EXECUTION COPY



                        DELL RECEIVABLES L.P., Transferor

                           DELL USA L.P., Servicer and

              NORWEST BANK MINNESOTA, NATIONAL ASSOCIATION, Trustee

                       DELL TRADE RECEIVABLES MASTER TRUST

                         POOLING AND SERVICING AGREEMENT

                          Dated as of November 21, 1995
<PAGE>   2
                                TABLE OF CONTENTS



                                                                           Page
                                                                           ----
                                                                     
                                    ARTICLE I

                                   DEFINITIONS

SECTION 1.01.  Definitions...............................................    1
SECTION 1.02.  Other Definitional Provisions.............................   20
                                                                              
                                   ARTICLE II                                 
                                                                              
                             TRANSFER OF RECEIVABLES                          
                                                                              
SECTION 2.01.  Transfer of Receivables...................................   21
SECTION 2.02.  Acceptance by Trustee.....................................   21
SECTION 2.03.  Representations and Warranties of the                          
                 Transferor Relating to the Transferor...................   22
SECTION 2.04.  Representations and Warranties of the                          
                 Transferor Relating to the Trust Assets.................   26
SECTION 2.05.  Affirmative Covenants of the Transferor...................   30
SECTION 2.06.  Negative Covenants of the Transferor......................   33
SECTION 2.07.  Addition and Removal of Originators.......................   37
                                                                              
                                   ARTICLE III                                
                                                                              
                   ADMINISTRATION AND SERVICING OF RECEIVABLES                
                                                                              
SECTION 3.01.  Acceptance of Appointment and Other                            
                 Matters Relating to the Servicer........................   39
SECTION 3.02.  Servicing Compensation; Servicer's                             
                 Expenses................................................   40
SECTION 3.03.  Representations and Warranties of the                          
                 Servicer................................................   41
SECTION 3.04.  Covenants of the Servicer.................................   44
SECTION 3.05.  Reports and Records for the Trustee.......................   48
SECTION 3.06.  Annual Certificate of Servicer............................   48
SECTION 3.07.  Semi-Annual Servicing Report of Independent                    
                 Public Accountants......................................   49
SECTION 3.08.  Tax Treatment.............................................   49
SECTION 3.09.  Notices to Dell USA L.P...................................   50
SECTION 3.10.  Adjustments...............................................   50
SECTION 3.11.  Securities and Exchange Commission                             
                 Filings.................................................   50



                                        i
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                                                                           Page
                                                                           ----
                                                                     
                                   ARTICLE IV

                        RIGHTS OF CERTIFICATEHOLDERS AND
                    ALLOCATION AND APPLICATION OF COLLECTIONS

SECTION 4.01.  Rights of Certificateholders..............................   51
SECTION 4.02.  Establishment of Concentration Account                      
                 and Dell Collection Accounts ...........................   52
SECTION 4.03.  Allocation of Collections.................................   54
                                                                           
                                    ARTICLE V                              
                                                                           
                 DISTRIBUTIONS AND REPORTS TO CERTIFICATEHOLDERS           
                                                                           
SECTION 5.01.  Distributions and Reports to Certificate-                   
                 holders.................................................   56
                                                                           
                                   ARTICLE VI                              
                                                                           
                                THE CERTIFICATES                           
                                                                           
SECTION 6.01.  The Certificates..........................................   57
SECTION 6.02.  Authentication of Certificates............................   57
SECTION 6.03.  Registration of Transfer and Exchange of                    
                 Certificates............................................   58
SECTION 6.04.  Mutilated, Destroyed, Lost or Stolen                        
                 Certificates............................................   60
SECTION 6.05.  Persons Deemed Owners.....................................   60
SECTION 6.06.  Access to List of Certificateholders'                       
                 Names and Addresses.....................................   61
SECTION 6.07.  Authenticating Agent......................................   61
SECTION 6.08.  New Issuances.............................................   62
                                                                           
                                   ARTICLE VII                             
                                                                           
                    OTHER MATTERS RELATING TO THE TRANSFEROR               
                                                                           
SECTION 7.01.  Obligations not Assignable................................   66
SECTION 7.02.  Limitations on Liability..................................   66
SECTION 7.03.  Indemnification of the Trustee, the Trust                   
                 and the Investor Certificateholders.....................   66



                                       ii
<PAGE>   4


                                                                           Page
                                                                           ----
                                                                     
                                  ARTICLE VIII

                     OTHER MATTERS RELATING TO THE SERVICER

SECTION 8.01.  Liability of the Servicer.................................   69
SECTION 8.02.  Merger or Consolidation of, or Assumption                   
                  of the Obligations of, the Servicer....................   69
SECTION 8.03.  Limitations on Liability..................................   69
SECTION 8.04.  Servicer Indemnification..................................   70
SECTION 8.05.  The Servicer Not to Resign................................   71
SECTION 8.06.  Examination of Records....................................   71
SECTION 8.07.  Confidentiality...........................................   72
                                                                           
                                   ARTICLE IX                              
                                                                           
                         TRUST EARLY AMORTIZATION EVENTS                   
                                                                           
SECTION 9.01.  Trust Early Amortization Events...........................   73
SECTION 9.02.  Additional Rights Upon the Occurrence                       
                  of any Trust Early Amortization Event..................   75
                                                                           
