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                                                                  EXHIBIT 10.108

                                                                  EXECUTION COPY


              AMENDED AND RESTATED TRIPLE-A ONE SECURITY AGREEMENT

         AMENDED AND RESTATED TRIPLE-A ONE SECURITY AGREEMENT, dated as of
September 4, 1998, among ONYX ACCEPTANCE FINANCIAL CORPORATION, a Delaware
corporation ("Finco"), TRIPLE-A ONE FUNDING CORPORATION, a Delaware corporation
("Triple-A One"), and CAPITAL MARKETS ASSURANCE CORPORATION, a New York stock
insurance company as collateral agent on behalf of and for the benefit of
Triple-A One (in such capacity, the "Collateral Agent").

                              W I T N E S S E T H :

         WHEREAS, Triple-A One issues CP Notes or borrows from the Banks under
the Liquidity Agreement and with the proceeds thereof makes Triple-A One Loans
to Finco for the purpose of purchasing Contracts;

         WHEREAS, as a condition precedent to the Triple-A One Credit Agreement
Finco executed and delivered this Triple-A One Security Agreement to the
Collateral Agent for the benefit of Triple-A One; and

         WHEREAS, the parties hereto wish to amend and restate this Triple-A One
Security Agreement as hereinafter provided;

         NOW, THEREFORE, in consideration of the premises and to induce Triple-A
One to make its Triple-A One Loans to Finco under the Triple-A One Credit
Agreement, Finco hereby agrees with the Collateral Agent as follows:

SECTION 1.        Defined Terms.

         (a)      As used in this Triple-A One Security Agreement or any
                  certificate or other document made or delivered pursuant
                  hereto, the capitalized terms used herein and therein shall,
                  unless otherwise defined herein, have the meanings assigned to
                  them in the Amended and Restated Definitions List dated as of
                  the date hereof that refers to this Triple-A One Security
                  Agreement, which is incorporated herein by reference (the
                  "Definitions List").

         (b)      As used herein and in any certificate or other document made
                  or delivered pursuant hereto, accounting terms not defined in
                  the Definitions List and accounting terms partly defined in
                  the Definitions List to the extent not defined, shall have the
                  respective meanings given to them under GAAP.




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         (c)      The words "hereof", "herein" and "hereunder" and words of
                  similar import when used in this Triple-A One Security
                  Agreement shall refer to this Triple-A One Security Agreement
                  as a whole and not to any particular provision of this
                  Triple-A One Security Agreement, and paragraph references are
                  to this Triple-A One Security Agreement unless otherwise
                  specified.

         (d)      Capitalized terms used herein shall be equally applicable to
                  both the singular and plural forms of such terms.

         (e)      The following terms that are defined in the UCC are used
                  herein as so defined: Chattel Paper, Documents, Equipment,
                  General Intangibles, Instruments and Proceeds.

SECTION  2. Grant of Security Interest. As collateral security for the prompt
         and complete payment and performance when due (whether at the stated
         maturity, by acceleration or otherwise) of the Obligations, Finco
         hereby assigns, pledges, grants, conveys, transfers, delivers and sets
         over to the Collateral Agent for its benefit and for the ratable
         benefit of the holders of the Obligations a security interest in all
         Finco's right, title and interest in, to and under the following,
         whether now owned or hereafter acquired, in each case only as related
         to the Purchased Contracts (collectively, the "Collateral"). For
         further clarification, all Collateral as heretofore described in this
         Section 2 shall relate to and be in respect of Purchased Contracts as
         defined herein, subject to any and all provisos, as applicable,
         expressly included in the definition thereof.

         (a)      all chattel paper, including, without limitation, the
                  Purchased Contracts and other contracts related to the
                  Purchased Contracts (as the same may be amended, modified,
                  supplemented, restated or replaced from time to time) and
                  amounts paid or payable with respect thereto;

         (b)      all Files (including all Dealer Assignments) and Contract
                  Lists, and all right, title and interest of Finco in and to
                  the documents, agreements and instruments included in the
                  Files, including, without limitation, rights of recourse of
                  Finco against Vehicle Dealers;

         (c)      all Insurance Policies and all rights of Finco in all
                  Insurance Policies;

         (d)      all security interests, Liens, guaranties, mortgages and other
                  encumbrances in favor of or assigned or transferred to Finco
                  in and to Contracts and Vehicles, and all accessions thereto
                  and replacements thereof, and in any other property in which a
                  security interest is assigned or transferred to Finco;



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         (e)      all of Finco's Equipment and Inventory, general ledger sheets,
                  files, records, books of account, invoices, bills,
                  certificates or documents of ownership, bills of sale,
                  business papers, correspondence, tapes, cards, computer tapes
                  and all other data and data storage systems (whether in the
                  possession of Finco or any other Person) relating to any of
                  the foregoing;

         (f)      all deposit accounts, moneys, deposits, funds, accounts and
                  instruments relating to the foregoing;

         (g)      each Lock-Box, the funds on deposit in the Clearing Account
                  pursuant to Section 5(d) hereof, the Collection Account
                  (including, without limitation, all funds at any time on
                  deposit therein and all Permitted Investments in which such
                  funds may at any time be invested);

         (h)      the Sale Agreement and all other Operative Documents to which
                  Finco is a party, including, without limitation, all rights of
                  Finco to amounts due or to become due under or in connection
                  with such agreements;

         (i)      any Hedge Agreement;

         (j)      all rights in and to the On-Line Service Agreement; and

         (k)      to the extent not otherwise included, all Proceeds and
                  products of any and all of the foregoing.

SECTION 3.        Bank Accounts; Possession of Contracts and Files.

         (a)      Subject to the Collection Account Agreement and the Lock-Box
                  Agreements, the Collateral Agent shall have sole dominion and
                  control over the Bank Accounts, and no other Person shall have
                  any right of withdrawal therefrom.

         (b)      The Collateral Agent shall have the right to hold the
                  Purchased Contracts. The Collateral Agent may in its sole
                  discretion, designate the Servicer or any other Person, as
                  custodian and bailee of the Collateral Agent, to hold the
                  Purchased Contracts. For so long as the Custodian Agreement is
                  in effect, the Custodian shall hold the Purchased Contracts.
                  Thereafter, unless otherwise instructed by the Collateral
                  Agent, Finco shall hold the Purchased Contracts as custodian
                  and bailee of the Collateral Agent. To the extent required to
                  service the Purchased Contracts in accordance with the Sale
                  Agreement, the Custodian or Finco, as the case may be, may
                  release the Purchased Contracts and Files to the Servicer, to
                  be held by the Servicer as custodian and bailee of the
                  Collateral Agent during the Servicer's possession thereof. The
                  Servicer shall promptly return all such Purchased Contracts
                  



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                  and Files to the Custodian or Finco, as the case may be, or
                  any such other Person as the Collateral Agent shall direct
                  when possession thereof by the Servicer is no longer required
                  for servicing such Purchased Contracts in accordance with the
                  Sale Agreement. In addition, the Servicer shall return the
                  Purchased Contracts to the Custodian, Finco, the Collateral
                  Agent or any such other person as the Collateral Agent shall
                  direct at any time upon receipt of a request from the
                  Collateral Agent to such effect.

