<PAGE>
                                                                    EXHIBIT 4.13



                                 TRUST AGREEMENT

                                      among

                     ONYX ACCEPTANCE FINANCIAL CORPORATION,
                                  as Depositor


                            BANKERS TRUST (DELAWARE),
                                as Owner Trustee


                                       and


                              JPMORGAN CHASE BANK,
                                 as Trust Agent




                           Dated as of January 1, 2002





                       ONYX ACCEPTANCE OWNER TRUST 2002-A

<PAGE>
                                TABLE OF CONTENTS

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

ARTICLE II - ORGANIZATION.............................................................................4
         Section  2.01   Name.........................................................................4
         Section  2.02   Office.......................................................................4
         Section  2.03   Purposes and Powers..........................................................4
         Section  2.04   Appointment of Owner Trustee.................................................5
         Section  2.05   Initial Capital Contribution of Owner Trust Estate...........................5
         Section  2.06   Declaration of Trust.........................................................6
         Section  2.07   Title to Trust Property......................................................6
         Section  2.08   Situs of Trust...............................................................6
         Section  2.09   Representations and Warranties of the Depositor..............................6
         Section  2.10   Federal Income Tax Allocations...............................................8

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

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

ARTICLE V - APPLICATION OF TRUST FUNDS; CERTAIN DUTIES...............................................16
</TABLE>



                                       -i-
<PAGE>
<TABLE>
<S>                                                                                                 <C>
         Section  5.01   Application of Trust Funds..................................................16
         Section  5.02   Method of Payment...........................................................16
         Section  5.03   No Segregation of Monies; No Interest.......................................16
         Section  5.04   Accounting and Reports to the Noteholders, Owners,
                                    the Internal Revenue Service and Others..........................17
         Section  5.05   Signature on Returns; Tax Matters Partner...................................17

ARTICLE VI - AUTHORITY AND DUTIES OF OWNER TRUSTEE AND
                           TRUST AGENT...............................................................17
         Section  6.01   General Authority...........................................................17
         Section  6.02   General Duties..............................................................18
         Section  6.03   Action Upon Instruction.....................................................18
         Section  6.04   No Duties Except as Specified in this Agreement or in Instructions..........19
         Section  6.05   No Action Except Under Specified Documents or Instructions..................19
         Section  6.06   Restrictions................................................................20

ARTICLE VII - CONCERNING THE OWNER TRUSTEE AND THE TRUST AGENT.......................................20
         Section  7.01   Acceptance of Trusts and Duties.............................................20
         Section  7.02   Furnishing of Documents.....................................................22
         Section  7.03   Representations and Warranties..............................................22
         Section  7.04   Reliance; Advice of Counsel.................................................23
         Section  7.05   Not Acting in Individual Capacity...........................................24
         Section  7.06   Owner Trustee and Trust Agent Not Liable for Residual Interest
                                     Instruments, Notes or Contracts.................................24
         Section  7.07   Owner Trustee and Trust Agent May Own Residual Interest Instruments
                                     and Notes.......................................................25

ARTICLE VIII - COMPENSATION AND INDEMNIFICATION OF OWNER TRUSTEE
                            AND TRUST AGENT..........................................................25
         Section  8.01   Owner Trustee's and Trust Agent's Fees and Expenses.........................25
         Section  8.02   Indemnification.............................................................25
         Section  8.03   Payments to the Owner Trustee or Trust Agent................................25

ARTICLE IX - TERMINATION OF TRUST AGREEMENT..........................................................25
         Section  9.01   Termination of Trust Agreement..............................................25

ARTICLE X - SUCCESSOR OWNER TRUSTEES, ADDITIONAL OWNER TRUSTEE
                           AND TRUST AGENT...........................................................27
         Section  10.01   Eligibility Requirements for Owner Trustee.................................27
         Section  10.02   Resignation or Removal of Owner Trustee....................................27
         Section  10.03   Successor Owner Trustee....................................................28
         Section  10.04   Merger or Consolidation of Owner Trustee...................................28
         Section  10.05   Appointment of Co-Trustee or Separate Trustee..............................28
         Section  10.06   Appointment of Trust Agent.................................................29

ARTICLE XI - MISCELLANEOUS...........................................................................30
         Section  11.01   Supplements and Amendments.................................................30
</TABLE>