                                    ARTICLE X                              
                                                                           
                                SERVICER DEFAULTS                          
                                                                           
SECTION 10.01.  Servicer Defaults........................................   77
SECTION 10.02.  Trustee to Act; Appointment of Successor                   
                  Servicer...............................................   79
SECTION 10.03.  Notification to Certificateholders.......................   81
                                                                           
                                   ARTICLE XI                              
                                                                           
                                   THE TRUSTEE                             
                                                                           
SECTION 11.01.  Duties of the Trustee....................................   82
SECTION 11.02.  Certain Matters Affecting the Trustee....................   84
SECTION 11.03.  Trustee Not Liable for Recitals in                         
                  Certificates...........................................   85
SECTION 11.04.  Trustee May Own Certificates.............................   85
SECTION 11.05.  Compensation; Trustee's Expenses.........................   85
SECTION 11.06.  Eligibility Requirements for Trustee.....................   86
SECTION 11.07.  Resignation or Removal of Trustee........................   86
SECTION 11.08.  Successor Trustee........................................   87
SECTION 11.09.  Merger or Consolidation of Trustee.......................   88
SECTION 11.10.  Appointment of Co-Trustee or Separate                      
                  Trustee................................................   88
                                                      


                                       iii
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                                                                           Page
                                                                           ----
                                                                     
SECTION 11.11.  Tax Returns..............................................    89
SECTION 11.12.  Trustee May Enforce Claims Without                          
                  Possession of Certificates.............................    90
SECTION 11.13.  Suits for Enforcement....................................    90
SECTION 11.14.  Rights of Certificateholders to Direct                      
                  Trustee................................................    90
SECTION 11.15.  Representations and Warranties of Trustee................    91
SECTION 11.16.  Maintenance of Office or Agency..........................    91
                                                                            
                                   ARTICLE XII                              
                                                                            
                                   TERMINATION                              
                                                                            
SECTION 12.01.  Termination of Trust.....................................    92
SECTION 12.02.  Final Distribution.......................................    92
SECTION 12.03.  Transferor's Termination Rights..........................    93
                                                                            
                                  ARTICLE XIII                              
                                                                            
                            MISCELLANEOUS PROVISIONS                        
                                                                            
SECTION 13.01.  Amendment................................................    94
SECTION 13.02.  Protection of Right, Title and Interest                     
                  to Trust...............................................    95
SECTION 13.03.  Limitation on Rights of Certificate-                        
                  holders................................................    96
SECTION 13.04.  Governing Law; Jurisdiction; Consent to                     
                  Service of Process.....................................    97
SECTION 13.05.  Notices; Payments........................................    98
SECTION 13.06.  Rule 144A Information....................................    99
SECTION 13.07.  Severability of Provisions...............................    99
SECTION 13.08.  Assignment...............................................    99
SECTION 13.09.  Certificates Nonassessable and Fully Paid................    99
SECTION 13.10.  Further Assurances.......................................   100
SECTION 13.11.  Nonpetition Covenant.....................................   100
SECTION 13.12.  No Waiver; Cumulative Remedies...........................   100
SECTION 13.13.  Counterparts.............................................   100
SECTION 13.14.  Third-Party Beneficiaries................................   100
SECTION 13.15.  Actions by Certificateholders............................   101
SECTION 13.16.  Merger and Integration...................................   101
SECTION 13.17.  Headings.................................................   101
SECTION 13.18.  Construction of Agreement................................   101



                                       iv
<PAGE>   6
                                    EXHIBITS

Exhibit A         Form of Transferor Certificate
Exhibit B         Form of Annual Servicer's Certificate
Exhibit C         Form of Dell Collection Account Letter
Exhibit D         Form of Rule 144A and Non-Rule 144A Letters
Exhibit E         Form of Daily Report
Exhibit F         Credit Policy and Procedures Manual
Exhibit G         Form of Agreed Upon Procedures
Exhibit H         Form of Monthly Trustee Certificate


                                    SCHEDULES

Schedule I        Dell Post-Office Boxes and Dell Collection Accounts
Schedule II       Originators



                                        v
<PAGE>   7
         POOLING AND SERVICING AGREEMENT, dated as of November 21, 1995, among
DELL RECEIVABLES L.P., a Texas limited partnership, as Transferor (the
"Transferor"), DELL USA L.P., a Texas limited partnership, as Servicer (the
"Servicer"), and Norwest Bank Minnesota, National Association, as Trustee (the
"Trustee").

         In consideration of the mutual agreements herein contained, each party
agrees as follows for the benefit of the other parties and the
Certificateholders to the extent provided herein:

                                    ARTICLE I

                                   DEFINITIONS

         SECTION 1.01. Definitions. Whenever used in this Agreement, the
following words and phrases shall have the following meanings, and the
definitions of such terms are applicable to the singular as well as the plural
forms of such terms and to the masculine as well as to the feminine and neuter
genders of such terms. All capitalized terms used herein but not defined shall
have the meanings ascribed to them in the related Supplement.

         "Act" shall mean the Securities Act of 1933, as amended from time to
time.

         "Additional Originator" shall have the meaning specified in Section
2.07(a).

