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                                                                  EXHIBIT 10.109



                             AMENDMENT AND RESTATED


                         SUBORDINATED SECURITY AGREEMENT


          SUBORDINATED SECURITY AGREEMENT, dated as of September 4, 1998 between
ONYX ACCEPTANCE FINANCIAL CORPORATION, a Delaware corporation ("Finco") and ONYX
ACCEPTANCE CORPORATION, a Delaware corporation (the "Seller")

                              W I T N E S S E T H :

         WHEREAS, pursuant to the Amended and Restated Sale and Servicing
Agreement (the "Sale Agreement") dated as of the date hereof between the Seller
and Finco, the Seller from time to time sells to Finco and Finco from time to
time purchases from the Seller certain loans secured by automobiles and light
trucks (the "Contracts");

         WHEREAS, a portion of the purchase price for the Contracts is
represented by a subordinated note issued by Finco to the Seller (the
"Subordinated Note");

         WHEREAS, Finco has entered into the Amended and Restated Triple-A One
Security Agreement dated as of the date hereof (the "Triple-A One Security
Agreement") with Triple-A One Funding Corporation ("Triple-A One") and Capital
Markets Assurance Corporation, as collateral agent (the "Collateral Agent")
pursuant to which Finco has granted to the Collateral Agent a first priority
security interest in the Contracts and certain other collateral;

         WHEREAS, in order to secure the Subordinated Note, Finco has granted to
the Seller a subordinated security interest in the Contracts and certain other
collateral, subject to the prior rights of the Collateral Agent;

         WHEREAS, the Seller's security interests in the Contracts and certain
other collateral granted pursuant to this Agreement is subordinated to the
rights of the Collateral Agent and its rights to exercise any remedies under
this Agreement are limited for so long as any amounts secured under the Triple-A
One Security Agreement or the Note Pledge Agreement are outstanding; and

         WHEREAS, the Seller and Finco wish to amend and restate this
Subordinated Security Agreement as hereinafter provided;



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         NOW, THEREFORE, in consideration of the premises and to induce the
Seller to sell Contracts to Finco pursuant to the Sale Agreement, Finco hereby
agrees with the Seller as follows:

SECTION 1.        Defined Terms.

                  (a)      As used in this Subordinated 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 is attached to the Sale 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.

                  (c)      The words "hereof", "herein" and "hereunder" and
                           words of similar import when used in this
                           Subordinated Security Agreement shall refer to this
                           Subordinated Security Agreement as a whole and not to
                           any particular provision of this Subordinated
                           Security Agreement, and paragraph references are to
                           this Subordinated 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, 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 or otherwise) of the Subordinated Note
                  and all other obligations of Finco to the Seller hereunder
                  (collectively, the "Obligations") and subject to the prior
                  rights of the Collateral Agent under the Triple-A One Security
                  Agreement, Finco hereby assigns, pledges, grants, conveys,
                  transfers, delivers and sets over to the Seller 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 



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                  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;

                  (e)      all of Finco's Equipment, 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) of the Triple-A One
                           Security Agreement, 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)      all 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;


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                  (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.        Notice to Obligors. Subject to the terms of Section 21
                  hereof and Section 5.3 of the Sale Agreement and of the other
                  Operative Documents, at any time upon the request of the
                  Seller, Finco shall notify the Obligors that the Purchased
                  Contracts have been reassigned to the Seller and that payments
                  in respect thereof shall be made directly to the Seller.
                  Subject to the terms of Section 21 hereof and Section 5.3 of
                  the Sale Agreement and of the other Operative Documents, the
                  Seller 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.

                  (a)      Analysis of Contracts. Subject to the terms of
                           Section 21 hereof, Section 5.3 of the Sale Agreement
                           and of the other Operative Documents, the Seller
                           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
                           or cause to be furnished by the Servicer all such
                           assistance and information as the Seller may require
                           in connection therewith. In addition, at any time and
                           from time to time, upon the Seller's request, Finco
                           shall cause independent public accountants or others
                           satisfactory to the Seller to furnish to the Seller
                           reports showing reconciliations, aging and test
                           verifications of, and trial balances for, the
                           Contracts.