                                      -ii-
<PAGE>
<TABLE>
<S>                                                                                                 <C>
         Section  11.02   [RESERVED].................................................................31
         Section  11.03   Limitations on Rights of Others............................................31
         Section  11.04   Notices....................................................................31
         Section  11.05   Severability of Provisions.................................................32
         Section  11.06   Counterparts...............................................................32
         Section  11.07   Successors and Assigns.....................................................32
         Section  11.08   No Petition................................................................32
         Section  11.09   No Recourse................................................................32
         Section  11.10   Residual Interest Instruments Nonassessable and Fully Paid.................33
         Section  11.11   Headings...................................................................33
         Section  11.12   Governing Law..............................................................33
         Section  11.13   Depositor Payment Obligation...............................................33
         Section  11.14   Certain Matters Regarding the Insurer......................................33
         Section  11.15   Fiduciary Duties...........................................................34
</TABLE>





                                      -iii-


                                      -34-
<PAGE>

                                    EXHIBITS

Exhibit A  -  Form of Certificate of Trust
Exhibit B  -  Form of Residual Interest Instrument



                                      -iv-

<PAGE>
         This TRUST AGREEMENT, dated as of January 1, 2002, is among ONYX
ACCEPTANCE FINANCIAL CORPORATION, a Delaware corporation (the "DEPOSITOR"),
BANKERS TRUST (DELAWARE), a Delaware banking corporation, as owner trustee (the
"OWNER TRUSTEE"), and JPMorgan Chase Bank, a New York banking corporation, as
agent of the Owner Trustee for the limited purposes set forth herein (the "TRUST
AGENT").


                                        ARTICLE I

                                       DEFINITIONS

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

         "ADMINISTRATION AGREEMENT" means the administration agreement, dated as
of January 1, 2002, among the Trust, the Depositor, the Indenture Trustee, the
Trust Agent and Onyx, as administrator.

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

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

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

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

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

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

         "CLOSING DATE" means January 30, 2002.

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

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


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

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

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

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

         "INDENTURE" means the indenture dated as of January 1, 2002, between
the Trust, as Issuer, and JPMorgan Chase Bank, as Indenture Trustee.

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

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

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

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

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

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

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

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

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



                                      -2-
<PAGE>
         "PERSON" means a legal person, including any individual, corporation,
estate, partnership, joint venture, association, joint stock company, trust,
unincorporated organization or government or any agency or political subdivision
thereof.

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

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

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

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

         "SALE AND SERVICING AGREEMENT" means the sale and servicing agreement,
dated as of January 1, 2002, among the Trust, as Issuer, the Depositor, as
Seller, Onyx, as Servicer and Custodian, the Indenture Trustee and the Trust
Agent as the same may be amended or supplemented from time to time.

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

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

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

         "TRUST" means the trust established by this Agreement.

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

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



                                       -3-

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

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

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

         Section 1.03 Usage of Terms. With respect to all terms in this
Agreement, the singular includes the plural and the plural the singular; words
importing any gender include the other genders; references to "writing" include
printing, typing, lithography and other means of reproducing words in a visible
form; references to agreements and other contractual instruments include all
amendments, modifications and supplements thereto or any changes therein entered
into in accordance with their respective terms and not prohibited by this
Agreement; references to Persons include their permitted successors and assigns;
and the term "including" means "including without limitation".

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

         Section 1.05 Accounting Terms. All accounting terms used but not
specifically defined herein shall be construed in accordance with generally
accepted accounting principles in the United States.

                                   ARTICLE II

                                  ORGANIZATION

         Section 2.01 Name. The Trust created hereby shall be known as Onyx
Acceptance Owner Trust 2002-A, in which name the Owner Trustee may conduct the
activities of the Trust, make and execute contracts and other instruments on
behalf of the Trust and sue and be sued, and in which name the Owner Trustee may
perform its duties hereunder.

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

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



                                       -4-
<PAGE>
                  (i) to issue the Notes pursuant to the Indenture, to sell the
         Notes, and to issue Residual Interest Instruments pursuant to this
         Agreement;

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

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

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

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

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

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

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

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



                                       -5-

<PAGE>
         Section 2.06 Declaration of Trust. The Owner Trustee hereby declares
that it will hold the Trust Estate in trust upon and subject to the conditions
set forth herein for the sole purpose of conserving the Trust Estate and
collecting and disbursing the periodic income therefrom for the use and benefit
of the Owners, subject to the obligations of the Trust under the Basic
Documents. It is the intention of the parties hereto that the Trust constitute a
business trust under the Business Trust Statute and that this Agreement
constitute the governing instrument of such business trust. It is the intention
of the parties hereto that, solely for income and franchise tax purposes, on and
after the Closing Date (i) so long as there is a sole Residual Interestholder,
the Trust shall be disregarded as an entity separate from the sole Residual
Interestholder, and (ii) if there is more than one Residual Interestholder, the
Trust shall be treated as a partnership, with the assets of the partnership
being the Contracts and other assets held by the Trust, and with the partners of
the partnership being the Owners of the Residual Interest Instruments, and the
Notes being debt of the partnership. The Trust shall not elect to be treated as
an association under Treasury Regulation Section 301.7701-3(a) for federal
income tax purposes. The parties agree that, unless otherwise required by
appropriate tax authorities, the Trust will file or cause to be filed annual or
other necessary returns, reports and other forms consistent with the
characterization of the Trust as provided in the second preceding sentence.
Effective as of the date hereof, the Owner Trustee shall have all rights, powers
and duties set forth herein and in the Business Trust Statute for the sole
purpose and to the extent necessary to accomplish the purposes of the Trust as
set forth in Section 2.03.

