of the terms or
provisions hereof.

        SECTION 9.10. ASSIGNMENT BY ISSUER.

        The Seller hereby acknowledges and consents to any mortgage, pledge,
assignment and grant of a security interest by the Issuer to the Indenture
Trustee pursuant to the Indenture for the benefit of the Noteholders and the
Insurer of all right, title and interest of the Issuer in, to and under the
Contracts and/or the assignment of any or all of the Issuer's rights and
obligations hereunder to the Indenture Trustee.

        SECTION 9.11. LIMITATION OF LIABILITY OF OWNER TRUSTEE.

        Notwithstanding anything contained herein to the contrary, this
instrument has been executed by Bankers Trust (Delaware) not in its individual
capacity but in its capacity as Owner Trustee of the Issuer and by The Chase
Manhattan Bank not in its individual capacity but in its capacity as Indenture
Trustee and Trust Agent, and in no event shall Bankers Trust (Delaware) in its
individual capacity, The Chase Manhattan Bank in its individual capacity or any
beneficial owner of the Issuer have any liability for the representations,
warranties, covenants, agreements or other obligations of the Issuer hereunder,
as to all of which recourse shall be had solely to the assets of the Issuer.



                                      -68-
<PAGE>   73

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

                          ONYX ACCEPTANCE OWNER TRUST 2000-A
                          as Issuer

                          By:    Bankers Trust (Delaware), not in its individual
                                 capacity but solely as Owner Trustee


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


                          ONYX ACCEPTANCE FINANCIAL
                          CORPORATION, as Seller


                          By:
                               -------------------------------------------------
                                 Michael A. Krahelski
                                 Senior Vice President


                          ONYX ACCEPTANCE CORPORATION, as Servicer
                          and Custodian


                          By:
                               -------------------------------------------------
                                 Don P. Duffy
                                 Executive Vice President and
                                 Chief Financial Officer

                          THE CHASE MANHATTAN BANK, not in its
                          individual capacity but solely as Indenture Trustee
                          and as Trust Agent


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


Sale and Servicing Agreement - Signature Page