         "Affiliate" shall mean, with respect to any specified Person, any other
Person that, directly or indirectly, is in control of, is controlled by or is
under common control with, such specified Person within the meaning of "control"
as such term is used in Section 15 of the Securities Act of 1933, as amended.

         "Aggregate Certificateholders' Interest" shall mean the aggregate of
the Certificateholders' Interests for each Series as defined in Section 4.01(a).

         "Agreement" shall mean this Pooling and Servicing Agreement, as the
same may from time to time be amended, modified or otherwise supplemented,
including, with respect to any Series or Class, the related Supplement.

         "Amortization Date" with respect to any Series, shall have the meaning
specified in the related Supplement.

         "Amortization Period" shall mean, with respect to any Series, unless
otherwise specified in the related Supplement, the period beginning on the
related Amortization Date and ending upon the payment in full to the Investor
Certificateholders of such Series of the Invested Amount with respect to such
Series, all
<PAGE>   8
accrued and unpaid interest thereon and all other amounts owed to the Investor
Certificateholders hereunder.

         "Beneficiary" shall mean, as of any date of determination, any of the
then holders of the Investor Certificates and any Enhancement Provider.

         "Business Day" shall mean any day other than a Saturday or Sunday or
any other day on which national banking associations or state banking
institutions in New York, New York, Austin, Texas or the city in which the
Corporate Trust Office is located are authorized or obligated by law, executive
order or governmental decree to be closed and, with respect to non-financial
reporting requirements of the Servicer or the Transferor, any day on which the
Servicer or the Transferor is closed.

         "Certificate" shall mean any one of the Investor Certificates or the
Transferor Certificate.

         "Certificate Rate" shall mean, with respect to any Series or Class, the
certificate rate specified therefor in the related Supplement.

         "Certificate Register" shall have the meaning specified in Section
6.03(a).

         "Certificateholder" or "Holder" shall mean an Investor
Certificateholder or the Person in whose name the Transferor Certificate is
registered in the Certificate Register.

         "Certificateholders' Interest" shall have the meaning specified in
Section 4.01(a).

         "Class" shall mean, with respect to any Series, any one of the classes
of Investor Certificates of that Series.

         "Collection Period" shall mean, with respect to any Distribution Date,
the calendar month immediately preceding the calendar month in which such
Distribution Date occurs.

         "Collections" shall mean (a) all cash payments by or on behalf of the
Obligors deposited to any Dell Collection Account or the Concentration Account,
or received by the Servicer, in respect of Receivables in the form of cash,
checks, wire transfers, electronic transfers or any other form of cash payment,
and (b) all interest and other investment earnings (net of losses and investment
expenses) on Collections (including without limitation funds on deposit in the
Cure Accounts) as a result of the investment thereof pursuant to Section
4.02(a).

         "Concentration Account" shall have the meaning specified in Section
4.02(a).

                                        2
<PAGE>   9
         "Concentration Account Bank" shall initially be Norwest Bank Minnesota,
National Association, and shall have the meaning specified in Section 4.02(a).

         "Concentration Amount" shall mean as of any date, with respect to each
Concentration Limit, the product of (a) such Concentration Limit and (b) the
aggregate amount of Eligible Receivables owned by the Trust.

         "Concentration Limit" with respect to any Series, shall have the
meaning specified in the related Supplement.

         "Confidential Information" shall mean any written information delivered
or made available by or on behalf of Dell (or its Affiliates or subsidiaries),
the Servicer, the Transferor, Dell Marketing L.P. or Dell Direct Sales L.P. to
any Person in connection with or pursuant to this Agreement or the transactions
contemplated hereby which is proprietary in nature and clearly marked or
identified in writing as being confidential information, other than information
(i) which was publicly known, or otherwise known to such Person, at the time of
disclosure (except pursuant to disclosure in connection with any Transaction
Document) or (ii) which subsequently becomes publicly known through no act or
omission by such Person.

         "Contract" shall mean an agreement between an Originator and an
Obligor, containing terms pursuant to or under which such Obligor shall be
obligated to pay from time to time for merchandise delivered or to be delivered
or services performed or to be performed.

         "Controlled Affiliate" shall mean any specified Person controlled by or
under common control with Dell, the Servicer or the Transferor and as to which
Dell, the Servicer or the Transferor beneficially owns or holds 50% or more of
any class of voting securities of such Person or 50% or more of the equity
interest in such Person. For the purposes of this definition, "control" when
used with respect to any specified Person shall mean the power to direct the
management and policies of such specified Person, directly or indirectly,
whether through the ownership of voting securities, by contract or otherwise;
and the terms "controlling" and "controlled" have meanings correlative to the
foregoing.

         "Corporate Trust Office" shall have the meaning specified in Section
11.16.

         "Credit Policy and Procedures Manual" shall mean those credit and
collection policies and practices of the Servicer described in the credit policy
and procedures manual in effect on the date hereof relating to Receivables, as
the same may be amended or modified from time to time in compliance with Section
3.04(j), substantially in the form of Exhibit F hereto.



                                        3
<PAGE>   10
         "Cross-Guarantee Agreement" shall mean the agreement among the
Originators, the Servicer and the Trustee, dated as of November 21, 1995,
governing the terms and conditions upon which the Originators and the Servicer
shall cause the performance of certain obligations of the other parties thereto.