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

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

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

         Section 2.09 Representations and Warranties of the Depositor.

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



                                       -6-

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

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

                  (iii) The Depositor has the power and authority to execute and
         deliver this Agreement and to carry out its terms; the Depositor has
         full power and authority to sell and assign the property to be sold and
         assigned to and deposited with the Owner Trustee on behalf of the Trust
         as part of the Trust Estate and has duly authorized such sale and
         assignment and deposit with the Owner Trustee on behalf of the Trust by
         all necessary corporate action. The execution, delivery and performance
         of this Agreement have been duly authorized by the Depositor by all
         necessary corporate action. The Depositor has duly executed and
         delivered this Agreement, and this Agreement constitutes the legal,
         valid and binding obligation of the Depositor enforceable against the
         Depositor in accordance with its terms.

                  (iv) The consummation of the transactions contemplated by this
         Agreement and the fulfillment of the terms hereof do not conflict with,
         result in the breach of any of the terms and provisions of, nor
         constitute (with or without notice or lapse of time) a default under,
         the certificate of incorporation or bylaws of the Depositor, or any
         indenture, agreement or other instrument to which the Depositor is a
         party or by which it is bound; nor result in the creation or imposition
         of any Lien upon any of the properties of the Depositor pursuant to the
         terms of any such indenture, agreement or other instrument (other than
         pursuant to the Basic Documents); nor violate any law or any order,
         rule or regulation applicable to the Depositor of any court or of any
         federal or state regulatory body, administrative agency or other
         governmental instrumentality having jurisdiction over the Depositor or
         its properties.

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




                                      -7-
<PAGE>
         Section 2.10 Federal Income Tax Allocations.

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

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


                                   ARTICLE III

                  RESIDUAL INTEREST INSTRUMENTS AND TRANSFER OF
                                    INTERESTS

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

         Section 3.02 The Residual Interest Instruments and the Notes.

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

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



                                       -8-

<PAGE>
         Section 3.03 Execution, Authentication and Delivery of Residual
Interest Instruments and Notes. The Owner Trustee shall cause to be executed,
authenticated and delivered upon the order of the Depositor, in exchange for the
Contracts and the other assets of the Trust, simultaneously with the sale,
assignment and transfer to the Trust of the Contracts, and such other assets,
(a) the Residual Interest Instruments representing 100% of the Percentage
Interests of the Residual Interest, evidencing the entire ownership of the
Trust, and (b) Notes executed by the Trust in aggregate principal amount of, in
the case of the (i) Class A-1 Notes, $77,000,000, (ii) Class A-2 Notes,
$79,000,000, (iii) Class A-3 Notes, $128,000,000, and (iv) Class A-4 Notes,
$91,000,000. The Trust Agent is hereby authorized to direct, on behalf of the
Trust, the Indenture Trustee to authenticate and deliver the Notes upon the
order of the Depositor. No Residual Interest Instrument shall entitle its Owner
to any benefit under this Agreement, or be valid for any purpose, unless there
appears on such Residual Interest Instrument a certificate of authentication
substantially in the form set forth in the form of Residual Interest Instrument
attached hereto as Exhibit B, executed by the Trust Agent or another
authenticating agent of the Owner Trustee, by manual or facsimile signature, and
such certificate upon any Residual Interest Instrument shall be conclusive
evidence, and the only evidence, that such Residual Interest Instrument has been
duly authenticated and delivered hereunder. Upon issuance, authorization and
delivery pursuant to the terms hereof, the Residual Interest Instruments will be
entitled to the benefits of this Agreement.