                  (b)      Proceeds. Subject to the terms of Section 21 hereof
                           and Section 5.3 of the Sale Agreement and of the
                           other Operative Documents, any Proceeds, when
                           collected by Finco, shall be forthwith turned over to
                           the Seller by Finco in the exact form received, duly
                           endorsed by Finco to the Seller, and until so turned
                           over, shall be held by Finco in trust for the Seller.
                           Such Proceeds shall continue to be collateral
                           security for all of the Obligations and shall not
                           constitute payment thereof until applied as set forth
                           in the Triple-A One Security Agreement. Subject to
                           the terms of Section 21 hereof and Section 5.3 of the
                           Sale Agreement and of the other Operative Documents,
                           upon the request of the Seller, Finco shall deliver
                           or cause to be delivered to the Seller all Files
                           relating to the Purchased Contracts, including
                           original and other documents evidencing, and relating
                           to, the transactions which created the Purchased
                           Contracts, including, 



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                           without limitation, all original orders, invoices,
                           receipts and similar documents.

                  (c)      Document Delivery. Subject to the terms of Section 21
                           hereof (it being understood that for so long as the
                           Triple-A One Security Agreement is in effect the
                           provisions of that Agreement shall control), upon the
                           request of the Seller, Finco shall deliver to the
                           Seller the original Contract and complete Files
                           relating to each Purchased Contract. 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 Onyx Acceptance Corporation, and its
                           successors and assigns pursuant to that certain
                           Amended and Restated Subordinated Security Agreement
                           dated as of September 4, 1998 between Onyx Acceptance
                           Corporation and Finco".


SECTION 4.        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 the Triple-A One
                           Security Agreement and the Lien granted to the Seller
                           pursuant to this Subordinated 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
                           the Triple-A One Security Agreement and in favor of
                           the Seller pursuant to this Subordinated Security
                           Agreement or as may be permitted pursuant to any
                           Operative Document.

                  (b)      Perfected Liens. The Liens granted pursuant to this
                           Subordinated Security Agreement constitute perfected
                           Liens on the Collateral in favor of the Seller,
                           subject only to the prior Lien 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.



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                  (d)      Locations. All Collateral is located at the addresses
                           listed on Schedule 4(d) hereto.


SECTION 5.        Covenants. Subject to the terms of Section 21 hereof and
                  Section 5.3 of the Sale Agreement, Finco covenants and agrees
                  with the Seller that until the Obligations are paid in full
                  and the Sale Agreement is terminated:

                  (a)      Further Documentation. At any time and from time to
                           time, upon the written request of the Seller, 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 Seller
                           may request for the purpose of obtaining or
                           preserving the full benefits of this Subordinated
                           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; provided, however, that Finco shall not be
                           obligated to take any action which, in the reasonable
                           judgment of the Collateral Agent, would violate or
                           conflict with the terms of the Triple-A One Security
                           Agreement or any other Operative Document. Subject to
                           the terms of Section 21 hereof and Section 5.3 of the
                           Sale Agreement and of the other Operative Documents,
                           Finco also hereby authorizes the Seller to file any
                           such financing or continuation statement without the
                           signature of Finco to the extent permitted by
                           applicable law.

                  (b)      Maintenance of Records. Finco will keep and maintain,
                           or cause to be maintained by the Servicer, at its
                           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 or cause the Servicer to mark its
                           books and records pertaining to the Collateral to
                           evidence this Subordinated Security Agreement and the
                           subordinated security interest granted hereby. With
                           the prior written consent of the Collateral Agent, at
                           any time upon the request of the Seller, Finco shall,
                           during normal business hours, turn over or cause the
                           Servicer to turn over any books and records to the
                           Seller or to its designated representatives.

                  (c)      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 



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                           manner which shall not, in the sole opinion of the
                           Seller, adversely affect the Seller's rights or the
                           priority of its Liens on the Collateral.

