<PAGE>   1
                                                                     EXHIBIT 1.1

                              FORM OF UNDERWRITING
                                   AGREEEMENT


                      Onyx Acceptance Grantor Trust 1996-4
                    ____% Auto Loan Pass-Through Certificates

                      Onyx Acceptance Financial Corporation
                                    as Seller

                           Onyx Acceptance Corporation
                                   as Servicer

                             UNDERWRITING AGREEMENT

                                           December ___, 1996

Merrill Lynch, Pierce, Fenner & Smith
                    Incorporated
World Financial Center
North Tower, 15th Floor
New York, New York  l0281-1315

Ladies and Gentlemen:

                  1. Introductory. Onyx Acceptance Financial Corporation (the
"Company") proposes to cause Onyx Acceptance Grantor Trust 1996-4 (the "Trust")
to sell to Merrill Lynch, Pierce, Fenner & Smith Incorporated (the
"Underwriter") ____% Auto Loan Pass-Through Certificates, Series 1996-4 (the
"Certificates"). The Certificates will be issued pursuant to a Pooling and
Servicing Agreement between the Company, as Seller, Onyx Acceptance Corporation
as Servicer (the "Servicer" or "Onyx"), Bankers Trust Company as Trustee (the
"Trustee"), dated as of December 1, 1996 (the "Pooling and Servicing
Agreement"). Pursuant to an insurance and reimbursement agreement (the
"Insurance Agreement") among the Company, Onyx Acceptance Corporation, the
Trustee and Capital Markets Assurance Corporation ("the Insurer"), the Insurer
has issued its surety bond (the "Surety Bond") to the Trustee for the benefit of
the Certificateholders guaranteeing timely payment of interest and principal on
the Certificates. In addition, Onyx will enter into a yield supplement agreement
dated as of December 1, 1996 with the Company (the "Yield Supplement Agreement")
which will assign it to the Trust. The assets of the Trust will include, among
other things, (i) a pool (the

 
<PAGE>   2
"Contract Pool") of fixed rate Rule of 78's and Simple Interest Method motor
vehicle retail installment sales contracts (the "Contracts") secured by new and
used automobiles and light-duty trucks (the "Initial Financed Vehicles"),
certain monies due or to become due thereunder on or after the Cutoff Date (as
hereinafter defined), such Contracts to be sold to the Trust by the Seller and
serviced by the Servicer, (ii) the Surety Bond, (iii) security interests in the
Financed Vehicles and the rights to receive proceeds from claims on certain
insurance policies covering the Financed Vehicles or the individual obligors
under each related Contract and the right to proceeds under a blanket insurance
policy, (iv) amounts on deposit in a trust account established for the benefit
of the Certificateholders (the "Pre-Funding Account"), (v) all amounts on
deposit in the Collection Account, (vi) the right of the Company to cause Onyx
to repurchase certain Contracts under certain circumstances and (vii) all
proceeds of the foregoing. The Certificates will be issued in an aggregate
principal amount of $___________ which is equal to the sum of the Original Pool
Balance of the Contracts and the amount on deposit in the Pre-Funding Account as
of the opening of business on December 1, 1996 (the "Cutoff Date"). From time to
time during the Funding Period pursuant to the Purchase Agreement, Only will be
obligated to sell, and the Seller will be obligated to purchase, additional Rule
of 78's and Simple Interest Method retail motor vehicle retail installment sales
contracts (the "Subsequent Contracts" and together with the Initial Contracts
the "Contracts") secured by new and used automobiles and light duty trucks (the
"Subsequent Financed Vehicles" and together with the Initial Financed Vehicles
the "Financed Vehicles"), which Subsequent Contracts will be described in a
transfer certificate delivered by the Company on each Subsequent Transfer Date
(the "Transfer Certificate"). The Subsequent Contracts will be sold from the
Seller to the Trust on the same Business Day such Subsequent Contracts are sold
by Onyx to the Seller (each such date a "Subsequent Transfer Date"). The maximum
aggregate principal amount of Subsequent Contracts to be sold during the Funding
Period by Onyx to the Seller and by the Seller to the Trust is $___________.
Capitalized terms used herein and not otherwise herein defined shall have the
meanings assigned to such terms in the Pooling and Servicing Agreement.

                  The Company hereby agrees with the Underwriter, as follows:

 

                                        2
<PAGE>   3
                  2.  Representations and Warranties of the Company.
The Company represents and warrants to, and agrees with the
Underwriter that:

                                    (i)  A registration statement on Form
         S-1 (No. 333-_____), including a prospectus and such amendments thereto
         as may have been required on the date hereof, relating to the
         Certificates, has been filed with the Securities and Exchange
         Commission (the "Commission"). The conditions to the use of a
         registration statement on Form S-1 under the Securities Act of 1933, as
         amended (the "Act"), as set forth in the General Instructions to Form
         S-1, have been, or will prior to the effective date of the Registration
         Statement be, satisfied in all material respects with respect to the
         Company and the Registration Statement.

                                    (ii)  The Company will next file with
         the Commission either, (A) prior to the effectiveness of such
         registration statement, a further amendment thereto (including the form
         of final prospectus) or (B) after effectiveness of such registration
         statement, a final prospectus in accordance with Rules 430A and 424(b)
         (each, as hereinafter defined). In the case of clause (B), the Company
         has included in such registration statement, as amended at the
         Effective Date (as hereinafter defined), all information (other than
         Rule 430A Information (as hereinafter defined)) required by the Act and
         the rules and regulations thereunder (the "Rules and Regulations") to
         be included in the prospectus with respect to the Certificates and the
         offering thereof. As filed, such amendment and form of final
         prospectus, or such final prospectus, shall include all Rule 430A
         Information and, except to the extent the Underwriter shall agree in
         writing to a modification, shall be in all substantive respects in the
         form furnished to the Underwriter prior to the Execution Time (as
         hereinafter defined) or, to the extent not completed at the Execution
         Time, shall contain only such specific additional information and other
         changes (beyond that contained in the latest Preliminary Prospectus (as
         hereinafter defined) which has previously been furnished to the
         Underwriter) as the Company has advised the Under-

 

                                        3
<PAGE>   4
         writer, prior to the Execution Time, will be included or made therein.

                           The terms which follow, when used in this Agreement,
         shall have the meanings indicated. The term "Effective Date" shall mean
         each date that the Registration Statement and any post-effective
         amendment or amendments thereto became or become effective under the
         Act. "Execution Time" shall mean the date and time that this Agreement
         is executed and delivered by the parties hereto. "Preliminary
         Prospectus" shall mean any preliminary prospectus referred to in the
         preceding paragraph and any preliminary prospectus included in the
         Registration Statement which, as of the Effective Date, omits Rule 430A
         Information. "Prospectus" shall mean the prospectus relating to the
         Certificates that is first filed with the Commission pursuant to Rule
         424(b) and any prospectus subsequently filed pursuant to Rule 424 or,
         if no filing pursuant to Rule 424(b) is required, shall mean the form
         of final prospectus included in the Registration Statement at the
         Effective Date. "Registration Statement" shall mean the registration
         statement referred to in the preceding paragraph and any registration
         statement required to be filed under the Act or the Rules and
         Regulations, including incorporated documents, exhibits and financial
         statements, in the form in which it has, or shall, become effective
         and, in the event that any post effective amendment thereto becomes
         effective prior to the Closing Date (as hereinafter defined), shall
         also mean such registration statement as so amended. Such term shall
         include Rule 430A Information deemed to be included therein at the
         Effective Date as provided by Rule 430A. "Rule 424" and "Rule 430A"
         refer to such rules and regulations under the Act. "Rule 430A
         Information" means information with respect to the Certificates and the
         offering thereof permitted to be omitted from the Registration
         Statement when it becomes effective pursuant to Rule 430A.