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

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

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

         (c) At the option of an Owner of a Residual Interest Instrument,
Residual Interest Instruments may be exchanged for other Residual Interest
Instruments in authorized denominations of a like Percentage Interest, upon
surrender of the Residual Interest Instruments to be exchanged at the office of
the Certificate Registrar. Whenever any Residual Interest Instruments are so
surrendered for exchange, the Owner Trustee on behalf of the Trust shall
execute, authenticate and deliver (or shall cause the Trust Agent, as its
authenticating agent, to authenticate and deliver) the Residual Interest
Instruments that the Owner making the exchange is entitled to receive. Every



                                       -9-
<PAGE>
Residual Interest Instrument presented or surrendered for registration of
transfer or exchange shall be accompanied by a written instrument of transfer in
form satisfactory to the Trust Agent and the Certificate Registrar duly executed
by the Owner thereof or his attorney duly authorized in writing. In addition,
each Residual Interest Instrument presented or surrendered for registration of
transfer and exchange must be accompanied by a letter from the prospective Owner
certifying as to the representations set forth in Section 3.11(a) and (b).

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

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

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

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

         Section 3.07 Access to List of Owners' Names and Addresses. The Trust
Agent shall furnish or cause to be furnished to the Servicer, the Insurer and
the Depositor, within 15 days after receipt by the Trust Agent of a written
request therefor from the Servicer, the Insurer or the



                                      -10-
<PAGE>
Depositor, a list, in such form as the Servicer, the Insurer or the Depositor
may reasonably require, of the names and addresses of the Owners as of the most
recent Record Date. Each Owner, by receiving and holding a Residual Interest
Instrument, agrees with the Servicer, the Depositor, the Owner Trustee and the
Trust Agent that none of the Servicer, the Depositor, the Owner Trustee or the
Trust Agent shall be held accountable by reason of the disclosure of any such
information as to its name and address hereunder, regardless of the source from
which such information was derived.

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

         Section 3.09 Temporary Residual Interest Instruments. Pending the
preparation of definitive Residual Interest Instruments, the Owner Trustee, on
behalf of the Trust, may execute, authenticate and deliver, temporary Residual
Interest Instruments that are printed, lithographed, typewritten, mimeographed
or otherwise produced, in any authorized denomination, substantially of the
tenor of the definitive Residual Interest Instruments in lieu of which they are
issued. If temporary Residual Interest Instruments are issued, the Depositor
will cause definitive Residual Interest Instruments to be prepared without
unreasonable delay. After the preparation of definitive Residual Interest
Instruments, the temporary Residual Interest Instruments shall be exchangeable
for definitive Residual Interest Instruments upon surrender of the temporary
Residual Interest Instruments at the office or agency to be maintained as
provided in Section 3.08, without charge to the Owner. Upon surrender for
cancellation of any one or more temporary Residual Interest Instruments, the
Owner Trustee shall execute, authenticate and deliver (or shall cause the Trust
Agent, as its authenticating agent, to authenticate and deliver) in exchange
therefor a like principal amount of definitive Residual Interest Instruments in
authorized denominations. Until so exchanged, the temporary Residual Interest
Instruments shall in all respects be entitled to the same benefits hereunder as
definitive Residual Interest Instruments.

         Section 3.10 Appointment of Paying Agent. The Owner Trustee, on behalf
of the Trust, hereby appoints the Trust Agent as Paying Agent under this
Agreement. The Paying Agent shall make distributions to Owners pursuant to
Section 5.01 hereof and shall report the amounts of such distributions to the
Owner Trustee. The Paying Agent shall have the revocable power to withdraw funds
from the Payment Account for the purpose of making the distributions referred to
above. The Owner Trustee on behalf of the Trust may revoke such power and remove
the Paying Agent if the Owner Trustee is directed in writing to do so by the
Administrator. Each Paying Agent shall be permitted to resign as Paying Agent
upon 30 days' written notice to the Trust. In the event that the Trust Agent
shall no longer be the Paying Agent, the Administrator shall appoint a successor
to act as Paying Agent (which shall be a bank or trust company acceptable to the
Insurer). The Administrator shall cause such successor Paying Agent or any
additional Paying Agent appointed by the Administrator to execute and deliver to
the Trust an instrument in which such successor Paying Agent or additional
Paying Agent shall agree with the Trust that, as Paying Agent, such



                                      -11-
<PAGE>
successor Paying Agent or additional Paying Agent will hold all sums, if any,
held by it for payment to the Owners in trust for the benefit of the Owners
entitled thereto until such sums shall be paid to the Owners. The Paying Agent
shall return all unclaimed funds to the Trust and upon removal of a Paying Agent
such Paying Agent shall also return all funds in its possession to the Trust.
The provisions of Sections 7.01, 7.03, 7.04 and 8.01 shall apply to the Trust
Agent also in its role as Paying Agent, for so long as the Trust Agent shall act
as Paying Agent and, to the extent applicable, to any other paying agent
appointed hereunder. Any reference in this Agreement to the Paying Agent shall
include any co-paying agent unless the context requires otherwise.
Notwithstanding anything herein to the contrary, the Trust Agent and the Paying
Agent shall be the same entity as the Indenture Trustee under the Indenture and
the Sale and Servicing Agreement, unless an Insurer Default has occurred and is
continuing. In such event, the Trust Agent and the Paying Agent shall resign and
the Owner Trustee shall assume the duties and obligations of the Trust Agent and
the Paying Agent hereunder and under the Sale and Servicing Agreement.