                  (d)      Compliance with Terms etc. Finco will perform and
                           comply with all its Contractual Obligations relating
                           to the Subordinated Note.

                  (e)      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 by the
                           Triple-A One Security Agreement, the Liens created
                           hereby and other than as permitted pursuant to the
                           Operative Documents, and will defend the right, title
                           and interest of the Seller in and to any of the
                           Collateral against the claims and demands of all
                           Persons whomsoever.

                  (f)      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.

                  (g)      Limitations on Modifications, Waivers, Extensions of
                           Contracts. Finco will not, and will not permit the
                           Servicer 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, (ii) fail to
                           exercise promptly and diligently each and every right
                           which Finco may have under each Purchased Contract
                           and (iii) act otherwise than in accordance with the
                           Credit and Collection Policy.

                  (h)      Limitations on Discounts, Compromises, Extensions of
                           Contracts. Other than pursuant to the Credit and
                           Collection Policy, Finco will not, and will not
                           permit the Servicer 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.

                  (i)      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.

                  (j)      Changes in Locations, Name, etc. Finco will not,
                           without providing 30 days prior written notice to the
                           Seller, and without filing any 



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                           UCC financing statements necessary or desirable (in
                           the opinion of the Seller) to maintain the perfection
                           and priority of the Seller'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 4(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
                           4(d), or (iii) change its name, identity or corporate
                           structure to such an extent that any financing
                           statement filed by the Seller in connection with this
                           Subordinated Security Agreement would become
                           misleading.

SECTION 6.        Seller's Appointment as Attorney-in-Fact.

                  (a)      Powers. Subject to the terms of Section 21 hereof and
                           Section 5.3 of the Sale Agreement and of the other
                           Operative Documents, Finco hereby irrevocably
                           constitutes and appoints the Seller 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 Seller's discretion,
                           for the purpose of carrying out the terms of this
                           Subordinated 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
                           Subordinated Security Agreement, and, without
                           limiting the generality of the foregoing, Finco
                           hereby gives the Seller 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 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
                                    Purchased 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 Seller for the
                                    purpose of collecting any and all such
                                    moneys due under any Instrument, General
                                    Intangible or Purchased Contract whenever
                                    payable;



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                           (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 Seller or as the Seller
                                    shall direct and to notify the Lock-Box
                                    Banks to follow the instructions of the
                                    Seller; (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 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 Seller 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 8 hereof as
                                    fully and completely as though the Seller
                                    were the absolute owner thereof for all
                                    purposes, and to do, at the Seller's option
                                    and Finco's expense, at any time, or from
                                    time to time, all lawful acts and things
                                    which the Seller deems necessary to protect,
                                    preserve or realize upon the Collateral and
                                    the Seller's Liens thereon and to effect the
                                    intent of this Subordinated Security
                                    Agreement, all as fully and effectively as
                                    Finco might do; and (H) compel the transfer
                                    of Finco's interest in all rights (by
                                    license, sublicense or otherwise) of any
                                    computer software necessary to collect the
                                    Purchased 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.



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                  (b)      Other Powers. Subject to the terms of Section 21
                           hereof and Section 5.3 of the Sale Agreement and of
                           the other Operative Documents, Finco also authorizes
                           the Seller, at any time and from time to time, to
                           execute, in connection with the sale provided for in
                           Section 8 hereof, any endorsements, assignments or
                           other instruments of conveyance or transfer with
                           respect to the Collateral.

                  (c)      No Duty on Seller's Part. The powers conferred on the
                           Seller hereunder are solely to protect the Seller's
                           interests in the Collateral and shall not impose any
                           duty upon it to exercise any such powers. The Seller
                           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 7.        Performance by Seller of Finco's Obligations. Subject to
                  the terms of Section 21 hereof and Section 5.3 of the Sale
                  Agreement and of the other Operative Documents, if Finco fails
                  to perform or comply with any of its agreements contained
                  herein, the Seller, as provided for by the terms of this
                  Subordinated Security Agreement, shall itself perform or
                  comply, or otherwise cause performance or compliance, with
                  such agreement.