                                    (iii)  On the Effective Date, the
         Registration Statement did, or will, comply in all material respects
         with the applicable requirements of the Act and the Rules and
         Regulations; on the Effective Date and when the Prospectus is first
         filed

 

                                        4
<PAGE>   5
         (if required) in accordance with Rule 424(b) and on the Closing Date,
         the Prospectus (and any supplements thereto) will comply in all
         material respects with the applicable requirements of the Act and the
         Rules and Regulations; on the Effective Date, the Registration
         Statement did not, or will not, contain any untrue statement of a
         material fact or omit to state any material fact required to be stated
         therein or necessary in order to make the statements therein not
         misleading; and, on the Effective Date, the Prospectus, if not filed
         pursuant to Rule 424(b), did not, or will not, and on the date of any
         filing pursuant to Rule 424(b) and on the Closing Date, the Prospectus
         (together with any supplement thereto) will not, include any untrue
         statement of a material fact or omit to state a material fact necessary
         in order to make the statements therein, in the light of the
         circumstances under which they were made, not misleading; provided,
         however, that the Company makes no representations or warranties as to
         the information contained in, or omitted from, the Registration
         Statement or the Prospectus (or any supplements thereto) in reliance
         upon, and in conformity with, information furnished in writing to the
         Company on the Underwriter's behalf specifically for use in connection
         with the preparation of the Registration Statement or the Prospectus
         (or any supplements thereto).

                                    (iv)  The Company has been duly in-
         corporated and is validly existing as a corporation in good standing
         under the laws of its jurisdiction of incorporation, with full power
         and authority (corporate and other) to own its properties and conduct
         its businesses as described in the Prospectus, and is duly qualified to
         transact business as a foreign corporation in good standing under the
         laws of each jurisdiction where the ownership or leasing of its
         properties or the conduct of its business requires such qualification.

                                    (v)  As of the Closing Date in the
         case of the Initial Contracts, and as of each Subsequent Transfer Date
         in the case of the related Subsequent Contracts the representations and
         warranties of the Company, as Seller, in the Pooling and Servicing
         Agreement will be true and correct, and each

 

                                        5
<PAGE>   6
         Contract will satisfy the conditions set forth in Sections 2.2(b) and
         2.2(d), respectively, thereof.

                                    (vi) No consent, approval, authorization or
         order of, or filing with, any court or governmental agency or body is
         required to be obtained or made by the Company for the consummation of
         the transactions contemplated by this Agreement, except such as have
         been obtained and made under the Act, such as may be required under
         state securities laws and the filing of any financing statements
         required to perfect the Trust's interest in the Contracts.

                                    (vii) The Company is not in violation of its
         Certificate of Incorporation or By-Laws or in default in the
         performance or observance of any obligation, agreement, covenant or
         condition contained in any agreement or instrument to which it is a
         party or by which it or its properties are bound which would have a
         material adverse effect on the transactions contemplated herein or in
         the Pooling and Servicing Agreement, the Purchase Agreement, the
         Insurance Agreement or the Yield Supplement Agreement. The execution,
         delivery and performance of this Agreement, the Pooling and Servicing
         Agreement, the Purchase Agreement, the Insurance Agreement or the Yield
         Supplement Agreement and the issuance and sale of the Certificates and
         compliance with the terms and provisions thereof will not result in a
         breach or violation of any of the terms and provisions of, or
         constitute a default under, any statute, rule, regulation or order of
         any governmental agency or body or any court having jurisdiction over
         the Company or any of its properties or any agreement or instrument to
         which the Company is a party or by which the Company is bound or to
         which any of the properties of the Company is subject, or By-Laws of
         the Company and the Company has full power and authority to authorize,
         cause the Trust to issue, and sell the Certificates as contemplated by
         this Agreement, to enter into this Agreement, the Pooling and Servicing
         Agreement, the Purchase Agreement, the Insurance Agreement and the
         Yield Supplement Agreement and to consummate the transactions
         contemplated herein and therein.

 

                                        6
<PAGE>   7
                                    (viii) This Agreement has been duly
         authorized, executed and delivered by the Company.

                  3. Purchase, Sale, Payment and Delivery of Certificates. On
the basis of the representations, warranties and agreements herein contained,
but subject to the terms and conditions herein set forth, the Company agrees to
sell to the Underwriter, and the Underwriter agrees to purchase from the Company
$___________ aggregate principal amount of the Certificates. The Certificates
are to be purchased at a purchase price of _________% of the aggregate principal
amount thereof plus accrued interest, if any, from December___, 1996.

                  The Company will deliver the Certificates to the Underwriter
against payment of the purchase price in immediately available funds drawn to
the order of the Company at the offices of Brobeck, Phleger & Harrison LLP in
Newport Beach, California 92660-1846 at 10:00 a.m., New York City time on
December __, 1996 or at such other time not later than seven full business days
thereafter as the Underwriter and the Company determine, such time being herein
referred to as the "Closing Date". The Certificates so to be delivered shall be
represented by definitive certificates registered in the name of Cede & Co., as
nominee for The Depository Trust Company and definitive certificate(s)
registered in the name(s) provided by the Underwriter, each in such numbers as
the Underwriter shall request. The Company shall make such definitive
certificates representing the Certificates available for inspection by the
Underwriter at the office at which the Certificates are to be delivered no later
than 10:00 a.m., New York City time, on the business day prior to the Closing
Date.

                  4. Offering by the Underwriter. (a) It is understood that,
after the Registration Statement becomes effective, the Underwriter proposes to
offer the Certificates for sale to the public (which may include selected
brokers and dealers) as set forth in the Prospectus.

                  (b) The Underwriter may prepare and provide to prospective
investors certain ABS Term Sheets, Structural Term Sheets and Collateral Term
Sheets in connection with its offering of the Certificates, subject to the
following conditions:

                           (i)  The Underwriter shall have complied with the
requirements of the no-action letter, dated February 17, 1995,

 

                                        7
<PAGE>   8
issued by the Commission to the Public Securities Association
(the "No-Action Letter").

                           (ii)     For purposes hereof, "ABS Term Sheets",
"Structured Term Sheets" and "Collateral Term Sheets" shall have the meanings
given such terms in the No-Action Letter but shall include only those ABS Term
Sheets, Structured Term Sheets or Collateral Term Sheets that have been prepared
or delivered to prospective investors by or at the direction of the Underwriter.

                           (iii)  All ABS Term Sheets provided to prospec-
tive investors that are required to be filed pursuant to the No-Action Letter
shall bear a legend substantially in the form attached hereto as Exhibit A. The
Company shall have the right to require specific legends or notations to appear
on any ABS Term Sheets, the right to require changes regarding the use of
terminology and the right to determine the types of information appearing
therein. Notwithstanding the foregoing, this subsection (iii) will be satisfied
if all ABS Term Sheets referred to herein bear a legend in a form previously
approved in writing by the Company.

                  (iv) The Underwriter shall have provided the Company with
representative forms of all ABS Term Sheets prior to their first use, to the
extent such forms have not previously been approved in writing by the Company
for use by the Underwriter. The Underwriter shall have provided to the Company,
for filing as a post-effective amendment to the Registration Statement as
provided in Section 5(i), copies (in such format as required by the Company) of
all ABS Term Sheets that are required to be filed with the Commission pursuant
to the No-Action Letter. The Underwriter may provide copies of the foregoing in
a consolidated or aggregated form including all information required to be
filed. All ABS Term Sheets described in this subsection (iv) shall have been
provided to the Company not later than 10:00 a.m. (New York City time) not less
than one business day before filing thereof is required to be made with the
Commission pursuant to the No-Action Letter. The Underwriter shall have not
provided to any investor or prospective investor in the Certificates any ABS
Term Sheets on or after the day on which ABS Term Sheets are required to be
provided to the Company pursuant to this subsection (iv) (other than copies of
ABS Term Sheets previously submitted to the Company in accordance with this
subsection (iv) for filing pursuant to Section 5(i)), unless such ABS Term
Sheets are preceded or accompanied by the delivery of a Prospectus to such
investor or prospective investor.