SECTION  4. Daily Procedures and Distributions of Collections Prior to the
         Commitment Termination Date. On each Business Day prior to the
         Commitment Termination Date:

         (a)      Deposits.

                  (i)      the Servicer and Finco shall transfer to the Clearing
                           Account (A) all Collections received on such day in
                           the Lock-Boxes and (B) all Collections received by
                           the Servicer or Finco in any other manner on the
                           previous Business Day;

                  (ii)     Finco shall transfer to the Collection Account all
                           Collections received in the Clearing Account within
                           one Business Day after such Collections are received
                           in the Clearing Account;

                  (iii)    if a payment of the principal of the Triple-A One
                           Loans is required on such Business Day pursuant to
                           subsection 2.4 of the Triple-A One Credit Agreement,
                           Finco shall deposit the amount required into the
                           Collection Account; and

                  (iv)     the Servicer shall transfer to a sub-account of the
                           Collection Account (the "Accrued Costs and Interest
                           Sub-Account") on such Business Day an amount equal to
                           the sum of the Accrued Facilities Costs Amount and
                           the Accrued Interest Amount for such day.

Until the transfers set forth in Section 4(a)(i), (ii) and (iii) are made, Finco
and the Servicer shall hold in trust for the benefit of Finco and Triple-A One
all such amounts and Collections and shall not commingle such amounts and
Collections with other funds of the Servicer or Finco other than funds of the
Servicer or Finco in the Lock-Boxes and the Clearing Account.

         (b)      Distributions. The Servicer shall make distributions from
                  amounts on deposit in the Collection Account for the following
                  purposes in the following order of priority, in each case to
                  the extent such amounts are due and payable on such Business
                  Day and to the Person entitled thereto:



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                  (i)      an amount necessary to cure any Borrowing Base
                           Deficiency shall be transferred to the Triple-A One
                           Account and applied to reduce the principal of the
                           Triple-A One Note;

                  (ii)     an amount equal to the Servicing Fee;

                  (iii)    an amount equal to interest on the Triple-A One Loans
                           (from the Accrued Costs and Interest Sub-Account) and
                           on the Seller Notes, pro rata according to the
                           respective amounts of interest due on the Triple-A
                           One Loans and Seller Notes;

                  (iv)     from Accrued Costs and Interest Sub-Account, an
                           amount equal to Facilities Costs;

                  (v)      an amount equal to the principal of the Triple-A One
                           Loans prepaid or required to be prepaid on such
                           Business Day pursuant to subsection 2.4(a) or (b) of
                           the Triple-A One Credit Agreement;

                  (vi)     an amount equal to interest on all unreimbursed
                           drawings under the Surety Bonds;

                  (vii)    an amount equal to all unreimbursed drawings under
                           the Surety Bonds;

                  (viii)   an amount equal to the sum of the Finco Expenses and
                           all other Obligations;

                  (ix)     for the purchase of Contracts pursuant to the Sale
                           Agreement;

                  (x)      an amount equal to interest and principal due on the
                           Subordinated Note; and

                  (xi)     an amount equal to all remaining amounts in the
                           Collection Account for other duly authorized
                           corporate purposes of Finco.

provided, however, that, on any Business Day, no distribution shall be made
pursuant to (ix) or (x) above if the conditions set forth in Section 3.2 of the
Sale Agreement have not been satisfied.


         (c)      Disbursement Sub-Account. Amounts on deposit in the
                  Disbursement Sub-Account shall be released in such amounts and
                  at such times as are set forth in Section 4.3 of the Triple-A
                  One Credit Agreement.


         (d)      Permitted Investments. Amounts on deposit in the Accrued Costs
                  and Interest Sub-Account and the Disbursement Sub-Account of
                  the Collection 



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                  Account may be invested in Permitted Investments, provided
                  that such Investments shall be selected so that the maturity
                  dates thereof correspond to the dates on which such amounts
                  are required to be distributed in accordance with the
                  provisions of Section 4(b).

SECTION  5. Daily Procedures and Distributions of Collections on each
         Liquidation Day. On each Liquidation Day:

         (a)      Deposits.

                  (i)      the Servicer and Finco shall transfer to the Clearing
                           Account (A) all Collections received on such day in
                           the Lock-Boxes and (B) all Collections received by
                           the Servicer or Finco in any other manner on the
                           previous Business Day;

                  (ii)     Finco shall transfer to the Collection Account all
                           Collections received in the Clearing Account within
                           one Business Day after such Collections are received
                           in the Clearing Account;

                  (iii)    Finco shall deposit all amounts received by Finco in
                           respect of any Hedge Agreement into the Collection
                           Account. Until such transfers are made, Finco and the
                           Servicer shall hold in trust for the benefit of Finco
                           and Triple-A One all such amounts and Collections and
                           shall not commingle such amounts and Collections with
                           other funds of the Servicer or Finco other than funds
                           in the Lock-Boxes and the Clearing Account.

         (b)      Distributions. The Servicer shall make distributions from
                  amounts on deposit in the Collection Account for the following
                  purposes in the following order of priority, in each case to
                  the extent such amounts are due and payable on such day and to
                  the Person entitled thereto:

                           first, an amount equal to interest on the Triple-A
                  One Loans and the Seller Note, pro rata according to the
                  respective amounts of interest due on the Triple-A One Loans
                  and Seller Note;

                           second, an amount equal to Facilities Costs;

                           third, an amount equal to the principal of the
                  Triple-A One Loans required to be prepaid pursuant to
                  subsection 2.4(c) of the Triple-A One Credit Agreement;

                           fourth, an amount equal to interest on all
                  unreimbursed drawings under the Surety Bonds;



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                           fifth, an amount equal to all unreimbursed drawings
                  under the Surety Bonds;

                           sixth, an amount equal to the principal of the Seller
                  Note;

                           seventh, an amount equal to the sum of all Finco
                  Expenses and all other Obligations;

                           eighth, an amount equal to the principal of and
                  interest due on the Subordinated Note;

                           ninth, an amount equal to the Servicing Fee; and

                           tenth, all remaining amounts to Finco, or to such
                  Persons and in such amounts as a court of competent
                  jurisdiction may direct.