         "Cure Account" with respect to each Series, shall have the meaning
specified in the related Supplement and "Cure Accounts" shall refer to all the
Cure Accounts established for outstanding Series in accordance with the terms of
the related Supplements.

         "Cure Funds" shall mean Collections which, from time to time, are
deposited by the Transferor pro rata to the Cure Account of each Series.

         "Cure Period" shall mean, if the Transferor has elected to begin
depositing Cure Funds to the Cure Account of each Series, the period beginning
on a Pool Non-compliance Date and continuing until the earlier of (a) the date
on which the Net Receivables Balance equals or exceeds the Required Net
Receivables Balance and (b) the fifth consecutive day following such Pool
Non-compliance Date.

         "Daily Report" shall mean an Officer's Certificate of the Servicer
substantially in the form of Exhibit E hereto.

         "Default Ratio" shall mean, as of any date, the average of the ratios
for each of the three most recently ended months (each expressed as a
percentage) of (i) aggregate Receivables that were 121-150 days past due at the
end of each such month plus Receivables which were charged off as uncollectible
during the current month which were less than 121 days past due when charged off
to (ii) aggregate Receivables that were generated by the Originators during the
sixth months preceding such date.

         "Defaulted Receivable" shall mean a Receivable (i) as to which the
Obligor thereof has taken any action, or suffered any event to occur, of the
type constituting an Insolvency Event, (ii) as to which any payment, or part
thereof, remains unpaid by the Obligor thereof for 121 days or more from the
original due date for such payment specified in the relevant invoice, or (iii)
which, consistent with the Credit Policy and Procedures Manual, would be written
off as uncollectible.

         "Dell" shall mean Dell Computer Corporation, a Delaware corporation.

         "Dell Collection Account" shall have the meaning specified in Section
4.02(b).

         "Dell Collection Account Bank" shall have the meaning specified in
Section 4.02(b).



                                        4
<PAGE>   11
         "Dell Collection Account Letter" shall have the meaning specified in
Section 4.02(b).

         "Dell Post-Office Box" shall have the meaning specified in Section
4.02(b).

         "Deposit Date" shall mean each Business Day on which any Collections
are deposited in the Concentration Account.

         "Determination Date" shall mean, with respect to any Distribution Date,
the second Business Day preceding such Distribution Date.

         "Determination Date Certificate" shall mean, with respect to any
Determination Date and any Series, a report prepared by a Servicing Officer for
such Determination Date as of the end of the immediately preceding month in
substantially the form set forth in the related Supplement.

         "Diluted Receivable" shall mean that portion of any Eligible Receivable
which is either (a) reduced or cancelled as a result of (i) any failure by any
Originator to deliver any merchandise or provide any services or otherwise to
perform under the underlying Contract or invoice, (ii) any change in the terms
of, or cancellation of, a Contract or invoice or any other adjustment by the
Servicer which reduces the amount payable by the Obligor on the related
Receivable or (iii) any setoff by an Obligor in respect of any claim by an
Obligor as to amounts owed by it on the related Receivable or (b) subject to any
specific dispute, offset, counterclaim or defense whatsoever asserted (except
the discharge in bankruptcy of the Obligor thereof); provided that Diluted
Receivables are calculated assuming that all disputes are resolved in the
Obligor's favor and do not include contractual adjustments to the amount payable
by an Obligor that are eliminated from the Receivables balance sold to the Trust
through a reduction in the Purchase Price for the related Receivable.

         "Dilution Ratio" shall mean, as of any date, the sum of (A)(i) the
aggregate Receivables that were Diluted Receivables as of the most recently
ended month divided by the sum of (1) 50% of the Originators' aggregate sales
during the month immediately preceding the most recently ended month and (2) 50%
of sales during the second month immediately preceding the most recently ended
month, multiplied by (ii) 66.7% and (B)(i) the aggregate Receivables that were
Diluted Receivables as of the month immediately preceding the most recently
ended month divided by the sum of (1) 50% of sales during the second month
immediately preceding the most recently ended month and (2) 50% of sales during
the third month immediately preceding the most recently ended month, multiplied
by (ii) 33.3%.

                                        5
<PAGE>   12
         "Dilution Volatility Factor" shall mean, as of any date, a percentage
equal to the product of (a) the amount by which (i) the highest Dilution Ratio
during the most recently ended twelve-month period exceeds (ii) the average of
the Dilution Ratios during such twelve-month period and (b)(i) the highest
Dilution Ratio during such twelve-month period divided by (ii) the average of
the Dilution Ratios during such twelve-month period.

         "Discount Amount" shall mean, with respect to any Series, the amount
set forth in the related Supplement.

         "Distribution Date" shall mean, with respect to any Collection Period,
the fifteenth day of the calendar month immediately following such Collection
Period, or, if such day is not a Business Day, the next succeeding Business Day
or such other day as set forth in the Supplement for any Series.

         "DCR" shall mean Duff & Phelps Credit Rating Co. or its successor.

         "Early Amortization Period" shall mean, with respect to any Series,
unless otherwise specified in the related Supplement, the period beginning at
the close of business on the Business Day immediately preceding the day on which
a Trust Early Amortization Event is deemed to have occurred, and ending upon the
earlier to occur of (a) the payment in full to the Investor Certificateholders
of such Series of the Invested Amount with respect to such Series and (b) the
Termination Date with respect to such Series.