 

                                        8
<PAGE>   9
                  (v) All information included in the ABS Term Sheets shall have
been generated based on substantially the same methodology and assumptions that
are used to generate the information in the Prospectus as set forth therein;
provided that the ABS Term Sheets may have included information based on
alternative methodologies or assumptions if specified therein. If any ABS Term
Sheets that are required to be filed were based on assumptions with respect to
the Contract Pool that differ from the final Contract Pool information in any
material respect or on Certificate structuring terms that were revised in any
material respect prior to the printing of the Prospectus, the Underwriter shall
have prepared revised ABS Term Sheets based on the final Contract Pool
information and structuring assumptions, shall have circulated such revised ABS
Term Sheets to all recipients of the preliminary versions thereof that indicated
orally to the Underwriter they would purchase all or any portion of the
Certificates, and shall have included such revised ABS Term Sheets (marked, "as
revised") in the materials delivered to the Company pursuant to subsection (iv)
above.

                  (vi) The Company shall not be obligated to file any ABS Term
Sheets that have been determined to contain any material error or omission,
provided that, at the request of the Underwriter, the Company will file ABS Term
Sheets that contain a material error or omission if clearly marked "superseded
by materials dated _______" and accompanied by corrected ABS Term Sheets that
are marked, "supersedes material previously dated _______, as corrected." If,
within the period during which the Prospectus relating to the Certificates is
required to be delivered under the Act, any ABS Term Sheets are determined, in
the reasonable judgment of the Company or the Underwriter, to contain a material
error or omission, the Underwriter shall prepare a corrected version of such ABS
Term Sheets, shall circulate such corrected ABS Term Sheets to all recipients of
the prior versions thereof that either indicated orally to the Underwriter they
would purchase all or any portion of the Certificates, or actually purchased all
or any portion thereof, and shall deliver copies of such corrected ABS Term
Sheets (marked, "as corrected") to the Company for filing with the Commission in
a subsequent post-effective amendment to the Registration Statement (subject to
the Company's obtaining an accountant's comfort letter in respect of such
corrected ABS Term Sheets, which shall be at the expense of the Underwriter).

                  (vii) The Underwriter shall be deemed to have represented as
of the Closing Date, that, except for ABS Term Sheets provided to the Company
pursuant to subsection (iv)

 

                                        9
<PAGE>   10
above, the Underwriter did not provide any prospective investors with any
information in written or electronic form in connection with the offering of the
Certificates that is required to be filed with the Commission in accordance with
the No-Action Letter.

                  (viii) In the event of any delay in the delivery by the
Underwriter to the Company of all ABS Term Sheets required to be delivered in
accordance with subsection (iv) above, or in the delivery of the accountant's
comfort letter in respect thereof pursuant to Section 5(x), the Company shall
have the right to delay the release of the Prospectus to investors or to the
Underwriter, to delay the Closing Date and to take other appropriate actions in
each case as necessary in order to allow the Company to comply with its
agreement set forth in Section 5(x) to file the ABS Term Sheets by the time
specified therein.

                  5.  Certain Agreements of the Company.  The Company
agrees with the Underwriter that:

                                    (i)  The Company will use its best ef-
         forts to cause the Registration Statement, and any amendment thereto,
         if not effective at the Execution Time, to become effective. If the
         Registration Statement has become or becomes effective pursuant to Rule
         430A, or filing of the Prospectus is otherwise required under Rule
         424(b), the Company will file the prospectus, properly completed,
         pursuant to Rule 424(b) within the time period prescribed and will
         provide evidence satisfactory to the Underwriter of such timely filing.
         The Company will advise the Underwriter promptly of any proposal to
         amend or supplement the Registration Statement or the Prospectus, and
         will not effect any such amendment or supplementation to which the
         Underwriter shall reasonably object. The Company will also advise you
         promptly of the effectiveness of any amendment or supplementation of
         the Registration Statement or Prospectus, of any request by the
         Commission for any amendment or supplementation of the Registration
         Statement or the Prospectus or for any additional information, of the
         receipt by the Company of any notification with respect to the
         suspension of qualification of the Certificates for sale in any
         jurisdiction or the initiation or threatening of any proceeding for
         such purpose and of the institution by the Commission of any stop order
         proceeding in respect of the Registration

 

                                       10
<PAGE>   11
         Statement, and will use its best efforts to prevent the issuance of any
         such stop order and to obtain as soon as possible its lifting, if
         issued.

                                    (ii)  If, at any time when a prospectus
         relating to the Certificates is required to be delivered under the Act,
         any event occurs as a result of which the Prospectus as then amended or
         supplemented would include an untrue statement of a material fact or
         omit to state any material fact necessary to make the statements
         therein, in the light of the circumstances under which they were made,
         not misleading, or if it is necessary at any time to amend the
         Prospectus to comply with the Act, the Company promptly will prepare
         and file with the Commission (subject to the Underwriter's prior review
         pursuant to paragraph (i) of this Section 5) an amendment or supplement
         which will correct such statement or omission or an amendment or
         supplement which will effect such compliance.

                                    (iii)  As soon as practicable, the
         Company will cause the Trust to make generally available to the
         Certificateholders of the Trust an earning statement or statements of
         the Trust covering a period of at least 12 months beginning after the
         Effective Date of the Registration Statement which will satisfy the
         provisions of Section 11(a) of the Act and Rule 158 of the Commission
         promulgated thereunder.

                                    (iv)  The Company will furnish to the
         Underwriter copies of the Registration Statement, each related
         preliminary prospectus, the Prospectus and all amendments and
         supplements to such documents, in each case as soon as available and in
         such quantities as the Underwriter may reasonably request.

                                    (v)  The Company will cooperate with
         the Underwriter in arranging for the qualification of the Certificates
         for sale and the determination of their eligibility for investment
         under the laws of such jurisdictions as the Underwriter designates and
         will continue such qualifications in effect so long as required for the
         distribution of the Certificates; provided, however, that the Company
         shall not be obligated to qualify to do business in any jurisdiction in
         which it is not currently so qualified or to take any action which
         would subject it to general or

 

                                       11
<PAGE>   12
         unlimited service of process in any jurisdiction where
         it is not now so subject.

                                    (vi)  For a period from the date of
         this Agreement until the retirement of the Certificates, the Company
         will furnish to the Underwriter copies of each certificate and the
         annual statements of compliance delivered to the Trustee pursuant to
         Article III of the Pooling and Servicing Agreement and the annual
         independent public accountant's reports furnished to the Trustee
         pursuant to Article III of the Pooling and Servicing Agreement, as soon
         as practicable after such statements and reports are furnished to the
         Trustee.

                                    (vii) So long as any of the Certificates
         are outstanding, the Company will furnish to you as soon as
         practicable, (A) all documents distributed, or caused to be
         distributed, by the Servicer to the Certificateholders, (B) all
         documents filed, or caused to be filed, by the Company with the
         Commission pursuant to the Securities Act of 1934, as amended, any
         order of the Commission thereunder or pursuant to a "no-action" letter
         from the staff of the Commission and (C) from time to time, such other
         information in the possession of the Company concerning the Trust and
         any other information concerning the Company filed with any
         governmental or regulatory authority which is otherwise publicly
         available as you may reasonably request.