         (c)      Permitted Investments. Amounts on deposit in the Accrued Costs
                  and Interest Sub-Account and the Disbursement Sub-Account of
                  the Collection Account may be invested in Permitted
                  Investments, provided that such Investments shall be selected
                  so that the maturity dates thereof correspond to the dates on
                  which such amounts are required to be distributed in
                  accordance with the provisions of Section 5(b).

         (d)      Clearing Account. The Clearing Account is a general clearing
                  account held by and in the name of Finco into which
                  Collections as well as collections on other assets are
                  deposited. The parties hereto agree and acknowledge that (i)
                  any Collections transferred to the Clearing Account prior to
                  the transfer of such Collections to the Collection Account
                  will be subject at all times to the security interest of
                  Triple-A One created hereunder and (ii) that the balance in
                  the Clearing Account may not at any time fall below the amount
                  deposited representing Collections which have not been
                  transferred to the Collection Account. Finco hereby
                  represents, warrants, covenants and agrees that it shall not
                  move the Clearing Account set forth in Exhibit E to the Sale
                  Agreement or modify, amend or waive any term of the Clearing
                  Account Agreement without (a) providing for a successor
                  Clearing Account, (b) notifying the Collateral Agent 10 days
                  prior to such change and (c) causing such new Clearing Account
                  to operate in the manner described herein.

SECTION  6.       Rights of Collateral Agent; Limitations on Collateral
                  Agent's Obligations.

         (a)      Collateral Agent Not Liable under Contracts. The Collateral
                  Agent shall not have any obligation or liability under any
                  Contract by reason of or 



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                  arising out of this Triple-A One Security Agreement or the
                  receipt by the Collateral Agent of any payment relating to
                  such Contract, nor shall the Collateral Agent be obligated in
                  any manner to perform any such obligations under or pursuant
                  to any Contract, to make any payment, to make any inquiry as
                  to the nature or the sufficiency of any payment received by it
                  or as to the sufficiency of any performance by any party under
                  any Contract, to present or file any claim, to take any action
                  to enforce any performance or to collect the payment of any
                  amounts which may have been assigned to it or to which it may
                  be entitled at any time or times.

         (b)      Notice to Obligors. At any time upon the request of the
                  Collateral Agent, Finco shall notify the Obligors that the
                  Contracts have been assigned to the Collateral Agent and that
                  payments in respect thereof shall be made directly to the
                  Collateral Agent. The Collateral Agent may in its own name or
                  in the name of others communicate with the Obligors to verify
                  with them to its satisfaction the existence, amount and terms
                  of any Purchased Contracts.

         (c)      Analysis of Contracts. The Collateral Agent shall have the
                  right to make test verifications of the Contracts in any
                  manner and through any medium that it considers advisable, and
                  Finco shall furnish all such assistance and information as the
                  Collateral Agent may require in connection therewith. In
                  addition, at any time and from time to time, upon the
                  Collateral Agent's request and at the expense of Finco, Finco
                  shall cause independent public accountants or others
                  satisfactory to the Collateral Agent to furnish to the
                  Collateral Agent reports showing reconciliations, aging and
                  test verifications of, and trial balances for, the Contracts.


         (d)      Proceeds. Subject to the provisions of Section 4(a) and 5(a),
                  any Proceeds, when collected by Finco, shall be forthwith
                  deposited by Finco in the exact form received, duly endorsed
                  by Finco to the Collateral Agent if required, in the
                  Collection Account, subject to withdrawal by the Collateral
                  Agent only, and, until so turned over, shall be held by Finco
                  in trust for the Collateral Agent. Such Proceeds shall
                  continue to be collateral security for all of the Obligations
                  and shall not constitute payment thereof until applied as
                  hereinafter provided. The Collateral Agent shall apply all or
                  any part of the funds on deposit in the Collection Account in
                  accordance with Sections 4 and 5 hereof. Upon the request of
                  the Collateral Agent, Finco shall deliver or cause to be
                  delivered to the Collateral Agent all Files relating to the
                  Purchased Contracts, including original and other documents
                  evidencing, and relating to, the transactions which created
                  the Purchased Contracts, including, without limitation, all
                  original orders, invoices, receipts and similar documents.



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         (e)      Document Delivery. In connection with the security interest
                  granted herein, on or prior to each date on which a Triple-A
                  One Loan is disbursed from the Disbursement Sub-Account, Finco
                  shall have received from the Seller the original Contract and
                  complete Files relating to each Contract for which such
                  Triple-A One Loan was made on such date. Finco shall hold such
                  Contracts and Files for the benefit of the Collateral Agent,
                  and, upon request of the Collateral Agent, Finco shall deliver
                  such Contracts and Files to the Collateral Agent or to such
                  Person as the Collateral Agent may designate in its sole
                  discretion. In addition, Finco shall mark the following
                  notation on the computer tape for such Contract and File: "The
                  Contracts herein have been pledged to secure the debt of Finco
                  to Triple-A One Funding Corporation, and its successors and
                  assigns pursuant to that certain Amended and Restated Triple-A
                  One Security Agreement dated as of September 4, 1998 among
                  Triple-A One Funding Corporation, Finco and Capital Markets
                  Assurance Corporation, as Collateral Agent".

SECTION  7.       Representations and Warranties. Finco hereby represents and
                  warrants that:

         (a)      Title; No Other Liens. Except for the Lien granted to the
                  Collateral Agent pursuant to this Triple-A One Security
                  Agreement and the other Liens permitted pursuant to any of the
                  other Operative Documents, Finco owns each item of the
                  Collateral free and clear of any and all Liens or claims of
                  others. No security agreement, financing statement or other
                  public notice with respect to all or any part of the
                  Collateral is on file or of record in any public office,
                  except such as may have been filed in favor of the Collateral
                  Agent pursuant to this Triple-A One Security Agreement or as
                  may be permitted pursuant to the Triple-A One Credit
                  Agreement.

         (b)      Perfected First Priority Liens. The Liens granted pursuant to
                  this Triple-A One Security Agreement constitute perfected
                  first priority Liens on the Collateral in favor of the
                  Collateral Agent and are enforceable as such against all
                  creditors of and purchasers from Finco and, in the case of any
                  Collateral constituting fixtures, against any owner or
                  purchaser of the real property where any of the Equipment is
                  located and any present or future creditor obtaining a Lien on
                  such real property.

         (c)      Chief Executive Office. Finco's chief executive office and
                  chief place of business is located at 8001 Irvine Center
                  Drive, Irvine, California 92618.

         (d)      Locations. All Collateral is located at the addresses listed
                  on Schedule 7(d) hereto.