         "Eligible Institution" shall mean a depository institution organized
under the laws of the United States of America or any State thereof, including
the District of Columbia (or any domestic branch of a foreign bank), (a) whose
long-term unsecured debt obligations are rated at least (i) if DCR is a Rating
Agency, A- or better, (ii) if S&P is a Rating Agency, A- or better, and (iii) if
Moody's is a Rating Agency, at least A3 or (b) which is subject to regulation
regarding fiduciary funds on deposit substantially similar to 12 C.F.R. Section
9.10(b).

         "Eligible Investments" shall mean book-entry securities entered on the
books of the registrar of such securities and held in the name or on behalf of
the Trustee, negotiable instruments or securities represented by instruments in
bearer or registered form (registered in the name of the Trustee or its nominee)
which evidence:

         (a) direct obligations of, or obligations fully guaranteed as to timely
     payment by, the United States of America or any agency thereof;

         (b) demand deposits, time deposits or certificates of deposit (having
     original maturities of no more than 270 days)



                                        6
<PAGE>   13
     of depository institutions or trust companies incorporated under the laws
     of the United States of America or any state thereof (or domestic branches
     of foreign banks), subject to supervision and examination by federal or
     state banking or depository institution authorities, and having, at the
     time of the Trust's investment or contractual commitment to invest therein,
     the highest short-term unsecured debt rating from each Rating Agency;

         (c)   commercial paper (having original maturities of no more than 270
     days) having, at the time of the Trust's investment or contractual
     commitment to invest therein, the highest short-term rating from each
     Rating Agency;

         (d)   investments in no-load money market funds having a rating from 
     each rating agency rating such fund in its highest investment category; or

         (e)   notes or bankers' acceptances (having original maturities of no
     more than 270 days) issued by any depository institution or trust company
     described in clause (b) above.

provided that securities which meet the following criteria shall not be Eligible
Investments: (a) any security to which S&P has attached the symbol "r" in its
rating, (b) any security that contains a noncredit risk that the "r" was
intended to highlight, whether or not such security is rated, and (c) all
mortgage-backed securities.

         "Eligible Receivable" shall mean, at any time, unless otherwise
specified, each Receivable or portion thereof:

         (i)   as to which, at the time of the Transfer of such Receivable to 
     the Trust, the Transferor or the Trust will have good and marketable title
     thereto free and clear from any and all Liens except as created hereunder,
     and which has been the subject of either a valid transfer and assignment
     from the Transferor to the Trust of all the Transferor's right, title and
     interest therein (and in the proceeds thereof), or the grant of a first
     priority perfected "security interest" (within the meaning of the UCC of
     the jurisdiction the law of which governs the perfection of the interest in
     such Receivable created hereunder) therein (and in the proceeds thereof);

         (ii)  which is not a Defaulted Receivable or a Diluted Receivable;

         (iii) which arose in the ordinary course of business of any Originator
     and is an account receivable representing all or part of the sales price of
     merchandise or services within



                                        7
<PAGE>   14
     the meaning of Section 3(c)(5) of the Investment Company Act, the Obligor
     of which is primarily liable with respect thereto;

         (iv)   which is an "account" (within the meaning of Section 9-106 of
     the UCC of the jurisdiction the law of which governs the perfection of the
     interest in such Receivable created hereunder);

         (v)    which is denominated and payable only in United States dollars 
     in the United States;

         (vi)   the Obligor of which is a United States resident;

         (vii)  which will at all times be the legal and assignable payment
     obligation of the Obligor of such Receivable, enforceable against such
     Obligor in accordance with its terms except as such enforceability may be
     limited by applicable bankruptcy, reorganization, insolvency, moratorium or
     other laws affecting creditors' rights generally, and except as such
     enforceability may be limited by general principles of equity (whether
     considered in a suit at law or in equity);

         (viii) which was created in compliance with, and which, at the time of
     the Transfer of such Receivable to the Trust, does not contravene in any
     material respect any applicable Requirements of Law, and the Obligor of
     which is not in violation of any such Requirements of Law in any material
     respect with respect to such Receivable;

         (ix)   which satisfies in all material respects all applicable
     requirements of the Credit Policy and Procedures Manual;

         (x)    with respect to which all material consents, licenses, approvals
     or authorizations of, or registrations or declarations with, any
     Governmental Authority required to be obtained, effected or given in
     connection with the creation of such Receivable have been duly obtained,
     effected or given and are in full force and effect;

         (xi)   which is not subject to any specific waiver or modification 
     except for a Receivable which is subject to a waiver or modification as
     permitted in accordance with the Credit Policy and Procedures Manual and
     which waiver or modification is reflected in the Servicer's records and
     computer files relating thereto;

         (xii)  which is not subject to any enforceable provision prohibiting 
     the transfer or assignment by any Originator of such payment obligation;



                                        8
<PAGE>   15
         (xiii) the payment terms of which conform in all material respects to
     the provisions of the Credit Policy and Procedures Manual;

         (xiv)  the Obligor of which is not a Controlled Affiliate of Dell, the
     Servicer or the Transferor; and

         (xv)   the Obligor of which has been directed to remit payments with
     respect thereto to a Dell Post-Office Box or a Dell Collection Account.