         Section 3.11 Restrictions on Transfer of Residual Interest Instruments.

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

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

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

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

               "THE RESIDUAL INTEREST IN THE TRUST REPRESENTED BY THIS RESIDUAL
               INTEREST INSTRUMENT HAS NOT BEEN AND WILL NOT BE REGISTERED UNDER
               THE SECURITIES ACT OF 1933, AS AMENDED (THE "ACT"), OR ANY STATE
               SECURITIES LAWS. THIS



                                      -12-
<PAGE>

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

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

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

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



                                      -13-
<PAGE>

accepting and holding a Residual Interest Instrument, the Owner shall be deemed
to have represented and warranted that it is not a Benefit Plan.


                                   ARTICLE IV

                            ACTIONS BY OWNER TRUSTEE

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

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

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

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

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

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

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

        Section 4.02 Action by Owners with Respect to Certain Matters. Subject
to the provisions and limitations of Section 4.04 and Section 4.06, neither the
Owner Trustee nor the Trust Agent shall have the power, except upon the
direction of the Owners and with the prior written consent of the Insurer (so
long as no Insurer Default shall have occurred and be continuing), to (a) remove
the Administrator pursuant to Section 8 of the Administration Agreement, (b)
appoint a successor



                                      -14-
<PAGE>
Administrator pursuant to Section 8 of the Administration Agreement, (c) remove
the Servicer pursuant to Section 7.01 of the Sale and Servicing Agreement, (d)
except as expressly provided in the Basic Documents, sell the Contracts after
the termination of the Indenture, (e) initiate any claim, suit or proceeding by
the Trust or compromise any claim, suit or proceeding brought by or against the
Trust, (f) authorize the merger or consolidation of the Trust with or into any
other business trust or entity (other than in accordance with Section 3.10 of
the Indenture) or (g) amend the Certificate of Trust. The Owner Trustee and the
Trust Agent may only take the actions referred to in the preceding sentence upon
written instructions signed by the Owners and, to the extent required by the
preceding sentence, with the prior written consent of the Insurer.

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

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

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


        Section 4.06 Certain Litigation Matters.

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

        (b) The Trust Agent, the Indenture Trustee and Owner Trustee shall, upon
written notice from the Insurer, allow the Insurer to institute, assume or
control the defense of any action, proceeding or investigation that could
adversely affect the Trust or the Trust Estate or the rights or obligations of
the Insurer under any of the Basic Documents or any other document delivered
with respect thereto.



                                      -15-
<PAGE>

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

                                 ARTICLE V

                APPLICATION OF TRUST FUNDS; CERTAIN DUTIES

        Section 5.01 Application of Trust Funds.

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

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

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

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

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



                                      -16-
<PAGE>
conditions as may be prescribed by law, and the Trust Agent shall not be liable
for any interest thereon.

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

        Section 5.05 Signature on Returns; Tax Matters Partner.

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

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


                                   ARTICLE VI

              AUTHORITY AND DUTIES OF OWNER TRUSTEE AND TRUST AGENT

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



                                      -17-
<PAGE>

authorized from time to time to take such action as the Administrator recommends
with respect to the Basic Documents.

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

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

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

        Section 6.03 Action Upon Instruction.

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

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

        (c) Whenever the Owner Trustee or the Trust Agent is unable to decide
between alternative courses of action permitted or required by the terms of this
Agreement or under any other Basic Document, the Owner Trustee or the Trust
Agent, as applicable, shall promptly give notice (in such form as shall be
appropriate under the circumstances) to the Owners and the Insurer requesting
instruction as to the course of action to be adopted, and to the extent the
Owner Trustee or the Trust Agent, as applicable, acts in good faith in
accordance with any written instruction from the Owners received, the Owner
Trustee or the Trust Agent, as applicable, shall not be liable on account of
such action to any Person. If the Owner Trustee or the Trust Agent shall not
have received appropriate instruction within ten days of such notice (or within
such shorter period of time as reasonably may



                                      -18-
<PAGE>

be specified in such notice or may be necessary under the circumstances) it may,
but shall be under no duty to, take or refrain from taking such action not
inconsistent with this Agreement and the other Basic Documents, as it shall deem
to be in the best interests of the Owners, and shall have no liability to any
Person for such action or inaction.