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SECTION  8.       Covenants. Finco covenants and agrees with the Collateral
                  Agent that until the Obligations are paid in full and the
                  Triple-A One Commitment is terminated:

         (a)      Further Documentation; Pledge of Instruments. At any time and
                  from time to time, upon the written request of the Collateral
                  Agent, and at the sole expense of Finco, Finco will promptly
                  and duly execute and deliver such further instruments and
                  documents and take such further action as the Collateral Agent
                  may request for the purpose of obtaining or preserving the
                  full benefits of this Triple-A One Security Agreement and of
                  the rights and powers herein granted, including, without
                  limitation, the filing of any financing or continuation
                  statements under the UCC with respect to the Liens created
                  hereby, including all steps necessary to maintain perfection
                  of the security interest of Finco in each Vehicle. Finco also
                  hereby authorizes the Collateral Agent to file any such
                  financing or continuation statement without the signature of
                  Finco to the extent permitted by applicable law. If any amount
                  payable under or in connection with any of the Collateral
                  shall be or become evidenced by any additional promissory
                  note, other Instrument or Chattel Paper, such note, Instrument
                  or Chattel Paper shall be immediately delivered to the
                  Collateral Agent or such other person as the Collateral Agent
                  in its sole discretion may designate, duly endorsed in a
                  manner satisfactory to the Collateral Agent, to be held as
                  Collateral pursuant to this Triple-A One Security Agreement.

         (b)      Indemnification. Finco will pay, and save the Collateral Agent
                  harmless from, any and all liabilities, costs and expenses
                  (including, without limitation, legal fees and expenses) (i)
                  with respect to, or resulting from, any delay in paying, any
                  and all excise, sales or other taxes which may be payable or
                  determined to be payable with respect to any of the
                  Collateral, (ii) with respect to, or resulting from, any delay
                  in complying with any Requirement of Law applicable to any of
                  the Collateral or (iii) in connection with any of the
                  transactions contemplated by this Triple-A One Security
                  Agreement. In any suit, proceeding or action brought by the
                  Collateral Agent in respect of any Contract for any sum owing
                  thereunder, or to enforce any provisions of any Contract,
                  Finco will save, indemnify and keep the Collateral Agent
                  harmless from and against all expense, loss or damage suffered
                  by reason of any defense, setoff, counterclaim, recoupment or
                  reduction or liability whatsoever of the account debtor or
                  obligor thereunder, arising out of a breach by Finco of any
                  obligation thereunder or arising out of any other agreement,
                  indebtedness or liability at any time owing to or in favor of
                  such account debtor or obligor or its successors from Finco.
                  Notwithstanding the foregoing, the parties hereto hereby agree
                  that under no circumstances shall Finco be liable for, or
                  required to pay any 



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                  amount pursuant to this paragraph (b), resulting from gross
                  negligence or willful misconduct on the part of the Collateral
                  Agent.

         (c)      Maintenance of Records. Finco will keep and maintain, or cause
                  to be maintained by the Servicer, at its own cost and expense
                  satisfactory and complete records of the Collateral,
                  including, without limitation, a record of all payments
                  received and all credits granted with respect to the Purchased
                  Contracts. Finco will mark its books and records pertaining to
                  the Collateral to evidence this Triple-A One Security
                  Agreement and the security interests granted hereby. At any
                  time upon the request of the Collateral Agent, Finco shall,
                  during normal business hours, turn over any books and records
                  to the Collateral Agent or to its representatives that the
                  Collateral Agent shall so request.

         (d)      Right of Inspection. The Collateral Agent shall at all times
                  have full and free access during normal business hours to all
                  the books, correspondence and records of Finco and to all
                  Contracts and Files held by Finco, and the Collateral Agent or
                  its representatives may examine the same, take extracts
                  therefrom and make photocopies thereof, and Finco agrees to
                  render to the Collateral Agent, at Finco's cost and expense,
                  such clerical and other assistance as may be reasonably
                  requested with regard thereto.

         (e)      Compliance with Laws, etc. Finco will comply with all
                  Requirements of Law applicable to the Collateral or any part
                  thereof or to the operation of Finco's business; provided,
                  however, that Finco may contest any Requirement of Law in any
                  reasonable manner which shall not, in the sole opinion of the
                  Collateral Agent, adversely affect the Collateral Agent's
                  rights or the priority of its Liens on the Collateral.

         (f)      Compliance with Terms of Contracts, etc. Finco will perform
                  and comply with all its obligations under the Purchased
                  Contracts and all its other Contractual Obligations relating
                  to the Collateral.

         (g)      Payment of Obligations. Finco will pay promptly when due all
                  taxes, assessments and governmental charges or levies imposed
                  upon the Collateral or in respect of its income or profits
                  therefrom, as well as all claims of any kind (including,
                  without limitation, claims for labor, materials and supplies)
                  against or with respect to the Collateral, except that no such
                  charge need be paid if (i) the validity thereof is being
                  contested in good faith by appropriate proceedings, (ii) such
                  proceedings do not involve any danger of the sale, forfeiture
                  or loss of any of the Collateral or any interest therein and
                  (iii) such charge is adequately reserved against on Finco's
                  books in accordance with GAAP.



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         (h)      Limitation on Liens on Collateral. Finco will not create,
                  incur or permit to exist, will defend the Collateral against,
                  and will take such other action as is necessary to remove, any
                  Lien or claim on or to the Collateral, other than the Liens
                  created hereby and other than as permitted pursuant to the
                  Triple-A One Credit Agreement, and will defend the right,
                  title and interest of the Collateral Agent in and to any of
                  the Collateral against the claims and demands of all Persons
                  whomsoever.

         (i)      Limitations on Dispositions of Collateral. Finco will not
                  sell, transfer, lease or otherwise dispose of any of the
                  Collateral, or attempt, offer or contract to do so.


         (j)      Limitations on Modifications, Waivers, Extensions of
                  Contracts. Finco will not, and will not permit any other
                  Person to, (i) amend, modify, terminate or waive any provision
                  of any Purchased Contract in any manner which could have an
                  adverse effect on the value of such Purchased Contract as
                  Collateral except in accordance with clause (k) of this
                  Section 8, (ii) fail to exercise promptly and diligently each
                  and every right which it may have under each Purchased
                  Contract, (iii) fail to deliver to the Collateral Agent, upon
                  the request of the Collateral Agent, a copy of each demand,
                  notice or document received by it relating in any way to any
                  Purchased Contract, (iv) fail to deliver to the Collateral
                  Agent a copy of each demand, notice or document sent to each
                  Obligor; and (v) act otherwise than in accordance with the
                  Credit and Collection Policy.