         "Eligible Servicer" shall mean Dell USA L.P., the Trustee or another
entity which, at the time of its appointment as Servicer, (a) is servicing a
portfolio of trade receivables and has demonstrated the ability to
professionally and competently service a portfolio of similar trade receivables
with reasonable standards of skill and care and (b) is legally qualified and has
the capacity to service the Receivables.

         "Enhancement" shall mean the rights and benefits provided to the
Investor Certificateholders of any Series or Class pursuant to any letter of
credit, surety bond, cash collateral account, spread account, guaranteed rate
agreement, maturity liquidity facility, tax protection agreement, interest rate
swap agreement or other similar arrangement.

         "Enhancement Agreement" shall mean any agreement, instrument or
document governing the terms of any Enhancement of any Series or Class or
pursuant to which any Enhancement of any Series or Class is issued or
outstanding.

         "Enhancement Provider" shall mean a Person providing any Enhancement,
other than any Certificateholders (including any holder of the Transferor
Certificate) the Certificates of which are subordinated to any other Series or
Class.

         "ERISA" shall mean the Employee Retirement Income Security Act of 1974,
as amended from time to time.

         "Expected Final Payment Date" with respect to any Series, shall have
the meaning specified in the related Supplement.

         "Extended Term Receivable" shall mean an Eligible Receivable arising
under an account with an Obligor, the payment terms of which allow it to be paid
in full more than 30 days but no more than 90 days after the original billing
date of such Receivable.

         "Extended Term Receivable Reduction Amount" shall mean, at any time,
the amount by which the aggregate outstanding balances of all Extended Term
Receivables exceeds 5% of the aggregate principal balance of all Receivables at
such time.


                                        9
<PAGE>   16
         "FDIC" shall mean the Federal Deposit Insurance Corporation or any
successor.

         "Floating Allocation Percentage" with respect to each Series, shall
have the meaning specified in the related Supplement; provided, however, that
the aggregate of the Floating Allocation Percentages with respect to all
outstanding Series shall not exceed 100%.

         "Floorplan Receivable" shall mean a Receivable which is guaranteed by a
third party obligor and which is subject to a financing arrangement with the
recipient of merchandise of Dell Marketing L.P. or Dell Direct Sales L.P.

         "Floorplan Receivable Reduction Amount" shall mean, at any time, the
product of (a) the aggregate outstanding balances of Floorplan Receivables and
(b) 1.50%.

         "Government Receivable" shall mean a Receivable with respect to which
the Obligor is a state or municipal entity or the federal government of the
United States or a political, administrative or regulatory subdivision thereof.

         "Government Receivable Reduction Amount" shall mean, at any time, the
amount by which the aggregate outstanding balances of Government Receivables
exceeds 2% of the aggregate principal balance of all Receivables at such time.

         "Governmental Authority" shall mean any country or nation, any
political subdivision, state or municipality of such country or nation, and any
entity exercising executive, legislative, judicial, regulatory or administrative
functions of or pertaining to the government of any country or nation or
political subdivision thereof.

         "Indemnified Amounts" shall have the meaning specified in Section 7.03.

         "Indemnified Party" shall have the meaning specified in Section 7.03.

         "Independent Public Accountants" means any of (a) Arthur Andersen &
Co., (b) Deloitte & Touche, (c) Coopers & Lybrand, (d) Ernst & Young, (e) KPMG
Peat Marwick L.L.P. and (f) Price Waterhouse L.L.P. or any of their successors
so long as such successor is one of the six largest national accounting firms;
provided that such firm is independent with respect to the Servicer within the
meaning of the Act.

         "Initial Invested Amount" shall mean, with respect to any Series and
for any date, an amount equal to the initial invested amount specified in the
related Supplement.


                                       10
<PAGE>   17
         "Initial Issuance Date" shall mean, with respect to any Series, the
Closing Date specified in the related Supplement.

         "Insolvency Event" shall mean, with respect to a specified Person, (a)
the filing of a decree or order for relief by a court having jurisdiction in the
premises in respect of such Person or any substantial part of its property in an
involuntary case under any applicable bankruptcy, insolvency or other similar
law now or hereafter in effect, or the appointing of a receiver, liquidator,
assignee, custodian, trustee, sequestrator or similar official for such Person
or for all or any substantial part of its property, or the ordering of the
winding-up or liquidation of such Person's business, and such decree or order
shall remain unstayed and in effect for a period of 60 consecutive days; or (b)
the commencement by such Person or by a Controlled Affiliate of such Person
(provided that in the case of Dell or any of its Affiliates, such Controlled
Affiliate is domiciled in the United States and has assets which constitute 2.5%
or more of the assets of Dell) of a voluntary case under any applicable
bankruptcy, insolvency or other similar law now or hereafter in effect, or the
consent by such Person to the entry of an order for relief in an involuntary
case under any such law, or the consent by such Person to the appointment of or
taking possession by a receiver, liquidator, assignee for the benefit of
creditors, custodian, trustee, sequestrator or similar official for such Person
or for all or any substantial part of its property, or the making by such Person
of any general assignment for the benefit of creditors; or (c) the failure by
such Person generally to pay its debts as such debts become due or the admission
by such Person in writing (as to which the Trustee shall have written notice) of
its inability to pay its debts generally as they become due.

