Note Guaranty Insurance Policy



 Exhibit 4.3 
  

NOTE GUARANTY INSURANCE POLICY 
  

					
	OBLIGATIONS:	 	$700,000,000	    	POLICY NUMBER: 45747
	 	 	Onyx Acceptance Owner Trust 2005-A	    	 
	 	 	Asset Backed Notes, Series 2005-A	    	 
	 	 	Class A-1 Notes, Class A-2 Notes,	    	 
	 	 	Class A-3 Notes, and Class A-4 Notes	    	 

  
 MBIA Insurance
Corporation (the “Note Insurer”), in consideration of the payment of the premium and subject to the terms of this Note Guaranty Insurance Policy (this “Policy”), hereby unconditionally and irrevocably guarantees that an amount
equal to each full and complete Insured Payment will be received from the Note Insurer by JPMorgan Chase Bank, N.A., or its successors, as Indenture Trustee (the “Indenture Trustee”), for distribution by the Indenture Trustee pursuant to
the Basic Documents. The Note Insurer’s obligations hereunder with respect to a particular Insured Payment shall be discharged to the extent funds equal to the applicable Insured Payment are received by the Indenture Trustee, whether or not
such funds are properly applied by the Indenture Trustee. Insured Payments shall be made only at the time set forth in this Policy, and no accelerated Insured Payments shall be made regardless of any acceleration of the Obligations, unless such
acceleration is at the sole option of the Note Insurer. 
  
 Notwithstanding the foregoing paragraph, this Policy does not cover shortfalls, if any, attributable to the liability of any person for withholding taxes, if any (including interest and penalties in respect of any such liability).

  
 The Note Insurer will pay any Insured Payment that is a
Preference Amount on the Business Day following receipt on a Business Day by the Fiscal Agent (as described below) of (i) a certified copy of the order requiring the return of a preference payment, (ii) an opinion of counsel satisfactory to the Note
Insurer that such order is final and not subject to appeal, (iii) an assignment in such form as is reasonably required by the Note Insurer, irrevocably assigning to the Note Insurer all rights and claims of the Noteholder relating to or arising
under the Obligations against the debtor which made such preference payment or otherwise with respect to such preference payment and (iv) appropriate instruments to effect the appointment of the Note Insurer as agent for such Noteholder in any legal
proceeding related to such preference payment, such instruments being in a form satisfactory to the Note Insurer, provided that if such documents are received after 12:00 noon, New York City time, on such Business Day, they will be deemed to be
received on the following Business Day. Such payments shall be disbursed to the receiver or trustee in bankruptcy named in the final order of the court exercising jurisdiction on behalf of the Noteholder and not to any Noteholder directly unless
such Noteholder has returned principal or interest paid on the Obligations to such receiver or trustee in bankruptcy, in which case such payment shall be disbursed to such Noteholder. 
  
 The Note Insurer will pay any Deficiency Amount payable hereunder no later than 12:00 noon, New York City time, on the later
of the Payment Date on which the related Deficiency 








 
Amount is due or the second Business Day following receipt in New York, New York on a Business Day by U.S. Bank Trust National Association, as Fiscal Agent
for the Note Insurer or any successor fiscal agent appointed by the Note Insurer (the “Fiscal Agent”) of a Notice (as described below); provided that if such Notice is received after 12:00 noon, New York City time, on such Business Day, it
will be deemed to be received on the following Business Day. If any such Notice received by the Fiscal Agent is not in proper form or is otherwise insufficient for the purpose of making claim hereunder, it shall be deemed not to have been received
by the Fiscal Agent for purposes of this paragraph, and the Note Insurer or the Fiscal Agent, as the case may be, shall promptly so advise the Indenture Trustee and the Indenture Trustee may submit an amended Notice. 
  
 Insured Payments due hereunder, unless otherwise stated herein, will be
disbursed by the Fiscal Agent to the Indenture Trustee on behalf of the Noteholders by wire transfer of immediately available funds in the amount of the Insured Payment less, in respect of Insured Payments related to Preference Amounts, any amount
held by the Indenture Trustee for the payment of such Insured Payment and legally available therefor. 
  
 The Fiscal Agent is the agent of the Note Insurer only, and the Fiscal Agent shall in no event be liable to Noteholders for any acts of the Fiscal Agent
or any failure of the Note Insurer to deposit, or cause to be deposited, sufficient funds to make payments due under this Policy. 
  