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

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

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



                                      -19-
<PAGE>
the other Basic Documents and (iii) any document or instruction delivered to the
Owner Trustee or the Trust Agent, as applicable, pursuant to Section 6.03.

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


                                   ARTICLE VII

                CONCERNING THE OWNER TRUSTEE AND THE TRUST AGENT

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

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

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

        (c) no provision of this Agreement or any other Basic Document shall
require the Owner Trustee or the Trust Agent to expend or risk funds or
otherwise incur any financial liability in the performance of any of its rights
or powers hereunder or under any other Basic Document if the



                                      -20-
<PAGE>

Owner Trustee or the Trust Agent shall have reasonable grounds for believing
that repayment of such funds or adequate indemnity against such risk or
liability is not reasonably assured or provided to it;

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

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

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

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

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

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



                                      -21-
<PAGE>
        (j) [RESERVED].

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

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

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

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

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

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

        Section 7.03 Representations and Warranties.

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



                                      -22-
<PAGE>

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

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

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

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

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

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

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

        Section 7.04 Reliance; Advice of Counsel.

        (a) Neither the Owner Trustee nor the Trust Agent shall incur liability
to anyone in acting upon any signature, instrument, notice, resolution, request,
consent, order, certificate, report, opinion, bond or other document or paper
believed by it to be genuine and believed by it to be signed by the proper party
or parties. The Owner Trustee and the Trust Agent may accept a certified copy of
a resolution of the board of directors or other governing body of any corporate
party as conclusive evidence that such resolution has been duly adopted by such
body and that the same is in full force



                                      -23-
<PAGE>

and effect. As to any fact or matter the method of determination of which is not
specifically prescribed herein, the Owner Trustee and the Trust Agent may for
all purposes hereof rely on a certificate, signed by the president or any vice
president or by the treasurer or other authorized officers of the relevant
party, as to such fact or matter and such certificate shall constitute full
protection to the Owner Trustee or the Trust Agent, as applicable, for any
action taken or omitted to be taken by it in good faith in reliance thereon.

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

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

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



                                      -24-
<PAGE>

representation made under any Basic Document or in any related document or the
accuracy of any such warranty or representation; or any action of the
Administrator, the Indenture Trustee or the Servicer or any subservicer taken in
the name of the Owner Trustee or the Trust Agent.

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


                                  ARTICLE VIII

                    COMPENSATION AND INDEMNIFICATION OF OWNER
                             TRUSTEE AND TRUST AGENT

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

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

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


                                   ARTICLE IX

                         TERMINATION OF TRUST AGREEMENT

        Section 9.01 Termination of Trust Agreement.

        (a) This Agreement (other than Article Eight) and the Trust shall
terminate and be of no further force or effect upon the earlier of (i) final
distribution of all monies or other property or proceeds of the Trust Estate in
accordance with the terms of the Indenture, the Sale and Servicing



                                      -25-
<PAGE>

Agreement and Article Five and (ii) the expiration of 21 years from the death of
the survivor of the descendants of Joseph P. Kennedy, the late Ambassador of the
United States to the Court of St. James's, living on the date hereof. The
bankruptcy, liquidation, dissolution, death or incapacity of any Owner shall not
(i) operate to terminate this Agreement or the Trust, (ii) entitle such Owner's
legal representatives or heirs to claim an accounting or to take any action or
proceeding in any court for a partition or winding up of all or any part of the
Trust or Trust Estate or (iii) otherwise affect the rights, obligations and
liabilities of the parties hereto.

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

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

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

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



                                      -26-
<PAGE>
                                    ARTICLE X

                   SUCCESSOR OWNER TRUSTEES, ADDITIONAL OWNER
                             TRUSTEE AND TRUST AGENT

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

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

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

        Any resignation or removal of the Owner Trustee and appointment of a
successor Owner Trustee pursuant to any of the provisions of this Section shall
not become effective until acceptance of appointment by the successor Owner
Trustee pursuant to Section 10.03 and payment of all fees



                                      -27-
<PAGE>
and expenses owed to the outgoing Owner Trustee. The Administrator shall provide
notice of such resignation or removal of the Owner Trustee to each Rating
Agency.