         "Internal Revenue Code" shall mean the Internal Revenue Code of 1986,
as amended from time to time.

         "Invested Amount" shall mean, with respect to any Series and for any
date, an amount equal to the invested amount specified in the related
Supplement.

         "Investment Company Act" shall mean the Investment Company Act of 1940,
as amended from time to time.

         "Investor Certificate" shall mean any one of the certificates executed
by the Transferor and authenticated by or on behalf of the Trustee, in
substantially the form attached to the related Supplement, other than the
Transferor Certificate.

         "Investor Certificateholder" shall mean the Person in whose name an
Investor Certificate is registered in the Certificate Register.


                                       11
<PAGE>   18
         "Investor Collections" with respect to each Series, shall have the
meaning specified in the related Supplement.

         "Lien" shall mean any mortgage, deed of trust, pledge, hypothecation,
assignment, encumbrance, lien (statutory or other), preference, participation
interest, priority or other security agreement or preferential arrangement of
any kind or nature whatsoever resulting in an encumbrance against real or
personal property of a Person, including, without limitation, any conditional
sale or other title retention agreement, any financing lease having
substantially the same economic effect as any of the foregoing and the filing of
any financing statement under the UCC or comparable law of any jurisdiction to
evidence any of the foregoing.

         "Loss and Dilution Reserve" shall mean, with respect to any Series, the
amount set forth in the related Supplement.

         "Loss to Liquidation Ratio" shall mean, as to any date, the ratio
(expressed as a percentage) calculated by dividing (a) the aggregate Outstanding
Balance of all Receivables written off as uncollectible in accordance with the
Credit Policy and Procedures Manual by the Servicer during the one-month period
most recently ended by (b) the aggregate amount of Collections during such
one-month period.

         "Majority in Interest" shall mean, with respect to each Series, the
Holders of Certificates evidencing 51% or more of the aggregate
Certificateholders' Interest in such outstanding Series.

         "Moody's" shall mean Moody's Investors Service, Inc. or its successor.

         "Net Receivables Balance" shall mean, at any time, the excess of (a)
the aggregate Outstanding Balance of Receivables over (b) the sum of (i) the
aggregate Outstanding Balance of Receivables that are not Eligible Receivables
at such time, plus (ii) the Overconcentration Amount at such time, plus (iii)
the aggregate amount of Collections that have not been applied to the
corresponding Receivables on the records of the Servicer, plus (iv) the Extended
Term Receivable Reduction Amount, plus (v) the Government Receivable Reduction
Amount, plus (vi) the Floorplan Receivable Reduction Amount.

         "Obligor" shall mean each Person who is obligated to pay for
merchandise or services provided by any Originator which gave rise to a
Receivable, including any guarantor of such Person's obligations.

         "Officer's Certificate" shall mean, unless otherwise specified in this
Agreement, a certificate signed by the Chief Executive Officer, the Chief
Financial Officer, the Treasurer or


                                       12
<PAGE>   19
the Controller of the Transferor or of the Servicer or any Successor Servicer,
as the case may be, and delivered to the Trustee and each Rating Agency.

         "Opinion of Counsel" shall mean a written opinion of counsel, who,
unless otherwise specified, may be counsel for, or an employee of, the Person
providing the opinion, or an Affiliate of such Person, and who shall be
reasonably acceptable to the Trustee.

         "Originator" shall mean the divisions of Dell Marketing L.P., an
indirect wholly-owned subsidiary of Dell, and Dell Direct Sales L.P., an
indirect wholly-owned subsidiary of Dell, that are listed in Schedule II and any
other Person or division of any Person designated from time to time as an
Originator pursuant to the terms of Section 2.07 and the Receivables Purchase
Agreements.

         "Outstanding Balance" of any Receivable at any time shall mean the then
outstanding principal balance thereof.

         "Overconcentration Amount" shall mean, at any time, the sum of the
amounts, if any, by which the aggregate Outstanding Balance of Eligible
Receivables of the types specified in clauses (a) through (g) of the definition
of Concentration Limit in the related Supplement owned by the Trust exceeds the
aggregate of the respective Concentration Amounts.

         "Parent Undertaking Agreement" shall mean the agreement among Dell and
the Trustee, dated as of November 21, 1995, governing the terms and conditions
upon which Dell shall cause the performance of certain obligations of the
Servicer.

         "Partial Amortization Period" shall mean, if the Transferor has not
elected to begin depositing Cure Funds to the Cure Account of each Series
(thereby initiating a Cure Period) the period beginning on a Pool Non-compliance
Date and continuing until the earlier of (a) the date on which the Net
Receivables Balance equals or exceeds the Required Net Receivables Balance and
(b) the fifth consecutive day following such Pool Non-compliance Date.

         "Person" shall mean any individual, corporation, partnership, joint
venture, association, joint-stock company, trust, unincorporated organization,
Governmental Authority or any other entity of similar nature.

         "Pool Non-compliance Date" shall mean any day on which the Net
Receivables Balance falls below the Required Net Receivables Balance.