 Subject to the terms of the Indenture (as described below), the Note Insurer shall be subrogated to the rights of each Noteholder to receive payments
under the Notes to the extent of any payment by the Note Insurer under the Policy. 
  
 As used herein, the following terms shall have the following meanings: 
  
 “Business Day” means any day other than a Saturday or a Sunday; or a day on which banking institutions in the states of Delaware,
California, Texas, Virginia or New York, or in the state in which the Corporate Trust Office of the Indenture Trustee is located, are authorized or obligated by law, executive order or government decree to be closed. 
  
 “Deficiency Amount” means, with respect to any Distribution
Date, an amount equal to the amount by which (A) the sum of the following amounts, each as of or with respect to such Distribution Date, (i) the Servicing Fee, including any unpaid Servicing Fees, (ii) any accrued and unpaid fees of the Indenture
Trustee, the Owner Trustee and the Trust Agent, in each case to the extent such fees have not been paid by the Servicer, (iii) the Note Interest Distributable Amount,(iv) the Note Parity Deficit Amount, if any, and (v) without duplication, if such
Distribution Date is a Final Scheduled Distribution Date with respect to any Class of Notes, the Note Principal Distributable Amount with respect to such Class of Notes exceeds (B) the sum of (i) the amount of Net Collections available to make such
payments with respect to such Distribution Date, (ii) the amount on deposit in the Spread Account as of such Distribution Date. 
  
 “Indenture” means the Indenture dated as of February 23, 2005 between the Issuer and JPMorgan Chase Bank, N.A., as the Indenture Trustee,
without regard to any amendment or supplement thereto unless such amendment or supplement has been approved in writing by the Note Insurer. 
  

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 “Insured Payment” means the sum of (i) as of any Distribution Date, any Deficiency
Amount and (ii) any Preference Amount. 
  
 “Noteholder” means each Holder of a Note (as defined in the Sale and Servicing Agreement) who, on the applicable Payment Date, is entitled under the terms of the applicable Notes to payment thereunder. 
  
 “Notice” means the telephonic or telegraphic notice,
promptly confirmed in writing by facsimile substantially in the form of Exhibit A attached to this Policy, the original of which is subsequently delivered by registered or certified mail, from the Indenture Trustee specifying the Insured Payment
which shall be due and owing on the applicable Payment Date. 
  
 “Preference Amount” means any amount previously paid to Noteholders on the Notes that is recoverable and sought to be recovered as a voidable preference by a trustee in bankruptcy pursuant to the United States Bankruptcy
Code (11 U.S.C.), as amended from time to time in accordance with a final nonappealable order of a court having competent jurisdiction. 
  
 “Sale and Servicing Agreement” means the Sale and Servicing Agreement dated as of February 23, 2005 by and among the Issuer, the
Seller, JPMorgan Chase Bank, N.A., as the Indenture Trustee and as the Trust Agent and Onyx Acceptance Corporation, as the Servicer. 
  
 Capitalized terms used herein and not otherwise defined herein shall have the respective meanings set forth in the Sale and Servicing Agreement as of the
date of execution of this Policy, without giving effect to any subsequent amendment to or modification of the Sale and Servicing Agreement unless such amendment or modification has been approved in writing by the Note Insurer. 
  
 Any notice hereunder or service of process on the Fiscal Agent may be made at
the address listed below for the Fiscal Agent or such other address as the Note Insurer shall specify in writing to the Indenture Trustee. 
  
 The notice address of the Fiscal Agent is 15th Floor, 61 Broadway, New York, New York 10006, Attention: Municipal Registrar and Paying Agency, or such
other address as the Fiscal Agent shall specify to the Indenture Trustee in writing. 
  
 This Policy is being issued under and pursuant to, and shall be construed under, the laws of the State of New York, without giving effect to the conflict of laws principles thereof. 
  
 No defenses, set-offs and counterclaims of any kind available to the Note
Insurer so as to deny payment of any amount due in respect of this Policy will be valid and the Note Insurer hereby waives and agrees not to assert any and all such defenses (including fraud in inducement or fact or any other circumstances that
would have the effect of discharging a surety at law or in equity), set-offs and counterclaims, including, without limitation any such rights acquired by subrogation, assignment or otherwise. 
  