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

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

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

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

        Section 10.05 Appointment of Co-Trustee or Separate Trustee.
Notwithstanding any other provisions of this Agreement, at any time, for the
purpose of meeting any legal requirements of any jurisdiction in which any part
of the Trust Estate or any Financed Vehicle may at the time be located, the
Administrator and the Owner Trustee acting jointly shall have the power and
shall execute and deliver all instruments to appoint one or more Persons
approved by the Administrator, the Insurer and Owner Trustee to act as
co-trustee, jointly with the Owner Trustee, or as separate trustee or separate
trustees, of all or any part of the Trust Estate, and to vest in such Person, in
such capacity, such title to the Trust or any part thereof and, subject to the
other provisions of this Section, such powers, duties, obligations, rights and
trusts as the Administrator and the Owner Trustee may



                                      -28-
<PAGE>
consider necessary or desirable. If the Administrator shall not have joined in
such appointment within 15 days after the receipt by it of a request to do so,
the Owner Trustee and the Insurer shall have the power to make such appointment.
No co-trustee or separate trustee under this Agreement shall be required to meet
the terms of eligibility as a successor Owner Trustee, provided that such
co-trustee or successor trustee must be acceptable to the Rating Agencies and no
notice of the appointment of any co-trustee or separate trustee shall be
required pursuant to Section 10.03.

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

        (a) all rights, powers, duties and obligations conferred or imposed upon
the Owner Trustee shall be conferred upon and exercised or performed by the
Owner Trustee and such separate trustee or co-trustee jointly (it being
understood that such separate trustee or co-trustee is not authorized to act
separately without the Owner Trustee joining in such act), except to the extent
that under any law of any jurisdiction in which any particular act or acts are
to be performed, the Owner Trustee shall be incompetent or unqualified to
perform such act or acts, in which event such rights, powers, duties and
obligations (including the holding of title to the Trust Estate or any portion
thereof in any such jurisdiction) shall be exercised and performed singly by
such separate trustee or co-trustee, but solely at the direction of the Owner
Trustee;

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

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

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

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

        The Owner Trustee on behalf of the Trust hereby appoints JPMorgan Chase
Bank as Trust Agent for the purpose of making the distributions from the Payment
Account to the persons entitled



                                      -29-
<PAGE>
thereto pursuant to Section 4.03 of the Sale and Servicing Agreement and for
purposes of performing the other duties specified to be performed by the Trust
Agent under this Agreement and the other Basic Documents. The Owner Trustee and
the Trust Agent each agree that upon the occurrence and continuation of an
Insurer Default, the Trust Agent shall resign and the Owner Trustee shall assume
all rights, duties and obligations of the Trust Agent under the Sale and
Servicing Agreement and this Agreement, including without limitation, the
obligations of the Trust Agent pursuant to Sections 3.02, 3.03, 3.04, 3.05,
3.07, 3.08, 3.09, 3.10 and 5.01 hereof. The Trust Agent, in its capacity as
Trust Agent, shall not have any rights, duties or obligations except as
expressly provided in this Agreement and the Sale and Servicing Agreement.


                                   ARTICLE XI

                                  MISCELLANEOUS

        Section 11.01 Supplements and Amendments.

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

        (b) Subject to Section 11.14, this Agreement may also be amended from
time to time with the prior written consent of the Insurer by the Depositor, the
Owner Trustee and the Trust Agent, with the consent of Noteholders representing
not less than 51% of the Outstanding Amount acting together as a single class
(which consent of any Holder of a Note given pursuant to this Section or
pursuant to any other provision of this Agreement shall be conclusive and
binding on such Holder and on all future Holders of such Note issued upon the
transfer thereof or in exchange thereof or in lieu thereof whether or not
notation of such consent is made thereon) and, if such amendment materially and
adversely affects the interests of the Owners, with the consent of Owners
evidencing not less than 51% of the Percentage Interests, for the purpose of
adding any provisions to or changing in any manner or eliminating any of the
provisions of this Agreement, or of modifying in any manner the rights of the
Noteholders or the Owners; provided, however, that no such amendment may (i)
increase or reduce in any manner the amount of, or accelerate or delay the
timing of, collections of payments on Contracts or distributions that shall be
required to be made for the benefit of the Noteholders or Owners or (ii) reduce
the aforesaid percentage of the Outstanding Amount of the



                                      -30-
<PAGE>
Notes or Percentage Interest of the Owners required to consent to any such
amendment, without the consent of the Owners of all outstanding Notes and
Residual Interest Instruments.

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

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

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

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

        Section 11.02 [RESERVED].

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

        Section 11.04 Notices. All demands, notices and communications under
this Agreement shall be in writing personally delivered or mailed by certified
mail, return receipt requested, and shall be deemed to have been duly given upon
receipt in the case of (a) the Owner Trustee, at the Owner Trustee Corporate
Trust Office; (b) the Depositor, at Onyx Acceptance Financial Corporation, 27051
Towne Centre Drive, Suite 200, Foothill Ranch, California 92610; (c) the
Insurer, at MBIA Insurance Corporation, 113 King Street, Armonk, New York 10504;
(d) the Trust Agent, at JPMorgan Chase Bank, 450 West 33rd Street, 14th Floor,
New York, New York, 10001, Attention:



                                      -31-
<PAGE>
Institutional Trust Services; (e) the Servicer or the Administrator, at Onyx
Acceptance Corporation, 27051 Towne Centre Drive, Suite 100, Foothill Ranch,
California 92610 or (f) as to each party, at such other address as shall be
designated by such party in a written notice to each other party. Any notice
required or permitted to be mailed to an Owner shall be given by first-class
mail, postage prepaid, at the address of such Owner as shown in the Certificate
Register. Any notice so mailed within the time prescribed in this Agreement
shall be conclusively presumed to have been duly given, whether or not the Owner
receives such notice.