                                    (viii) On or before the Closing Date with
         respect to the Initial Contracts, and on or before each Subsequent
         Transfer Date with respect to the Subsequent Contracts to be
         transferred to the Trust on such date, the Company shall cause its
         computer records relating to the Contracts to be marked to show the
         Trust's absolute ownership of the Contracts and shall cause the
         Servicer to mark its computer records relating to the Contracts to show
         the sale to the Company of the Contracts and its subsequent transfer to
         the Trust, and from and after the Closing Date or such Subsequent
         Transfer Date, as the case may be the Company shall not and shall
         instruct the Servicer not to take any action inconsistent with the
         Trust's ownership of such Contracts, other than as permitted by the
         Pooling and Servicing Agreement.

 

                                       12
<PAGE>   13
                            (ix) To the extent, if any, that the rating provided
         with respect to the Certificates by Moody's Investors Service, Inc. and
         Standard & Poor's Corporation is conditional upon the furnishing of
         documents or the taking of any other action by the Company agreed upon
         on or prior to the Closing Date, the Company shall furnish such
         documents and take any such action.

                            (x) The Company shall provide the Underwriter with
         copies of all agreements, certificates, opinions and other documents
         executed or delivered in connection with any Subsequent Closing Date,
         and such other documents relating to any Subsequent Contracts as it may
         reasonably request from the Company.

                            (xi) The Company will file with the Commission a
         post-effective amendment setting forth all ABS Terms Sheet provided to
         the Company by the Underwriter and identified by it as such within the
         time period allotted for such filing pursuant to the No-Action Letter;
         provided, however, that prior to such filing of the ABS Term Sheets
         (other than any ABS Term Sheets that are not based on the Contract Pool
         information) by the Company, the Underwriter must comply with its
         obligations pursuant to Section 4 and the Company must receive a letter
         from Coopers & Lybrand, certified public accountants, satisfactory in
         form and substance to the Company, to the effect that such accountants
         have performed certain specified procedures, all of which have been
         agreed to by the Company, as a result of which they have determined
         that the information included in the ABS Term Sheets (if any), provided
         by the Underwriter to the Company for filing on a post-effective
         amendment pursuant to Section 4 and, if the Company then so specifies,
         this subsection (i), and that the accountants have examined in
         accordance with such agreed upon procedures, is accurate except as to
         such matters that are not deemed by the Company to be material. The
         foregoing letter shall be at the expense of the Underwriter. The
         Company shall file any corrected ABS Term Sheets described in Section
         4(b)(vi) as soon as practicable following receipt thereof.

                  6. Payment of Expenses. The Company will pay all expenses
incident to the performance of its obligations under this Agreement, including
(i) the printing and filing of the Registration Statement as originally filed
and of each amendment thereto, (ii) the Trustee's fees and the fees and
disbursements

 

                                       13
<PAGE>   14
of the counsel to the Trustee, (iii) any up-front fees and premiums payable to
the Insurer and the fees and disbursements of counsel to the Insurer, (iv) the
fees and disbursements of the accountants, (v) the fees of the rating agencies
and (vi) blue sky expenses.

                  7. Conditions to the Obligations of the Underwriter. The
obligation of the Underwriter to purchase and pay for the Certificates will be
subject to the accuracy of the representations and warranties on the part of the
Company herein, to the accuracy of the statements of officers of the Company
made pursuant to the provisions hereof, to the performance by the Company of its
obligations hereunder and to the following additional conditions precedent:

                                    (i)  On or prior to the date of this
         Agreement, the Underwriter shall have received a letter, dated the date
         of this Agreement, of Coopers and Lybrand and substantially in the form
         heretofore agreed, which letter shall be in form and substance agreed
         to by the Underwriter.

                                    (ii)  If the Registration Statement has
         not become effective prior to the date of this Agreement, unless the
         Underwriter agrees in writing to a later time, the Registration
         Statement shall have become effective not later than (A) 6:00 p.m., New
         York City time, on the date of determination of the public offering
         price, if such determination occurred at or prior to 12:00 noon, New
         York City time, on such date or (B) 3:00 p.m. on the business day
         following the day on which the public offering price was determined, if
         such determination occurred after 12:00 noon, New York City time, on
         such date; if filing of the Prospectus, or any supplement thereto, is
         required pursuant to Rule 424(b), the Prospectus shall be filed in the
         manner and within the time period required by Rule 424(b); and no stop
         order suspending the effectiveness of the Registration Statement shall
         have been issued and no proceedings for that purpose shall have been
         instituted or threatened.

                                    (iii)  Subsequent to the execution and
         delivery of this Agreement, there shall have not occurred (a) any
         change, or any development involving a prospective change, in or
         affecting particularly the business or properties of the Company or
         Onyx which,

 

                                       14
<PAGE>   15
         in the reasonable judgment of the Underwriter materially impairs the
         investment quality of the Certificates; (b) any suspension or material
         limitation of trading in securities generally on the New York Stock
         Exchange, or any setting of minimum prices for trading on such
         exchange, or any suspension of trading of any securities of Onyx on any
         exchange or in the over-the-counter market by such exchange or
         over-the-counter market or by the Commission; (c) any banking
         moratorium declared by Federal, New York or California authorities; (d)
         any outbreak or material escalation of major hostilities or any other
         substantial national or international calamity or emergency if, in the
         reasonable judgment of the Underwriter, the effect of any such
         outbreak, escalation, calamity or emergency on the United States
         financial markets makes it impracticable or inadvisable to proceed with
         completion of the sale of, and any payment for, the Certificates.

                           (iv) The Underwriter shall have received an opinion,
         dated the Closing Date, of Brobeck, Phleger & Harrison, counsel of the
         Company, substantially to the effect that:

                                            (a) The Company (1) has been duly
                  organized and is validly existing and in good standing under
                  the laws of the State of Delaware, (2) has the power and
                  authority to own its properties and conduct its business as
                  described in the Prospectus and (3) had at all relevant times,
                  and now has, the power, authority and legal right to acquire,
                  own and sell the Contracts;

                                            (b) The Company has, or at the time
                  such agreement was executed and delivered, had, the power and
                  authority to execute and deliver this Agreement, the Pooling
                  and Servicing Agreement, the Yield Supplement Agreement, the
                  Purchase Agreement, and the Insurance Agreement and to
                  consummate the transactions contemplated herein and therein;

                                            (c) No consent, approval, au
                  thorization or order of, or filing with, any California,
                  Delaware or federal governmental agency or body or any court
                  is or was required by

 

                                       15
<PAGE>   16
                  the Company to perform the transactions contemplated by this
                  Agreement, Pooling and Servicing Agreement, the Purchase
                  Agreement, the Yield Supplement Agreement, or the Insurance
                  Agreement except for (1) filing of a Uniform Commercial Code
                  financing statement in the State of California with respect
                  to the transfer of the Contracts to the Trust pursuant to the
                  Pooling and Servicing Agreement and the sale of the Contracts
                  to the Company pursuant to the Purchase Agreement and (2) such
                  consents, approvals, authorizations, orders or filings as may
                  be required under the federal and state securities laws;

                                            (d) None of the execution, delivery
                  and performance by the Company of this Agreement, the Pooling
                  and Servicing Agreement, the Purchase Agreement, the Yield
                  Supplement Agreement, or the Insurance Agreement, the transfer
                  of the Contracts to the Trust, the assignment of the security
                  interests of the Company in the Financed Vehicles, the
                  issuance and sale of the Certificates or the consummation of
                  any other of the transactions contemplated herein or in the
                  Pooling and Servicing Agreement, the Purchase Agreement, the
                  Yield Supplement Agreement, or the Insurance Agreement has
                  conflicted or will conflict with, has resulted or will result
                  in a breach, violation or acceleration of any of the terms of,
                  or has constituted or will constitute a default under, the
                  By-Laws or the Certificate of Incorporation of the Company, as
                  amended, or, to the best of such counsel's knowledge, any
                  rule, order, statute or regulation known to such counsel to be
                  currently applicable to the Company of any court, regulatory
                  body, administrative agency or governmental body having
                  jurisdiction over the Company or the terms of any material
                  indenture or other material agreement or instrument known to
                  such counsel to which the Company is a party or by which it or
                  its properties are bound;