         (k)      Limitations on Discounts, Compromises, Extensions of
                  Contracts. Other than pursuant to the Credit and Collection
                  Policy, Finco will not, and will not permit any other Person
                  to, grant any extension of the time of payment of any of the
                  Purchased Contracts, compromise, compound or settle the same
                  for less than the full amount thereof, release, wholly or
                  partially, any Person liable for the payment thereof, or allow
                  any credit or discount whatsoever thereon.

         (l)      Maintenance of Equipment. Finco will maintain each item of
                  Equipment in good operating condition, ordinary wear and tear
                  and immaterial impairments of value and damage by the elements
                  excepted, and will provide all maintenance, service and
                  repairs necessary for such purpose.

         (m)      Further Identification of Collateral. Finco will furnish to
                  the Collateral Agent from time to time statements and
                  schedules further identifying and describing the Collateral
                  and such other reports in connection with the Collateral as
                  the Collateral Agent may reasonably request, all in reasonable
                  detail.



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         (n)      Notices. Finco will advise the Collateral Agent promptly, in
                  detail, at its address set forth in the Triple-A One Credit
                  Agreement, (i) of any Lien (other than Liens created or
                  permitted hereby) on, or claim asserted against, any of the
                  Collateral and (ii) of the occurrence of any other event which
                  could have in the reasonable exercise of the judgment of the
                  Collateral Agent a material adverse effect on the Collateral
                  or on the Liens created hereunder.

A copy of any notice delivered to or required to be sent by Finco hereunder
shall be sent by Finco to the holder of the Subordinated Note.

         (o)      Changes in Locations, Name, etc. Finco will not, without
                  providing 30 days prior written notice to the Collateral
                  Agent, Triple-A One and the Program Manager (and, in the case
                  of clause (iv), without the prior written consent of the
                  Collateral Agent), and without filing any UCC financing
                  statements necessary or desirable (in the opinion of Triple-A
                  One or the Program Manager) to maintain the perfection and
                  priority of the Collateral Agent's security interest in the
                  Collateral, as provided for herein (i) change the location of
                  its chief executive office/chief place of business from that
                  specified in Section 7(c) or remove its books and records from
                  such location, (ii) permit any Equipment that it may acquire
                  to be kept at a location other than that specified in Section
                  7(d), (iii) change its name, identity or corporate structure
                  to such an extent that any financing statement filed by the
                  Collateral Agent in connection with this Triple-A One Security
                  Agreement would become misleading or (iv) change the location
                  where the Purchased Contracts and the Files are maintained.

SECTION  9.       Collateral Agent's Appointment as Attorney-in-Fact.

         (a)      Powers. Finco hereby irrevocably constitutes and appoints the
                  Collateral Agent and any officer or agent thereof, with full
                  power of substitution, as its true and lawful attorney-in-fact
                  with full irrevocable power and authority in the place and
                  stead of Finco and in the name of Finco or in its own name,
                  from time to time in the Collateral Agent's discretion, for
                  the purpose of carrying out the terms of this Triple-A One
                  Security Agreement, to take any and all lawful and appropriate
                  action and to execute any and all documents and instruments
                  which may be necessary or desirable to accomplish the purposes
                  of this Triple-A One Security Agreement, and, without limiting
                  the generality of the foregoing, Finco hereby gives the
                  Collateral Agent the power and right, on behalf of Finco,
                  without notice to or assent by Finco, to do the following:

                  (i)      upon the occurrence and during the continuance of any
                           Unmatured Wind-Down Event or Wind-Down Event, in the
                           name of Finco or its 



                                       13


<PAGE>   14


                           own name, or otherwise, to take possession of and
                           endorse and collect any checks, drafts, notes,
                           acceptances or other instruments for the payment of
                           moneys due under any Instrument, General Intangible
                           or Contract and to file any claim or to take any
                           other action or proceeding in any court of law or
                           equity or otherwise deemed appropriate by the
                           Collateral Agent for the purpose of collecting any
                           and all such moneys due under any Instrument, General
                           Intangible or Contract whenever payable;

                  (ii)     to pay or discharge taxes and Liens levied or placed
                           on or threatened against the Collateral; and

                  (iii)    upon the occurrence and during the continuance of any
                           Unmatured Wind-Down Event or Wind-Down Event, (A) to
                           direct any party liable for any payment under any of
                           the Collateral to make payment of any and all moneys
                           due or to become due thereunder directly to the
                           Collateral Agent or as the Collateral Agent shall
                           direct and to notify the Lock-Box Banks to follow the
                           instructions of the Collateral Agent; (B) to ask or
                           demand for, collect, receive payment of and receipt
                           for, any and all moneys, claims and other amounts due
                           or to become due at any time in respect of or arising
                           out of any Collateral; (C) to sign and endorse any
                           invoices, freight or express bills, bills of lading,
                           storage or warehouse receipts, drafts against
                           debtors, assignments, verifications, notices and
                           other documents in connection with any of the
                           Collateral; (D) to commence and prosecute any suits,
                           actions or proceedings at law or in equity in any
                           court of competent jurisdiction to collect the
                           Collateral or any proceeds thereof and to enforce any
                           other right in respect of any Collateral; (E) to
                           defend any suit, action or proceeding brought against
                           Finco with respect to any Collateral; (F) to settle,
                           compromise or adjust any suit, action or proceeding
                           described in clause (E) above and, in connection
                           therewith, to give such discharges or releases as the
                           Collateral Agent may deem appropriate; (G) generally,
                           to sell, transfer, pledge and make any agreement with
                           respect to or otherwise deal with any of the
                           Collateral pursuant to Section 11 hereof as fully and
                           completely as though the Collateral Agent were the
                           absolute owner thereof for all purposes, and to do,
                           at the Collateral Agent's option and Finco's expense,
                           at any time, or from time to time, all lawful acts
                           and things which the Collateral Agent deems necessary
                           to protect, preserve or realize upon the Collateral
                           and the Collateral Agent's Liens thereon and to
                           effect the intent of this Triple-A One Security
                           Agreement, all as fully and effectively as Finco
                           might do; (H) implement the Alternate 



                                       14

<PAGE>   15


                           Servicing Plan; and (I) compel the transfer of
                           Finco's interest in all rights (by license,
                           sublicense or otherwise) of any computer software
                           necessary to collect the Contracts including without
                           limitation, any items on Schedule I hereto.

Finco hereby ratifies all that said attorneys shall lawfully do or cause to be
done by virtue hereof.

         (b)      Other Powers. Finco also authorizes the Collateral Agent, at
                  any time and from time to time, to execute, in connection with
                  the sale provided for in Section 11 hereof, any endorsements,
                  assignments or other instruments of conveyance or transfer
                  with respect to the Collateral.