SECTION 8.        Remedies.  Subject to the terms of Section 21 hereof and  
                  Section 5.3 of the Sale Agreement and of the other Operative
                  Documents, if a Wind-Down Event shall occur and be continuing,
                  the Seller may exercise in addition to all other rights and
                  remedies granted to it in this Subordinated 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 Seller, 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 the foregoing),
                  in one or more parcels at public or private sale or sales, at
                  any exchange, broker's board or office of the Seller 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 Seller shall have



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                  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 Seller's request, to assemble the Collateral
                  and the Files and make them available to the Seller at places
                  which the Seller shall select, whether at Finco's premises or
                  elsewhere. The Seller 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 Seller hereunder, including, without
                  limitation, attorneys' fees and disbursements, to the payment
                  in whole or in part of the Obligations, in such order as the
                  Seller may elect, and only after such application and after
                  the payment by the Seller of any other amount required by any
                  provision of law, including, without limitation, Section
                  9-504(1)(c) of the UCC, need the Seller account for the
                  surplus, if any, to Finco. To the extent permitted by
                  applicable law, Finco waives all claims, damages, and demands
                  against the Seller 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 Sale
                  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 Seller to
                  collect such deficiency.

SECTION 9.        Limitation on Seller's Duties in Respect of Collateral. The
                  Seller'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, shall be to deal with it in
                  the same manner as the Seller deals with similar property for
                  its own account. Neither the Seller nor any of its directors,
                  officers, employees or agents shall be liable for failure to
                  demand, 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 10.       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 11.       Severability. Any provision of this Subordinated Security
                  Agreement which is prohibited or unenforceable in any
                  jurisdiction shall, as to such 



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                  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 12.       Assignment. Finco does hereby acknowledge that the Seller
                  may pledge or otherwise transfer the Subordinated Note and all
                  security therefore granted hereunder with the prior written
                  consent of Triple-A One and the Program Manager. 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 13.       Section and Paragraph Headings. The section and paragraph
                  headings used in this Subordinated 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 14.       No Waiver; Cumulative Remedies. The Seller shall not by any 
                  act (except pursuant to the execution of a written instrument
                  pursuant to Section 15 hereof), delay, indulge, omit or
                  otherwise be deemed to have waived any right or remedy
                  hereunder 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 Seller, 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 or any other right, power or privilege. A waiver by
                  the Seller of any right or remedy hereunder on any one
                  occasion shall not be construed as a bar to any right or
                  remedy which the Seller 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 15.       Waivers and  Amendments;  Successors and Assigns.  None of the
                  terms or provisions of this Subordinated Security Agreement
                  may be waived, amended, supplemented or otherwise modified
                  except by a written instrument executed by Finco and the
                  Seller with the prior written consent of the Collateral Agent
                  and the Program Manager; provided, however, that for so long
                  as the Triple-A One Security Agreement shall be in effect, if
                  the Collateral Agent shall have consented to a waiver,
                  amendment, supplement or modification under the Triple-A One
                  Security Agreement, the consent of the Seller shall be deemed
                  automatically given under the comparable provision of this
                  Subordinated Security Agreement. No amendment shall be



                                       12
<PAGE>   13
                  effective without prior written notice thereof to S&P and
                  Moody's. This Subordinated Security Agreement shall be binding
                  upon the successors and assigns of Finco and shall inure to
                  the benefit of the Seller and its successors and assigns.

SECTION 16.       Integration. This Subordinated 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 Seller relative to
                  subject matter hereof not expressly set forth or referred to
                  herein or in the other Operative Documents.

SECTION 17.       Counterparts. This Subordinated Security Agreement may be
                  executed by one or more of the parties to this Subordinated
                  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 18.       GOVERNING LAW. THIS SUBORDINATED SECURITY AGREEMENT AND THE 
                  RIGHTS AND OBLIGATIONS OF FINCO UNDER THIS SUBORDINATED
                  SECURITY AGREEMENT SHALL BE GOVERNED BY, AND CONSTRUED AND
                  INTERPRETED IN ACCORDANCE WITH, THE LAW OF THE STATE OF NEW
                  YORK.