                                            (e) To the best knowledge of such
                  counsel, after due inquiry, there are no actions, proceedings
                  or investigations pending or threatened before any court,
                  administrative agency or

 

                                       16
<PAGE>   17
                  other tribunal (1) asserting the invalidity of this Agreement,
                  the Pooling and Servicing Agreement, the Purchase Agreement,
                  the Yield Supplement Agreement or the Insurance Agreement or
                  the Certificates, (2) seeking to prevent the issuance of the
                  Certificates or the consummation of any of the transactions
                  contemplated by this Agreement, the Pooling and Servicing
                  Agreement, the Purchase Agreement, the Yield Supplement
                  Agreement or the Insurance Agreement (3) seeking adversely to
                  affect the federal income tax attributes of the Certificates
                  as described in the Prospectus under the headings "Prospectus
                  Summary -- Tax Status" and "Certain Tax Consequences";

                                            (f) This Agreement, the Pooling and
                  Servicing Agreement, the Purchase Agreement, the Yield
                  Supplement Agreement and the Insurance Agreement have each
                  been duly authorized, executed and delivered by the Company;

                                            (g) The Contracts constitute
                  "chattel paper" as defined in Section 9-105(a)(2) of the
                  Uniform Commercial Code of the State of California;

                                            (h) The statements in the Pro-
                  spectus under the caption "Certain Legal Aspects of the
                  Contracts," and "ERISA Considerations" to the extent they
                  constitute matters of California or federal law or legal
                  conclusions, are correct in all material respects;

                                            (i) The Certificates have been duly
                  and validly authorized and, when executed, authenticated and
                  issued in accordance with the terms of the Pooling and
                  Servicing Agreement, and delivered to and paid for by the
                  Underwriter pursuant to this Agreement, will be duly and
                  validly issued and outstanding and will be entitled to the
                  benefits of the Pooling and Servicing Agreement;

                                            (j) Assuming the authorization,
                  execution and delivery thereof by the Trustee and the Servicer
                  with respect to the Pooling and Servicing Agreement, and by
                  Onyx with respect to

 

                                       17
<PAGE>   18
                  Purchase Agreement and the Yield Supplement Agreement and the
                  Insurer with respect to the Insurance Agreement, each such
                  agreement constitutes the legal, valid and binding agreement
                  of the Company, enforceable against the Company in accordance
                  with its terms, subject, as to enforcement, to (1) the effect
                  of bankruptcy, insolvency, reorganization, moratorium,
                  conservatorship, receivership or other similar laws of
                  general application relating to or affecting creditors' rights
                  generally (2) the application of general principles of equity
                  (regardless of whether such enforceability is considered in a
                  proceeding in equity or at law); and (3) the unenforceability
                  under certain circumstances of provisions indemnifying a party
                  against liability where such indemnification is contrary to
                  public policy;

                                            (k) The Registration Statement
                  became effective under the Act as of the date and time
                  specified in such opinion; after due inquiry, to the best of
                  such counsel's knowledge, no stop order suspending the
                  effectiveness of the Registration Statement has been issued
                  and no proceedings for that purpose have been instituted or
                  are pending or contemplated under the Act; the Registration
                  Statement, and each amendment thereof or supplement thereto as
                  of its Effective Date and the Prospectus as of its date of
                  issuance complied as to form in all material respects with the
                  requirements of the Act and the Rules and Regulations; and
                  such counsel has no reason to believe that either the
                  Registration Statement or the Prospectus or any such amendment
                  thereof or supplement thereto as of its Effective Date or date
                  of issuance, as the case may be, contained any untrue
                  statement of a material fact or omitted to state any material
                  fact required to be stated therein or necessary to make the
                  statements therein, in light of the circumstances under which
                  they were made, not misleading; it being understood that such
                  counsel need express no opinion as to the financial statements
                  or other financial data contained in the Registration
                  Statement or the Prospectus;

 

                                       18
<PAGE>   19
                                            (l)  The Certificates, the Pooling
                  and Servicing Agreement, the Purchase Agreement, the Yield
                  Supplement Agreement and the Insurance Agreement conform in
                  all material respects to the descriptions thereof contained in
                  the Registration Statement and the Prospectus;

                                            (m) The Pooling and Servicing
                  Agreement is not required to be qualified under the Trust
                  Indenture Act of 1939, as amended; and

                                            (n) The Trust is not now, and
                  immediately following the sale of the Certificates pursuant to
                  this Agreement will not be, required to be registered under
                  the Investment Company Act of 1940, as amended.

                                    In addition, such counsel shall opine as to
         certain matters relating to the acquisition by the Company of a
         perfected first priority security interest in the vehicles financed by
         motor vehicle installment loans made by the Company.

                                    In rendering such opinion, such counsel may
         rely as to matters of fact, to the extent deemed proper and as stated
         therein, on certificates of responsible officers of the Company and
         public officials. References to the Prospectus in this paragraph (iv)
         include any supplements thereto.

                           (v) The Underwriter shall have received an opinion,
         dated the Closing Date, of Brobeck, Phleger & Harrison, counsel to
         Onyx, substantially to the effect that:

                                            (a) Onyx (1) has been duly
                  incorporated and is validly existing and in good standing
                  under the laws of the State of California, (2) has the power
                  and authority to own its properties and conduct its business
                  as described in the Prospectus and (3) had at all relevant
                  times, and now has, the power, authority and legal right to
                  acquire, own and sell the Contracts;

                                            (b) Onyx has the power and au-
                  thority to execute and deliver the Pooling and Servicing
                  Agreement the Yield Supplement Agree-

 

                                       19
<PAGE>   20
                  ment and the Purchase Agreement and at the time it was
                  executed and delivered, had the power and authority to execute
                  and deliver the Purchase Agreement, the Yield Supplement
                  Agreement, and the Pooling and Servicing Agreement and to
                  consummate the transactions contemplated herein and therein;

                                            (c) No consent, approval, au-
                  thorization or order of, or filing with, any California or
                  federal governmental agency or body or any court is required
                  by Onyx to perform the transactions contemplated by the
                  Pooling and Servicing Agreement, the Yield Supplement
                  Agreement or the Purchase Agreement except for (1) filing of a
                  Uniform Commercial Code financing statement in the State of
                  California with respect to the sale of the Contracts to the
                  Company pursuant to the Purchase Agreement and the transfer of
                  the Contracts to the Trust pursuant to the Pooling and
                  Servicing Agreement and (2) such consents, approvals,
                  authorizations, orders or filings as may be required under the
                  federal and state securities laws;

                                            (d) None of the execution, de-
                  livery and performance by Onyx of the Pooling and Servicing
                  Agreement, the Yield Supplement Agreement or the Purchase
                  Agreement, or the transfer of the Contracts to the Company,
                  has conflicted with or will conflict with, has resulted or
                  will result in a breach, violation or acceleration of any of
                  the terms of, or has constituted or will constitute a default
                  under, the By-Laws or the Certificate of Incorporation of
                  Onyx, as amended, or, to the best of such counsel's knowledge,
                  any rule, order, statute or regulation known to such counsel
                  to be currently applicable to Onyx of any court, regulatory
                  body, administrative agency or governmental body having
                  jurisdiction over Onyx or the terms of any material indenture
                  or other material agreement or instrument known to such
                  counsel to which Onyx is a party or by which it or its
                  properties are bound;

                                            (e) The Pooling and Servicing
                  Agreement, the Yield Supplement Agreement and the

 

                                       20
<PAGE>   21
                  Purchase Agreement have each been duly authorized, executed
                  and delivered by Onyx; and

                                            (f)  The indemnification agreement
                  dated as of the date hereof, between Onyx and the Underwriter
                  has been duly authorized, executed and delivered by Onyx.