         (c)      No Duty on Collateral Agent's Part. The powers conferred on
                  the Collateral Agent hereunder are solely to protect the
                  Collateral Agent's interests in the Collateral and shall not
                  impose any duty upon it to exercise any such powers. The
                  Collateral Agent shall be accountable only for amounts that it
                  actually receives as a result of the exercise of such powers,
                  and neither it nor any of its officers, directors, employees
                  or agents shall be responsible to Finco for any act or failure
                  to act hereunder, except for its own gross negligence or
                  willful misconduct.

SECTION  10. Performance by Collateral Agent of Finco's Obligations. If Finco
         fails to perform or comply with any of its agreements contained herein
         and the Collateral Agent, as provided for by the terms of this Triple-A
         One Security Agreement, shall itself perform or comply, or otherwise
         cause performance or compliance, with such agreement, the expenses of
         the Collateral Agent incurred in connection with such performance or
         compliance, together with interest thereon until paid in full at a rate
         per annum equal to the Default Rate, shall be payable by Finco to the
         Collateral Agent on demand and shall constitute Obligations secured
         hereby.

SECTION  11. Remedies. If a Wind-Down Event shall occur and be continuing, the
         Collateral Agent may exercise in addition to all other rights and
         remedies granted to it in this Triple-A One Security Agreement and in
         any other instrument or agreement securing, evidencing or relating to
         the Obligations, all rights and remedies of a secured party under the
         UCC. Without limiting the generality of the foregoing, the Collateral
         Agent, without demand of performance or other demand, presentment,
         protest, advertisement or notice of any kind (except the notice
         specified below of time and place of public or private sale) to or upon
         Finco or any other Person (all and each of which demands, defenses,
         advertisements and notices are hereby waived), may in such
         circumstances forthwith collect, receive, appropriate and realize upon
         the Collateral, or any part thereof, and/or may forthwith sell, lease,
         assign, give an option or options to purchase, or otherwise dispose of
         and deliver said Collateral or any part thereof (or contract to do any
         of 



                                       15

<PAGE>   16


         the foregoing), in one or more parcels at public or private sale or
         sales, at any exchange, broker's board or office of the Collateral
         Agent or elsewhere upon such terms and conditions as it may deem
         advisable and at such prices as it may deem best, for cash or on credit
         or for future delivery without assumption of any credit risk. The
         Collateral Agent shall have the right upon any such public sale or
         sales, and, to the extent permitted by law, upon any such private sale
         or sales, to purchase the whole or any part of said Collateral so sold,
         free of any right or equity of redemption in Finco, which right or
         equity is hereby waived or released. Finco further agrees, at the
         Collateral Agent's request, to assemble the Collateral and the Files
         and make them available to the Collateral Agent at places which the
         Collateral Agent shall select, whether at Finco's premises or
         elsewhere. The Collateral Agent shall apply the net proceeds of any
         such collection, recovery, receipt, appropriation, realization or sale,
         after deducting all costs and expenses of every kind incurred therein
         or incidental to the care or safekeeping of any of the Collateral or in
         any way relating to the Collateral or the rights of the Collateral
         Agent hereunder, including, without limitation, attorneys' fees and
         disbursements, to the payment in whole or in part of the Obligations,
         in such order as the Collateral Agent may elect, and only after such
         application and after the payment by the Collateral Agent of any other
         amount required by any provision of law, including, without limitation,
         Section 9-504(1)(c) of the UCC, need the Collateral Agent account for
         the surplus, if any, to Finco. Subject at all times to the priority of
         the security interest of the Liquidity Banks under the Note Pledge
         Agreement and the powers of the Bank Agent and the Bank Collateral
         Agent on behalf of the Liquidity Banks thereunder and under the other
         Operative Documents, should the Collateral Agent elect to exercise its
         option hereunder to liquidate or otherwise dispose of the Collateral,
         the Collateral Agent shall do so for an amount sufficient to cover the
         amount of the Obligations, all fees, expenses and liabilities hereunder
         and the Subordinated Note. To the extent permitted by applicable law,
         Finco waives all claims, damages, and demands against the Collateral
         Agent arising out of the repossession, retention or sale of the
         Collateral. If any notice of a proposed sale or disposition of
         Collateral shall be required by law, such notice shall be deemed
         reasonably and properly given if given (effective upon dispatch) in any
         manner provided in the Triple-A One Credit Agreement at least 10 days
         before such sale or disposition. Finco shall remain liable for any
         deficiency if the proceeds of any sale or other disposition of the
         Collateral are insufficient to pay the Obligations and the fees and
         disbursements of any attorneys employed by the Collateral Agent to
         collect such deficiency.

SECTION  12. Limitation on Collateral Agent's Duties in Respect of Collateral.
         The Collateral Agent's sole duty with respect to the custody,
         safekeeping and physical preservation of the Collateral in its
         possession, under Section 9-207 of the UCC or otherwise, shall be to
         deal with it in the same manner as the Collateral Agent deals with
         similar property for its own account. Neither the Collateral Agent nor
         any of its directors, officers, employees or agents shall be liable for
         failure to demand, 



                                       16

<PAGE>   17


         collect or realize upon all or any part of the Collateral or for any
         delay in doing so or shall be under any obligation to sell or otherwise
         dispose of any Collateral upon the request of Finco or otherwise.

SECTION  13. Powers Coupled with an Interest. All powers of attorney,
         authorizations and agencies herein contained with respect to the
         Collateral are irrevocable and are powers coupled with an interest.

SECTION  14. Severability. Any provision of this Triple-A One Security Agreement
         which is prohibited 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,
         and any such prohibition or unenforceability in any jurisdiction shall
         not invalidate or render unenforceable such provision in any other
         jurisdiction.

SECTION  15. Assignment to Banks and Surety Provider. Finco does hereby
         acknowledge the pledge by Triple-A One of the Liquidity Pledged
         Collateral as security under the Note Pledge Agreement. Finco hereby
         waives its rights under Section 9-112 of the UCC, including without
         limitation all rights under Sections 9-502(2), 9-504(1), 9-208, 9-505,
         9-506, 9-507(1) and 9-208(2) of the UCC otherwise granted to it
         pursuant to Section 9-112 of the UCC.

SECTION  16. Triple-A One Surety Bond. Triple-A One hereby assigns to the
         Collateral Agent the right of Triple-A One to make drawings under the
         Surety Bond naming Triple-A One as beneficiary. The Collateral Agent
         hereby agrees to make, on a timely basis, all drawings (including,
         without limitation, drawings in respect of any Avoided Payment, as such
         term is defined in such Surety Bond) permitted to be made by delivery
         of a Notice for Payment under such Surety Bond.