SECTION 19.       Termination and Release.

                  (a)      This Subordinated 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 the Obligations and the
                           Subordinated Note, at which time, following the
                           receipt by the Seller of (i) written notice from the
                           Program Manager that the Obligations have been so
                           paid, and (ii) payment in full of the Subordinated
                           Note, the security interest created or granted hereby
                           shall terminate and the Seller shall, 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.


                  (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 



                                       13
<PAGE>   14

                           aggregate Outstanding Balance of such Purchased
                           Contracts plus accrued and unpaid interest thereon.
                           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 Seller, Finco may request that
                           specified Purchased Contracts and other related
                           Collateral be released in connection with such sales
                           and the prepayment. In connection with such request,
                           Finco shall execute and deliver to the Seller 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 Seller pursuant hereto,
                           Finco shall employ selection procedures which are not
                           adverse to the interests of the Seller.

                           (ii) Seller Release. Upon the release by the
                  Collateral Agent of its interest in whole or in part in the
                  Purchased Contracts pursuant to Section 23(b) of the Triple-A
                  One Security Agreement, the Seller shall, at the sole expense
                  of Finco, execute and deliver a Seller Lien Release
                  Certificate in the form attached hereto as Exhibit B which
                  shall evidence the release of its security interest in the
                  Purchased Contracts released by the Collateral Agent under the
                  Triple-A One Security Agreement.

                           (iii) Documents and Filings. In connection with any
                  such release pursuant to this Section 19, Finco and the
                  Seller, shall at the sole expense of Finco, execute and
                  deliver any documents and instruments necessary to evidence
                  the release of the Seller's security interest in such
                  Purchased Contracts and other Collateral, including without
                  limitation, forms UCC-2 prepared for filing in all appropriate
                  jurisdictions.

SECTION 20.       Conflict. In the event of any conflict between the terms
                  of this Subordinated Security Agreement, on the one hand, and
                  the terms of the Subordinated Note, Section 5.3 of the Sale
                  Agreement or any other Operative Document, on the other hand,
                  the terms of the Subordinated Note, Section 5.3 of the Sale
                  Agreement or such other Operative Document, as the case may
                  be, shall prevail.

SECTION 21.       Standstill on Exercise of Rights. The Seller and Finco
                  agree that neither the Seller nor any permitted assignee of
                  the Seller may exercise or take any action to enforce any of
                  the rights granted by Finco to the Seller in this Subordinated
                  Security Agreement until such time as all of the Obligations
                  (as defined in the Definitions List) of Finco to Triple-A One,
                  the Banks, the Surety Provider, the Program Manager, the
                  Collateral Agent, the Bank Agent and the Bank Collateral Agent
                  under the Operative Documents have been indefeasibly paid in
                  full in cash.


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<PAGE>   15
         IN WITNESS WHEREOF, the parties hereto have caused this Subordinated
Security Agreement to be duly executed and delivered as of the date first above
written.




                                    ONYX ACCEPTANCE FINANCIAL CORPORATION

                                    By:_________________________________
                                    Name:
                                    Title:

                                    ONYX ACCEPTANCE CORPORATION

                                    By:_____________________________
                                    Name:
                                    Title:




                                       15
<PAGE>   16
                                  SCHEDULE 4(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>   17
                                   SCHEDULE I


                              Intellectual Property


1.       Agreement for On-Line Service


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

<PAGE>   18
                                    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.


                                       18
<PAGE>   19

                  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 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:____________________________



                                       19
<PAGE>   20
                                    EXHIBIT B


                         SELLER LIEN RELEASE CERTIFICATE


            pursuant to Section 19 of Subordinated 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, Onyx Acceptance Corporation,
acting in its capacity as Seller under the Subordinated Security Agreement,
hereby releases (and represents and warrants that it has caused its assignee to
so release) 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.

                                       ONYX ACCEPTANCE CORPORATION
                                       as Seller

                                       By:_________________________________
                                       Name:_______________________________
                                       Title:______________________________


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