                                            (g) Assuming the authorization,
                  execution and delivery thereof by the Trustee and the Company
                  with respect to the Pooling and Servicing Agreement and the
                  Yield Supplement Agreement and by the Company with respect to
                  Purchase Agreement, each such agreement constitutes the legal,
                  valid and binding agreement of Onyx, enforceable against Onyx
                  in accordance with its terms, subject, as to enforcement, to
                  (1) the effect of bankruptcy, insolvency, reorganization,
                  moratorium, conservatorship, receivership or other similar
                  laws of general application relating to or affecting
                  creditors' rights generally (2) the application of general
                  principles of equity (regardless of whether such
                  enforceability is considered in a proceeding in equity or at
                  law); and (3) the unenforceability under certain circumstances
                  of provisions indemnifying a party against liability where
                  such indemnification is contrary to public policy;

                           In rendering such opinion, such counsel may rely as
         to matters of fact, to the extent deemed proper and as stated therein,
         on certificates of responsible officers of Onyx and public officials.

                                    (vi) The Underwriter shall have received
         an opinion or opinions of Brobeck, Phleger & Harrison, counsel to the
         Company, dated the Closing Date and satisfactory in form and substance
         to you, with respect the characterization of the transfer of the
         Contracts by Onyx to the Company as a sale and with respect to the
         perfection of the Trust's interests in the Contracts and with respect
         to the non-consolidation of the Company with Onyx in the event of
         bankruptcy filing with respect to Onyx and with respect to certain
         other matters.

 

                                       21
<PAGE>   22
                                    (vii) The Underwriter shall have received
         an opinion of Brobeck, Phleger & Harrison, tax counsel to the Company,
         dated the Closing Date and satisfactory in form and substance to you
         substantially to the effect that:

                                            (a) the Trust created by the Pooling
                  and Servicing Agreement will not be classified as an
                  association taxable as a corporation for federal income tax
                  purposes and, instead, under subpart E, part I of subchapter J
                  of the Internal Revenue Code of 1986, as amended, the Trust
                  will be treated as a grantor trust, and subject to possible
                  recharacterization of certain amounts paid by the Trust to the
                  Servicer, the holders of the Certificates will be treated as
                  owning an undivided pro-rata interest in the income and corpus
                  attributable to the Trust;

                                            (b) The statements in the Reg-
                  istration Statement and Prospectus under the headings
                  "Prospectus Summary -- Tax Status" and "Certain Tax
                  Consequences" to the extent that they constitute matters of
                  law or legal conclusions with respect thereto, have been
                  prepared or reviewed by such counsel and are correct in all
                  material respects; and

                                            (c) For California franchise tax
                  purposes, the Trust created by the Pooling and Servicing
                  Agreement will not be subject to California franchise or
                  income taxes, and Certificateholders who are not residents
                  of or otherwise subject to the tax in California will not be
                  subject to California franchise or income taxes with respect
                  to interest received from the Certificates or with respect to
                  any of the Contracts.

                                    (viii) The Underwriter shall have received
         an opinion, dated the Closing Date, of Shaw, Pittman, Potts &
         Trowbridge, counsel to the Insurer, substantially to the effect that:

                                            (a) The Insurer is a corporation
                  validly existing, in good standing and licensed to transact
                  the business of surety and financial

 

                                       22
<PAGE>   23
                  guaranty insurance under the laws of the State of
                  New York;

                                            (b) The Insurer has the corporate
                  power to execute and deliver, and to take all action required
                  of it under the Surety Bond, the Insurance Agreement and the
                  Indemnification Agreement;

                                            (c) Except as have already been
                  obtained, no authorization, consent, approval, license, formal
                  exemption or declaration from, nor any registration or filing
                  with, any court or governmental agency or body of the United
                  States of America or the State of New York, which if not
                  obtained would affect or impair the validity or enforceability
                  of the Surety Bond, the Insurance Agreement or the
                  Indemnification Agreement against the Insurer, is required in
                  connection with the execution and delivery by the Insurer of
                  the Surety Bond, the Insurance Agreement or the
                  Indemnification Agreement or in connection with the Insurer's
                  performance of its obligations thereunder;

                                            (d) The Surety Bond, the Insurance
                  Agreement and the Indemnification Agreement have been duly
                  authorized, executed and delivered by the Insurer, and the
                  Surety Bond and, assuming due authorization, execution and
                  delivery of the Insurance Agreement by the parties thereto
                  (other than the Insurer), the Insurance Agreement constitute
                  the legally valid and binding obligations of the Insurer,
                  enforceable in accordance with their respective terms subject,
                  as to enforcement, to (1) bankruptcy, reorganization,
                  insolvency, moratorium and other similar laws relating to or
                  affecting the enforcement of creditors' rights generally,
                  including, without limitation, laws relating to fraudulent
                  transfers or conveyances, preferential transfers and equitable
                  subordination, presently or from time to time in effect and
                  general principles of equity (regardless of whether such
                  enforcement is considered in a proceeding in equity or at
                  law), as such laws may be applied in any such proceeding with
                  respect to the Insurer and (2) the

 

                                       23
<PAGE>   24
                  qualification that the remedy of specific performance may be
                  subject to equitable defenses and to the discretion of the
                  court before which any proceedings with respect thereto may be
                  brought; and

                                            (e) The Surety Bond is not required
                  to be registered under the Securities Act of 1933, as amended.

                           In rendering such opinion, such counsel may rely as
         to matters of fact, to the extent deemed proper and as stated therein,
         on certificates of responsible officers of the Insurer and public
         officials. References to the Prospectus in this paragraph (viii)
         include any supplements thereto.

                                    (ix) The Underwriter shall have received an
         opinion of counsel to the Trustee, dated the Closing Date and
         satisfactory in form and substance to you, substantially to the effect
         that:

                                            (a) The Trustee is a banking cor-
                  poration validly existing under the laws of the State of New
                  York;

                                            (b) The Trustee has the requisite
                  power and authority to execute, deliver and perform its
                  obligations under the Pooling and Servicing Agreement, and has
                  taken all necessary action to authorize the execution,
                  delivery and performance by it of the Pooling and Servicing
                  Agreement; and

                                            (c) The Pooling and Servicing
                  Agreement has been duly executed and delivered by the Trustee
                  and constitutes a legal, valid and binding obligation of the
                  Trustee, enforceable against the Trustee in accordance with
                  its terms, except that certain of such obligations may be
                  enforceable solely against the Trust Estate and except that
                  such enforcement may be limited by bankruptcy, insolvency,
                  reorganization, moratorium, liquidation, or other similar laws
                  applicable to banking corporations affecting the enforcement
                  of creditors' rights generally, and by general principles of
                  equity , including, without limitation, concepts of
                  materiality, reasonableness,

 

                                       24
<PAGE>   25
                  good faith and fair dealing (regardless of whether such
                  enforceability is considered in a proceeding in equity or at
                  law).

                                    (x) The Underwriter shall have received
         from Skadden, Arps, Slate, Meagher & Flom, counsel to the Underwriter,
         such opinion or opinions, dated the Closing Date and satisfactory in
         form and substance to you, with respect to the validity of the
         Certificates, the Registration Statement, the Prospectus and other
         related matters as the Underwriter may require, and the Company shall
         have furnished to such counsel such documents as they reasonably
         request for the purpose of enabling them to pass upon such matters.