SECTION  17. Section and Paragraph Headings. The section and paragraph headings
         used in this Triple-A One Security Agreement are for convenience of
         reference only and are not to affect the construction hereof or be
         taken into consideration in the interpretation hereof.

SECTION  18. No Waiver; Cumulative Remedies. The Collateral Agent shall not by
         any act (except pursuant to the execution of a written instrument
         pursuant to Section 19 hereof), delay, indulgence, omission or
         otherwise be deemed to have waived any right or remedy hereunder or to
         have acquiesced in any Unmatured Wind-Down Event or Wind-Down Event or
         in any breach of any of the terms and conditions hereof. No failure to
         exercise, nor any delay in exercising, on the part of the Collateral
         Agent, any right, power or privilege hereunder shall operate as a
         waiver thereof. No single or partial exercise of any right, power or
         privilege hereunder shall preclude any other or further exercise
         thereof or the exercise of any other right, power or privilege. A
         waiver by the Collateral Agent of any right or remedy 



                                       17

<PAGE>   18


         hereunder on any one occasion shall not be construed as a bar to any
         right or remedy which the Collateral Agent would otherwise have on any
         future occasion. The rights and remedies herein provided are
         cumulative, may be exercised singly or concurrently and are not
         exclusive of any rights or remedies provided by law.

SECTION  19. Waivers and Amendments; Successors and Assigns. None of the terms
         or provisions of this Triple-A One Security Agreement may be waived,
         amended, supplemented or otherwise modified except by a written
         instrument executed by Finco and the Collateral Agent and with prior
         written notice thereof to S&P and Moody's. This Triple-A One Security
         Agreement shall be binding upon the successors and assigns of Finco and
         shall inure to the benefit of the Collateral Agent and its successors
         and assigns.

SECTION  20. Integration. This Triple-A One Security Agreement represents the
         agreement of Finco with respect to the subject matter hereof, and there
         are no promises, undertakings, representations or warranties by the
         Collateral Agent relative to subject matter hereof not expressly set
         forth or referred to herein or in the other Operative Documents.

SECTION  21. Counterparts. This Triple-A One Security Agreement may be executed
         by one or more of the parties to this Triple-A One Security Agreement
         on any number of separate counterparts, and all of said counterparts
         taken together shall be deemed to constitute one and the same
         instrument.

SECTION  22. GOVERNING LAW. THIS TRIPLE-A ONE SECURITY AGREEMENT AND THE RIGHTS
         AND OBLIGATIONS OF FINCO UNDER THIS TRIPLE-A ONE SECURITY AGREEMENT
         SHALL BE GOVERNED BY, AND CONSTRUED AND INTERPRETED IN ACCORDANCE WITH,
         THE LAW OF THE STATE OF NEW YORK.

SECTION 23.       Termination and Release.

         (a)      This Triple-A One Security Agreement and the security
                  interests created or granted hereby shall remain in full force
                  and effect until the indefeasible payment in full in cash of
                  all of the Obligations, at which time, following the receipt
                  by the Collateral Agent of written notice from the Program
                  Manager that such Obligations have been so paid, the security
                  interest created or granted hereby shall terminate and the
                  Collateral Agent shall, at the sole expense of Finco, execute
                  and deliver such documents and instruments (including without
                  limitation UCC termination statements) necessary to evidence
                  the termination of such security interest, as Finco `may
                  reasonably request.



                                       18

<PAGE>   19


         (b)      (i) Finco Request for Release. Finco intends from time to time
                  to sell Purchased Contracts and other related Collateral to
                  (x) entities which will then privately or publicly sell
                  securities backed by such Purchased Contracts and Collateral,
                  (y) in whole loan bulk sales to unaffiliated third parties or
                  (z) in whole loan bulk sales to Onyx Acceptance Funding
                  Corporation, in each case, for a cash purchase price of not
                  less than the aggregate Outstanding Balance of such Purchased
                  Contracts plus accrued and unpaid interest thereon.
                  Notwithstanding anything to the contrary in Sections 6.4, 6.5,
                  and 6.16 of the Triple-A One Credit Agreement, Finco shall be
                  permitted to sell Purchased Contracts pursuant to the
                  foregoing provisions only upon satisfaction of the following
                  conditions precedent:


                           (A) sales pursuant to clause (x) shall occur no more
                  frequently than once each calendar quarter;

                           (B) sales pursuant to clause (y) shall occur no more
                  frequently than once each calendar quarter;

                           (C) sales pursuant to clause (z) shall occur no more
                  frequently than once each month;

                           (D) sales pursuant to clause (y) shall occur
                  contemporaneously with sales pursuant to clause (x);

                           (E) sales pursuant to clauses (x) and (y) shall not
                  be to any entity which is a direct competitor of CapMAC or
                  MBIA Insurance Corporation, including, without limitation,
                  Ambac Assurance Corporation, Financial Security Assurance
                  Corporation, Financial Guaranty Insurance Corporation or any
                  affiliate thereof;

                           (F) the aggregate Outstanding Balances of the
                  Purchased Contracts sold by Finco in each such sale pursuant
                  to clause (y) shall not exceed 20% of the aggregate
                  Outstanding Balances of the Purchased Contracts then owned by
                  Finco, without the prior written consent of the Program
                  Manger;

                           (G) the aggregate Outstanding Balances of the
                  Purchased Contracts sold by Finco in each such sale pursuant
                  to clause (z) shall not exceed 35% of the aggregate
                  Outstanding Balances of the Purchased Contracts then owned by
                  Finco, without the prior written consent of the Program
                  Manger;

                           (H) in no event shall the aggregate Outstanding
                  Balances of Purchased Contracts sold by Finco during any
                  calendar quarter pursuant to 



                                       19

<PAGE>   20


                  clauses (y) and (z) together exceed 35% of the weighted
                  average daily aggregate Outstanding Balances of all Purchased
                  Contracts owned by Finco during such calendar quarter without
                  the prior written consent of the Program Manger;

                           (I) each of the Seller and Finco shall be in
                  compliance with all of its covenants in the Operative
                  Documents; and

                           (J) The Program Manager shall have received copies of
                  all documents executed in connection with such sale.