        Section 11.05 Severability of Provisions. If any one or more of the
covenants, agreements, provisions or terms of this Agreement shall be for any
reason whatsoever held invalid, then such covenants, agreements, provisions or
terms shall be deemed severable from the remaining covenants, agreements,
provisions or terms of this Agreement and shall in no way affect the validity or
enforceability of the other provisions of this Agreement or of the Residual
Interest Instruments or the rights of the Owners thereof.

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

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

        Section 11.08 No Petition.

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

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

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



                                      -32-
<PAGE>
be expressly set forth or contemplated in this Agreement, the Residual Interest
Instruments or the other Basic Documents.

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

        Section 11.11 Headings. The headings of the various Articles and
Sections herein are for convenience of reference only and shall not define or
limit any of the terms or provisions hereof.

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

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

        Section 11.14 Certain Matters Regarding the Insurer. So long as an
Insurer Default shall not have occurred and be continuing, the Insurer shall
have the right to exercise all rights, including voting rights, which the
Noteholders or Owners are entitled to exercise pursuant to this Agreement,
without any consent of such Noteholders or Owners; provided, however, that
without the consent of each Noteholder or Owner affected thereby, the Insurer
shall not exercise such rights to amend this Agreement in any manner that would
(i) reduce the amount of, or delay the timing of, collections of payments on the
Contracts or distributions which are required to be made on any Note or Residual
Interest Instrument, (ii) adversely affect in any material respect the interests
of the Owners of any Notes or Residual Interest Instruments, or (iii) alter the
rights of any such Owner to consent to such amendment.

        Notwithstanding any provision in this Agreement (except Section 4.06) to
the contrary, in the event an Insurer Default shall have occurred and be
continuing, the Insurer shall not have the right to take any action under this
Agreement or to control or direct the actions of the Trust, the Depositor, the
Owner Trustee or the Trust Agent pursuant to the terms of this Agreement, nor
shall the consent of the Insurer be required with respect to any action (or
waiver of a right to take action) to be taken by the Trust, the Depositor, the
Owner Trustee, the Trust Agent or the Owners of the Notes or the Residual
Interest Instruments; provided, that the consent of the Insurer shall be
required at all times with respect to any amendment of this Agreement; and
provided further, that notwithstanding the foregoing, each of the provisions in
Section 4.06(a) of this Agreement shall continue to be effective notwithstanding
that an Insurer Default may have occurred and be continuing.



                                      -33-
<PAGE>
        Section 11.15 Fiduciary Duties. The duties and responsibilities of the
Owner Trustee and the Trust Agent shall be limited to those expressly provided
for in this Agreement. The parties hereto agree that except for the purpose of
the foregoing sentence, neither the Owner Trustee nor the Trust Agent shall have
management responsibilities or owe any fiduciary duties to the Insurer.



                                      -34-
<PAGE>

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

                                       ONYX ACCEPTANCE FINANCIAL
                                         CORPORATION, as Depositor


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


                                       BANKERS TRUST (DELAWARE),
                                       as Owner Trustee


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


                                       JPMORGAN CHASE BANK,
                                       as Trust Agent


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



Trust Agreement - Signature Page

<PAGE>
                                                                       EXHIBIT A

                                     FORM OF
                             CERTIFICATE OF TRUST OF
                       ONYX ACCEPTANCE OWNER TRUST 2002-A


         This Certificate of Trust of Onyx Acceptance Owner Trust 2002-A (the
"TRUST") is being duly executed and filed by the undersigned, as trustees, to
form a business trust under the Delaware Business Trust Act (12 Del. Code,
Section 3801 et seq. (the "ACT")).

        1. Name. The name of the business trust formed hereby is Onyx Acceptance
Owner Trust 2002-A.

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

        3. Effective Date. This Certificate of Trust shall be effective January
__, 2002.

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

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


                                       By:
                                          --------------------------------------
                                          Name:
                                               ---------------------------------
                                          Title:
                                                --------------------------------
<PAGE>
                                                                       EXHIBIT B

                      FORM OF RESIDUAL INTEREST INSTRUMENT