                           (xi) The Underwriter shall have received a letter,
         dated the Closing Date, of Coopers and Lybrand which meets the
         requirements of the subsection (i) of this Section 7, except that the
         specified date referred to in such subsection will be a date not more
         than five days prior to the Closing Date for the purposes of this
         subsection.

                                    (xii) The Underwriter shall have received
         evidence satisfactory to them that the Certificates have been rated in
         the highest rating category by Moody's Investors Service, Inc. and by
         Standard & Poor's Corporation.

                                    (xiii) The Underwriter shall have received
         a certificate, dated the Closing Date, of a Vice President or more
         senior officer of the Company in which such officer shall state that,
         to the best of his or her knowledge after reasonable investigation, the
         representations and warranties of the Company in this Agreement are
         true and correct on and as of the Closing Date, that the Company has
         complied with all agreements and satisfied all conditions on its part
         to be performed or satisfied hereunder at or prior to the Closing Date,
         that the representations and warranties of the Company, as Seller, in
         the Pooling and Servicing Agreement and the conditions set forth in
         Section 2.2(b) of the Pooling and Servicing Agreement, are true and
         correct as of the dates specified in the Pooling and Servicing
         Agreement, that no stop order suspending the effectiveness of the
         Registration

 

                                       25
<PAGE>   26
         Statement has been issued and no proceedings for that purpose have been
         instituted or are threatened by the Commission and that, subsequent to
         the date of the Prospectus, there has been no material adverse change
         in the financial position or results of operation of the Company's
         motor vehicle installment loan business except as set forth in or
         contemplated by the Prospectus or as described in such certificate.

                                    (xiv) The Underwriter shall have received
         a certificate, dated the Closing Date, of a Vice President or more
         senior officer of Onyx in which such officer shall state that, to the
         best of his or her knowledge after reasonable investigation, the
         representations and warranties of Onyx in the Purchase Agreement are
         true and correct in all material respects on and as of the Closing
         Date, that Onyx has complied with all agreements and satisfied all
         conditions on its part to be performed or satisfied thereunder at or
         prior to the Closing Date, that the representations and warranties of
         Onyx, as Servicer, in the Pooling and Servicing Agreement are true and
         correct as of the dates specified in the Pooling and Servicing
         Agreement, there has been no material adverse change in the financial
         position or results of operation of Onyx's motor vehicle installment
         loan business except as set forth in or contemplated by the Prospectus
         or as described in such certificate.

                                    (xv) The Surety Bond shall have been duly
         authorized, executed, issued and delivered by the Insurer; all fees due
         and payable to the Insurer as of the Closing Date shall have been paid
         in full; and the Surety Bond shall conform to the description thereof
         in the Registration Statement and the Prospectus.

                                    (xvi) The Underwriter shall have received a
         Certificate from a senior officer of the Insurer to the effect that
         such officer has no reason to believe that the section of the
         Prospectus captioned "Description of the Insurer" or any such amendment
         thereof or supplement thereto as of its Effective Date or date of
         issuance, as the case may be, contained any untrue statement of a
         material fact or omitted to state any material fact required to be
         stated therein or necessary to make the statements

 

                                       26
<PAGE>   27
         therein, in light of the circumstances under which
         they were made, not misleading.

                  The Company will furnish or cause to be furnished to the
Underwriter such number of conformed copies of such opinions, certificates,
letters and documents as the Underwriter reasonably requests.

                  8.  Indemnification.

                                    (i) The Company will indemnify and hold
         harmless the Underwriter and each person, if any, who controls the
         Underwriter with the meaning of Section 15 of the Act against any
         losses, claims, damages or liabilities, joint or several, to which the
         Underwriter may become subject, under the Act or otherwise, insofar as
         such losses, claims, damages or liabilities (or actions in respect
         thereof) arise out of, or are based upon, any untrue statement or
         alleged untrue statement of any material fact contained in the
         Registration Statement, the Prospectus, or any amendment or supplement
         thereto, or arise out of, or are based upon, the omission or alleged
         omission to state therein a material fact required to be stated therein
         or necessary to make the statements therein not misleading; and will
         reimburse the Underwriter for any legal or other expenses reasonably
         incurred by the Underwriter in connection with investigating or
         defending any such action or claim; provided, however, that the Company
         shall not be liable in any such case to the extent that any such loss,
         claim, damage or liability arises out of, or is based upon, an untrue
         statement or alleged untrue statement or omission or alleged omission
         made in the Registration Statement or the Prospectus or any such
         amendment or supplement in reliance upon and in conformity with written
         information furnished to the Company by the Underwriter expressly for
         use therein.

                                    (ii) The Underwriter severally agrees to
         indemnify and hold harmless the Company, its directors, each of its
         officers or agents who signed the Registration Statement, and each
         person, if any, who controls the Company within the meaning of Section
         15 of the Act against any and all loss, liability, claim, damage and
         expense described in the indemnity contained in subsection (i) of this
         Section 8, as in-

 

                                       27
<PAGE>   28
         curred, but only with respect to untrue statements or omissions, or
         alleged untrue statements or omissions, (A) made in the Registration
         Statement (or any amendment thereto) or any preliminary prospectus or
         the Prospectus (or any amendment or supplement thereto) in reliance
         upon and in conformity with written information furnished to the
         Company by the Underwriter through Merrill Lynch, Pierce, Fenner &
         Smith Incorporated expressly for use in the Registration Statement (or
         any amendment thereto) or such preliminary prospectus or the Prospectus
         (or any amendment or supplement thereto) or (B) made in the ABS Term
         Sheets distributed by the Underwriter and filed as a post-effective
         amendment to the Registration Statement or the Prospectus as a result
         of any filing pursuant to Section 5(x); provided however that the
         Underwriter will not be liable in any such case to the extent that any
         such loss, claim or damage or liability arises out of, or is based
         upon, an untrue statement or omission made in the ABS Term Sheet or any
         supplement thereto in reliance upon and in conformity with (x)
         information furnished to the Underwriter by the Company or (y)
         information contained in the Registration Statement or any preliminary
         prospectus or the Prospectus other than information described in clause
         (A) above.

                                    (iii) Each indemnified party shall give
         prompt notice to the indemnifying party of any action commenced against
         the indemnified party in respect of which indemnity may be sought
         hereunder, but failure to so notify an indemnifying party shall not
         relieve such indemnifying party from any liability which it may have
         hereunder or otherwise than on account of this indemnity agreement. In
         case any such action shall be brought against an indemnified party and
         it shall have notified the indemnifying party of the commencement
         thereof, the indemnifying party shall be entitled to participate
         therein and, to the extent that it shall wish, to assume the defense
         thereof, with counsel, satisfactory to such indemnified party (who
         shall not, except with the consent of the indemnified party, be counsel
         to the indemnifying party with respect to such action), and it being
         understood that the indemnifying party shall not, in connection with
         any one such action or separate but substantially similar or related
         actions in the same jurisdiction arising out of the same general
         allegations or circum-

 

                                       28
<PAGE>   29
         stances, be liable for the reasonable fees and expenses of more than
         one separate firm of attorneys, and, after notice from the indemnifying
         party to the indemnified party of its election so to assume the defense
         thereof, the indemnifying party shall not be liable to the indemnified
         party under subsections (i) or (ii) of this Section 8 for any legal
         expenses of other counsel or any other expenses, in each case
         subsequently incurred by the indemnified party, in connection with the
         defense thereof other than reasonable costs of investigation.