                  The proceeds of all sales by Finco pursuant to clauses (x),
                  (y) and (z) above shall be applied to prepay the Triple-A One
                  Note and the Subordinated Note. Upon not less than 5 Business
                  Days' prior written notice to the Collateral Agent, Finco may
                  request that specified Purchased Contracts and other related
                  Collateral be released in connection with such sales and the
                  prepayment of the Triple-A One Note as provided in Section
                  2.4(b) of the Triple-A One Credit Agreement. In connection
                  with such request, Finco shall execute and deliver to the
                  Collateral Agent a Lien Release Request Certificate in the
                  form attached hereto as Exhibit A. In selecting the Purchased
                  Contracts enumerated in its Lien Release Request Certificate
                  delivered to the Collateral Agent pursuant hereto, Finco shall
                  employ selection procedures which are not adverse to the
                  interests of Triple-A One or the Collateral Agent. Finco shall
                  deliver to the Program Manager (i) monthly servicer reports
                  for all Contracts serviced but not owned by Onyx aggregated by
                  portfolio and owner and (ii) copies of all material
                  amendments, waivers or modifications to any documents executed
                  in connection with the sale of Purchased Contracts by Finco.

                           (ii) Collateral Agent Release. Upon receipt of an
                  amount in immediately available funds equal to the sum of the
                  principal amount of such prepayment, all interest accrued
                  thereon to the day of such prepayment and unpaid and all other
                  Obligations of Finco and the Seller accrued to the date of
                  such prepayment and unpaid under any Operative Document, to be
                  paid by Finco from the Collection Account pursuant to Section
                  4(b) hereof, the Collateral Agent shall, at the sole expense
                  of Finco, execute and deliver a Collateral Agent Lien Release
                  Certificate in the form attached hereto as Exhibit B which
                  shall evidence the release of its security interest in
                  Purchased Contracts having an Outstanding Balance equal to the
                  principal amount of the Triple-A One Note being prepaid
                  divided by the Net Advance Rate on such day.



                                       20

<PAGE>   21


                           (iii) Documents and Filings. In connection with any
                  such release pursuant to this Section 23, Finco and the
                  Collateral Agent, shall at the sole expense of Finco, execute
                  and deliver any documents and instruments necessary to
                  evidence the release of the Collateral Agent's security
                  interest in such Purchased Contracts and other Collateral,
                  including without limitation, forms UCC-2 prepared for filing
                  in all appropriate jurisdictions.




                                       21


<PAGE>   22







         IN WITNESS WHEREOF, the parties hereto have caused this Triple-A One
Security Agreement to be duly executed and delivered as of the date first above
written.


                                    ONYX ACCEPTANCE FINANCIAL CORPORATION





                                    By:_____________________________________
                                    Name:
                                    Title:





                                    TRIPLE-A ONE FUNDING CORPORATION
                                    By: MBIA Insurance Corporation, 
                                    its attorney-in-fact





                                    By:___________________________________
                                    Name:
                                    Title:




                                    CAPITAL MARKETS ASSURANCE CORPORATION,
                                    as Collateral Agent





                                    By:____________________________________
                                    Name:
                                    Title:



                                       22



<PAGE>   23


                                  SCHEDULE 7(d)


                             LOCATIONS OF COLLATERAL





The Collateral is located at:


1.       Onyx Acceptance Financial Corporation
         8001 Irvine Center Drive
         Suite 500
         Irvine, California 92718

2.       Bankers Trust Company of California, N.A.
         3 Park Plaza, 16th Floor
         Irvine, California 92714
         Attn: Joe Campbell





<PAGE>   24


                                   SCHEDULE I


                              Intellectual Property





1.       Agreement for On-Line Service


2.       Acknowledgement of Security Interest Under Agreement for On-Line
         Service






<PAGE>   25



                                    EXHIBIT A



                        LIEN RELEASE REQUEST CERTIFICATE

                  from Finco to the Collateral Agent and Seller
            pursuant to Section 23 of Triple-A One Security Agreement
                and Section 19 of Subordinated Security Agreement

[  date  ]

Capital Markets Assurance Corporation,
as Collateral Agent
885 Third Avenue
New York, New York 10022
Attention:  Chief Underwriting Officer



Onyx Acceptance Corporation
8001 Irvine Center Drive
5th Floor
Irvine, California  92618
Attention:  Regan E. Kelly, Esq.

Re:      Onyx Acceptance Financial Corporation/Commercial Paper Program -
         Request for Release of Lien


Ladies and Gentlemen:


                  Onyx Acceptance Financial Corporation ("Finco") refers to (i)
the Amended and Restated Triple A-One Security Agreement dated as of September
4, 1998 as amended, supplemented or otherwise modified, (the "Triple-A One
Security Agreement"), and (ii) the Amended and Restated Subordinated Security
Agreement dated as of September 4, 1998 (as amended, supplemented or otherwise
modified, the "Subordinated Security Agreement"). Terms not otherwise defined
herein are used herein as defined in the Amended and Restated Definitions List
dated September 4, 1998.


                  Finco submits this Lien Release Request Certificate pursuant
to Section 23 of the Triple-A One Security Agreement and Section 19 of the
Subordinated Security Agreement and requests that the Capital Markets Assurance
Corporation, in its capacity as Collateral Agent under the Triple-A One Security
Agreement and Onyx Acceptance Corporation in its capacity as Seller under the
Subordinated Security Agreement ("Onyx") release (and Onyx cause its assignee to
release) all of their liens on and security interests in the assets described on
Schedule 1



                                       25


<PAGE>   26




attached hereto (and all proceeds thereof, all books, records and computer
records pertaining thereto and all other assets that constitute Collateral which
are specifically related to the assets described in Schedule 1).








                                    ONYX ACCEPTANCE FINANCIAL CORPORATION





                                    By:_______________________________
                                    Name:_____________________________
                                    Title ______________________________






                                       26



<PAGE>   27


                                    EXHIBIT B


                    COLLATERAL AGENT LIEN RELEASE CERTIFICATE
            pursuant to Section 23 of Triple-A One Security Agreement


[Date]




Onyx Acceptance Financial Corporation
8001 Irvine Center Drive
5th Floor
Irvine, California  92618




Re:  Partial Collateral Release


Ladies and Gentlemen:


                  We hereby refer to the Lien Release Request Certificate
submitted by Onyx Acceptance Financial Corporation ("Finco") dated
__________________________, a copy of which is attached hereto (the "Request
Certificate"). Pursuant to the Request Certificate, Capital Markets Assurance
Corporation, acting in its capacity as the Collateral Agent under the Triple-A
One Security Agreement and as Bank Collateral Agent under the Note Pledge
Agreement, hereby releases its liens on and security interests in the assets
identified in Schedule 1 attached to the Request Certificate (and all proceeds
thereof, all books, records and computer records pertaining thereto and all
other assets that constitute Collateral which are specifically related to the
assets described in that Schedule 1).


                  This Lien Release Certificate may be executed in any number of
counterparts.


                                   CAPITAL MARKETS ASSURANCE CORPORATION,
                                   as Collateral Agent and Bank Collateral Agent





                                   By ______________________________
                                   Name:____________________________
                                   Title _____________________________



                                       27