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 The insurance provided by this Policy is not covered by the Property/Casualty Insurance Security Fund
specified in Article 76 of the New York Insurance Law. 
  
 This
Policy is not cancelable for any reason. The premium on this Policy is not refundable for any reason including payment, or provision being made for payment, prior to maturity of the Obligations. 
  
 IN WITNESS WHEREOF, the Note Insurer has caused this Policy to be executed
and attested this 23rd day of February, 2005. 
  

			
	 MBIA INSURANCE CORPORATION

		
	 By
	 	 /s/ Neil G. Budnick


	 	 	 President

		
	 Attest:
	 	 
		
	 By
	 	 /s/ Adam M. Carta


	 	 	 Assistant Secretary



  

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 EXHIBIT A 
  

TO NOTE GUARANTY INSURANCE POLICY 
 NUMBER: 45747 
  
 NOTICE UNDER NOTE GUARANTY

 INSURANCE POLICY NUMBER: 45747 
  
 U.S. Bank Trust National Association., as Fiscal Agent 
   for MBIA
Insurance Corporation 
 61 Broadway, 15th Floor 
 New York, NY
10006 
 Attention: Municipal Registrar and Paying Agency 
  
 MBIA Insurance Corporation 
 113 King Street 
 Armonk, NY 10504 
  
 The undersigned, a duly authorized officer of JP Morgan Chase Bank, N.A., as indenture trustee (the “Indenture Trustee”), hereby certifies to U.S. Bank Trust National Association (the “Fiscal
Agent”) and MBIA Insurance Corporation (the “Note Insurer”), with reference to Note Guaranty Insurance Policy Number: 45747 (the “Policy”) issued by the Note Insurer in respect of the $700,000,000 Onyx Acceptance Owner Trust
2005-A, Asset Backed Notes, Series 2005-A, Class A-1 Notes, Class A-2 Notes, Class A-3 Notes, and Class A-4 Notes (the “Obligations”), that: 
  
 (i) the Indenture Trustee is the indenture trustee under the Indenture dated as of February 23, 2005 between Onyx Acceptance Owner Trust 2005-A, as Issuer
and JPMorgan Chase Bank, N.A., as Indenture Trustee for the Noteholders; 
  
 (ii) the Deficiency Amount for the Payment Date occurring on [            ] (the “Applicable Payment Date”) is
$[            ] (the “Deficiency Amount”); 
  
 (iii) the amount of previously distributed payments on the Obligations that is recoverable and sought to be recovered as a voidable
preference by a trustee in bankruptcy pursuant to the Bankruptcy Code in accordance with a final nonappealable order of a court having competent jurisdiction is $ [            ] (the
“Preference Amount”); 
  
 (iv) the
total Insured Payment due is $ [            ], which amount equals the sum of the Deficiency Amount and the Preference Amount; 







 (v) the Indenture Trustee is making a claim under and pursuant to the terms of the Policy
for the dollar amount of the Insured Payment set forth in (ii) above to be applied to the payment of the Deficiency Amount on the Obligations for the Applicable Payment Date in accordance with the Indenture and for the dollar amount of the Insured
Payment set forth in (iii) above to be applied to the payment of any Preference Amount; and 
  
 (vi) the Indenture Trustee directs that payment of the Insured Payment be made to the following account by bank wire transfer of federal or other immediately available funds in accordance with the terms of the Policy:
[INDENTURE TRUSTEE’S ACCOUNT]. 
  
 Any capitalized term used
above in this Notice and not otherwise defined herein shall have the meaning assigned thereto in the Policy. 
  
 Any Person Who Knowingly And With Intent To Defraud Any Insurance Company Or Other Person Files An Application For Insurance Or Statement Of Claim
Containing Any Materially False Information, Or Conceals For The Purpose Of Misleading, Information Concerning Any Fact Material Thereto, Commits A Fraudulent Insurance Act, Which Is A Crime, And Shall Also Be Subject To A Civil Penalty Not To
Exceed Five Thousand Dollars And The Stated Value Of The Claim For Each Such Violation. 
  
 IN WITNESS WHEREOF, the Indenture Trustee has executed and delivered this Notice under the Policy as of the [     ] day of
[            ]. 
  

			
	JPMorgan Chase Bank, N.A., not in its individual
capacity but solely as Indenture Trustee
		
	 By
	 	  


	 Title
	 	  




  

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