                  9. Contribution. In order to provide for just and equitable
contribution in circumstances in which the indemnity agreement provided for in
Section 8 is for any reason held to be unavailable other than in accordance with
its terms, then each indemnifying party shall contribute to the amount paid or
payable by such indemnifying party as a result of the losses, claims, damages or
liabilities referred to in 8(i) and 8(ii) above (i) in such proportion as is
appropriate to reflect the relative benefits received by the Company on the one
hand and the Underwriter on the other from the offering of the Certificates or
(ii) if the allocation provided by clause (i) above is not permitted by
applicable law, in such proportion as is appropriate to reflect not only the
relative benefits referred to in clause (i) above but also the relative fault of
the Company on the one hand and of the Underwriter on the other in connection
with the statements or omissions which resulted in such losses, claims, damages
or liabilities as well as any other relevant equitable considerations. The
relative benefits received by the Company on the one hand and the Underwriter on
the other shall be deemed to be in the same proportion as the total net proceeds
from the offering (before deducting expenses) received by the Company bear to
the total underwriting discounts and commissions received by the Underwriter.
The relative fault shall be determined by reference to, among other things,
whether the untrue or alleged untrue statement of a material fact or the
omission or alleged omission to state a material fact relates to information
supplied by the Company or by the Underwriter and the parties' relative intent,
knowledge, access to information and opportunity to correct or prevent such
untrue statement or omission. The amount paid by an indemnified party as a
result of the losses, claims, damages or liabilities referred to in the first
sentence of this Section 9 shall be deemed to include any legal or other
expenses reasonably incurred by such indemnified party in connection with
investigating or defending any action or claim which is the subject of this
Section 9. Notwith-

 

                                       29
<PAGE>   30
standing the provisions of this Section 9, the Underwriter shall not be required
to contribute any amount in excess of the underwriting discount or commission
applicable to the Certificates purchased by it hereunder. The Company and the
Underwriter agrees that it would not be just and equitable if contribution
pursuant to this Section 9 were determined by pro rata allocation or by any
other method of allocation which does not take account of the equitable
considerations referred to above in this Section 9. No person guilty of
fraudulent misrepresentation (within the meaning of Section 11(f) of the Act)
shall be entitled to contribution from any person who was not guilty of such
fraudulent misrepresentation.

                  10. Termination. The Underwriter may terminate this Agreement
immediately upon notice to the Company, if at any time, prior to the Closing
Date, there has occurred: (a) any change, or any development involving a
prospective change, in or affecting particularly the business or properties of
the Company or Onyx which, in the reasonable judgment of the Underwriter,
materially impairs the investment quality of the Certificates; (b) any
suspension or material limitation of trading in securities generally on the New
York Stock Exchange, or any setting of minimum prices for trading on such
exchange, or any suspension of trading of any securities of the Company or of
Onyx on any exchange or in the over-the-counter market by such exchange or
over-the-counter market or by the Commission; (c) any banking moratorium
declared by Federal, New York or California authorities; or (d) any outbreak or
material escalation of major hostilities or any other substantial national or
international calamity or emergency if, in the reasonable judgment of the
Underwriter, the effect of any such outbreak, escalation, calamity or emergency
on the United States financial markets makes it impracticable or inadvisable to
proceed with completion of the sale of and any payment for the Certificates.

                  11. Survival of Certain Representations and Obligations. The
respective indemnities, agreements, representations, warranties and other
statements of the Company or its officers and of the Underwriter set forth in or
made pursuant to this Agreement will remain in full force and effect, regardless
of any investigation, or statement as to the results thereof, made by or on
behalf of the Underwriter, the Company or any of their respective
representatives, officers or directors or any controlling person, and will
survive delivery of and payment for the Certificates. If for any reason the
purchase of the Certificates by the Underwriter is not consummated, the Company
shall remain responsible for the expenses to be paid or reim-

 

                                       30
<PAGE>   31
bursed by it pursuant to Section 6 and the respective obligations of the Company
and the Underwriter pursuant to Sections 6, 8 and 9 shall remain in effect. If
the purchase of the Certificates by the Underwriter is not consummated for any
reason other than solely because of the occurrence of any event specified in
clauses (b), (c) or (d) of Section 7(iii), the Company will reimburse the
Underwriter for all out-of-pocket expenses (including fees and disbursements of
counsel) reasonably incurred by it in connection with the offering of the
Certificates.

                  12. Notices. All communications hereunder will be in writing
and, if sent to the Underwriter, will be mailed, delivered or telegraphed and
confirmed to the Underwriter at c/o Merrill Lynch & Co., World Financial Center,
Attention: Managing Director, Asset-Backed Securities Department, or to such
other address as the Underwriter may designate in writing to the Company, or if
sent to the Company, will be mailed, delivered or telegraphed and confirmed to
the Company at Onyx Acceptance Financial Corporation, 8001 Irvine Center Drive,
5th Floor, Irvine CA 92718, Attention: Regan E. Kelly, Esq., Executive Vice
President.

                  13. Successors. This Agreement will inure to the benefit of,
and be binding upon, the parties hereto and their respective successors. Nothing
expressed or mentioned in this Agreement is intended or shall be construed to
give any person, firm or corporation, other than the parties hereto and their
respective successors and the controlling persons and officers and directors
referred to in Sections 8 and 9 and their heirs and legal representatives, any
legal or equitable right, remedy or claim under or in respect of this Agreement
or any provision herein contained. This Agreement and all conditions and
provisions hereof are intended to be for the sole and exclusive benefit of the
parties hereto and their respective successors, and said controlling persons and
officers and directors and their heirs and legal representatives, and for the
benefit of no other person, firm or corporation. No purchaser of Certificates
from the Underwriter shall be deemed to be a successor by reason merely of such
purchase.

                  14.  Counterparts.  This Agreement may be executed in
any number of counterparts, each of which shall be deemed to be
an original, but all such counterparts shall together constitute
one and the same Agreement.

 

                                       31
<PAGE>   32
                  15. APPLICABLE LAW. THIS AGREEMENT SHALL BE GOVERNED BY, AND
CONSTRUED IN ACCORDANCE WITH, THE LAWS OF THE STATE OF NEW YORK.

                  16. Severability of Provisions. Any covenant, provisions,
agreement or term of this Agreement that is prohibited or is held to be void or
unenforceable in any jurisdiction shall, as to such jurisdiction, be ineffective
to the extent of such prohibition or unenforceability without invalidating the
remaining provisions hereof.

                  17. Entire Agreement. This Agreement constitutes the entire
agreement and understanding of the parties hereto with respect to the matters
and transactions contemplated hereby and supersedes all prior agreements and
understandings whatsoever relating to such matters and transactions.

                  18. Amendment. Neither this Agreement nor any term hereof may
be changed, waived, discharged or terminated orally, but only by an instrument
in writing signed by the party against whom enforcement of the change, waiver,
discharge or termination is sought.

                  19. Heading. The headings in this Agreement are for the
purposes of reference only and shall not limit or otherwise affect the meaning
hereof.

 

                                       32
<PAGE>   33
                  If the foregoing is in accordance with your understanding of
our agreement, kindly sign and return to us the enclosed duplicate thereof,
whereupon it will become a binding agreement among the undersigned in accordance
with its terms.

                                                     Very truly yours,

                                                     ONYX ACCEPTANCE FINANCIAL
                                                       CORPORATION

                                                     By:______________________
                                                           Name:
                                                           Title:

The foregoing Underwriting Agreement is hereby confirmed and accepted as of the
date first above written.

Merrill Lynch, Pierce, Fenner & Smith
            Incorporated

_____________________________________



                                       33
<PAGE>   34
                                                                       Exhibit A

                  The information herein has been provided solely by Merrill
Lynch, Pierce, Fenner & Smith Incorporated A("Merrill Lynch"). Neither Merrill
Lynch, the Issuer of the securities nor any of its affiliates make any
representation as to the accuracy or completeness of the information herein. The
information herein is preliminary, and will be superseded by the final
prospectus and by any other information subsequently filed with the Securities
and Exchange Commission.

                  The information contained herein will be superseded by the
description of the collateral pool contained in the final prospectus relating to
the securities.

 

                                       34