AMENDED AND RESTATED TRUST AGREEMENT among ONYX ACCEPTANCE FINANCIAL CORPORATION, as Depositor WILMINGTON TRUST COMPANY as Owner Trustee and JPMORGAN CHASE BANK, N.A., as Trust Agent Dated as of July 21, 2005 ONYX ACCEPTANCE OWNER TRUST 2005-BTrust Agreement • July 26th, 2005 • Onyx Acceptance Owner Trust 2005-B • Asset-backed securities • Delaware
This AMENDED AND RESTATED TRUST AGREEMENT, dated as of July 21, 2005, is among ONYX ACCEPTANCE FINANCIAL CORPORATION, a Delaware corporation (the “Depositor”), WILMINGTON TRUST COMPANY, a Delaware banking corporation, as owner trustee (the “Owner Trustee”), and JPMORGAN CHASE BANK, N.A., a national banking association, as agent of the Owner Trustee for the limited purposes set forth herein (the “Trust Agent”), amends and restates in its entirety that certain Trust Agreement dated June 27, 2005, between the Depositor and the Owner Trustee.
SALE AND SERVICING AGREEMENT between ONYX ACCEPTANCE OWNER TRUST 2005-B as Issuer, ONYX ACCEPTANCE FINANCIAL CORPORATION as Seller, ONYX ACCEPTANCE CORPORATION as Servicer JPMORGAN CHASE BANK, N.A. as Indenture Trustee and as Trust Agent Dated as of...Sale and Servicing Agreement • July 26th, 2005 • Onyx Acceptance Owner Trust 2005-B • Asset-backed securities • New York
This SALE AND SERVICING AGREEMENT, dated as of July 21, 2005 (this “Agreement”), is between Onyx Acceptance Owner Trust 2005-B (the “Issuer” or the “Trust”), Onyx Acceptance Financial Corporation (the “Seller”), Onyx Acceptance Corporation (“Onyx” or, in its capacity as servicer, the “Servicer” or, in its capacity as custodian, the “Custodian”) and JPMorgan Chase Bank, N.A., as the Indenture Trustee on behalf of the Noteholders (in such capacity, the “Indenture Trustee”) and as the Trust Agent on behalf of the Owner Trustee (in such capacity, the “Trust Agent”).
ADMINISTRATION AGREEMENT among ONYX ACCEPTANCE OWNER TRUST 2005-B, as Issuer, ONYX ACCEPTANCE CORPORATION, as Administrator, ONYX ACCEPTANCE FINANCIAL CORPORATION, as Seller, and JPMORGAN CHASE BANK, N.A. as Indenture Trustee and Trust Agent Dated as...Administration Agreement • July 26th, 2005 • Onyx Acceptance Owner Trust 2005-B • Asset-backed securities • New York
This ADMINISTRATION AGREEMENT, dated as of July 21, 2005, is among ONYX ACCEPTANCE OWNER TRUST 2005-B (the “Issuer”), ONYX ACCEPTANCE CORPORATION (“Onyx” or in its capacity as administrator, the “Administrator”), ONYX ACCEPTANCE FINANCIAL CORPORATION (the “Seller”) and JPMORGAN CHASE BANK, N.A., not in its individual capacity but solely as Indenture Trustee (the “Indenture Trustee”), and Trust Agent (“Trust Agent”).
ONYX ACCEPTANCE CORPORATION ONYX ACCEPTANCE FINANCIAL CORPORATION $900,000,000 Notes, Series 2005-B Onyx Acceptance Owner Trust 2005-B UNDERWRITING AGREEMENTUnderwriting Agreement • July 26th, 2005 • Onyx Acceptance Owner Trust 2005-B • Asset-backed securities • New York
INSURANCE AND REIMBURSEMENT AGREEMENTInsurance and Reimbursement Agreement • July 26th, 2005 • Onyx Acceptance Owner Trust 2005-B • Asset-backed securities • New York
THIS INSURANCE AND REIMBURSEMENT AGREEMENT (the “Insurance Agreement”) is made as of July 21, 2005 among Financial Guaranty Insurance Company, a New York stock insurance company (“FGIC”), Onyx Acceptance Financial Corporation (the “Seller”), Onyx Acceptance Corporation, in its individual capacity (“Onyx”), and as servicer (in such capacity, together with its successors and assigns, including without limitation any successor servicer appointed pursuant to the Sale and Servicing Agreement (as defined below), the “Servicer”), and, with respect to Section 4.03 hereof, JPMorgan Chase Bank, N.A. (the “Indenture Trustee”)
PURCHASE AGREEMENT between ONYX ACCEPTANCE CORPORATION, as Seller and ONYX ACCEPTANCE FINANCIAL CORPORATION, as Purchaser dated as of July 21, 2005Purchase Agreement • July 26th, 2005 • Onyx Acceptance Owner Trust 2005-B • Asset-backed securities • New York
This PURCHASE AND SALE AGREEMENT (this “Agreement”), dated as of July 21, 2005, is entered into between ONYX ACCEPTANCE CORPORATION, a Delaware corporation, as seller (the “Seller” or “Onyx”) and ONYX ACCEPTANCE FINANCIAL CORPORATION, a Delaware corporation, as purchaser (the “Purchaser”).