         "Principal Terms" shall mean, with respect to any Series: (a) the name
or designation; (b) the initial principal amount (or method for calculating such
amount); (c) the Certificate Rate (or method for the determination thereof); (d)
the payment date or


                                       13
<PAGE>   20
dates and the date or dates from which interest shall accrue; (e) the method for
allocating collections to Investor Certificate- holders; (f) the designation of
any Series Accounts and the terms governing the operation of any such Series
Accounts; (g) the issuer and terms of any form of Enhancement with respect
thereto; (h) the terms on which the Investor Certificates of such Series may be
exchanged for Investor Certificates of another Series, repurchased or redeemed
by the Transferor or remarketed to other investors; (i) the number of Classes of
Investor Certificates of such Series and, if more than one Class, the rights and
priorities of each such Class; (j) the Series Servicing Fee and the Series
Trustee's Fee; and (k) the Amortization Date and the Termination Date.

         "Purchase Price" shall have the meaning specified in each Receivables
Purchase Agreement.

         "Rating Agency" shall mean each such nationally-recognized statistical
rating organization which has rated any Series of Certificates at the request of
the Transferor.

         "Rating Agency Condition" shall mean, with respect to any specified
action, that each Rating Agency, upon the written request of the Transferor, the
Servicer or the Trustee, shall have notified such parties in writing that such
action in and of itself will not result in a reduction or withdrawal of the
rating of any outstanding Series or Class with respect to which it is a Rating
Agency.

         "Receivable" shall mean an account receivable shown on the records of
any Originator as of the Transfer Date, and from time to time thereafter,
arising from the delivery of merchandise or providing of services by any
Originator in the ordinary course of business of such Originator, including
without limitation all monies due or to become due and all Collections and other
amounts received from time to time with respect to such Receivable and all
proceeds (including, without limitation, "proceeds" as defined in the UCC of the
jurisdiction the law of which governs the perfection of the interest on the
Receivables transferred hereunder) thereof, including without limitation amounts
on deposit in any Dell Collection Accounts, and "Receivables" shall mean all
such Receivables.

         "Receivables Purchase Agreements" shall mean the agreement between Dell
Marketing L.P., as seller, and the Transferor, as purchaser, dated as of the
date hereof, and the agreement between Dell Direct Sales L.P., as seller, and
the Transferor, as purchaser, dated as of the date hereof, both of which govern
the terms and conditions upon which the Transferor shall have acquired the
Receivables transferred to the Trust, as the same may from time to time be
amended, modified or otherwise supplemented.



                                       14
<PAGE>   21
         "Reconveyed Receivable" shall have the meaning specified in Section
2.04.

         "Record Date" shall mean, with respect to any Distribution Date, the
last day of the preceding calendar month.

         "Removed Originator" shall have the meaning specified in Section
2.07(b).

         "Required Net Receivables Balance" shall mean as of any day of
determination, the sum of (i) the aggregate of the Loss and Dilution Reserves
for all outstanding Series, (ii) the aggregate of the Yield/Fee Reserves for all
outstanding Series and (iii) the aggregate of all Class A Invested Amounts for
all outstanding Series (computed as if reduced by (A) the amount of Cure Funds
held in the Cure Account for each Series and (B) the amount of funds held at
such time in the Concentration Account allocated to the Trust Partial
Amortization Amount allocable to each such Series).

         "Requirements of Law" shall mean any law, treaty, rule or regulation,
or final determination of an arbitrator or Governmental Authority, and, when
used with respect to any Person, the certificate of incorporation and by-laws or
other organizational or governing documents of such Person.

         "Responsible Officer" shall mean, (i) when used with respect to the
Trustee, any officer within the corporate trust department of the Trustee
including any vice president, assistant vice president, secretary, assistant
secretary, treasurer, assistant treasurer, trust officer or any other officer of
the Trustee who customarily performs functions similar to those performed by the
Persons who at the time shall be such officers, respectively, or to whom any
corporate trust matter is referred because of such officer's knowledge of and
familiarity with the particular subject, (ii) when used with respect to the
Transferor, any of the Chairman, the President, any Vice President, the
Treasurer, any Assistant Treasurer, the Secretary or any Assistant Secretary of
its general partner, (iii) when used with respect to the Servicer, Dell
Marketing L.P. or Dell Direct Sales L.P., any of the Chairman, the Chief
Executive Officer, the Chief Financial Officer, the General Counsel, the
Treasurer, any Assistant Treasurer, the Secretary or any Assistant Secretary of
its general partner and (iv) when used with respect to Dell, any of the
Chairman, the Vice Chairman, the Chief Executive Officer, the Chief Financial
Officer, the Treasurer, the General Counsel or the Secretary.

         "Revolving Period" shall mean, with respect to any Series, the period
specified in the related Supplement.


                                       15
<PAGE>   22
         "S&P" shall mean Standard & Poor's Corporation or Standard & Poor's
Ratings Group, as applicable, or the successor of either of them.

         "Series" shall mean any series of Investor Certificates.

         "Series Account" shall mean any deposit, trust, escrow, reserve or
similar account maintained for the benefit of the Investor Certificateholders of
any Series or Class, as specified in any Supplement.

         "Series Allocation Percentage" shall mean, with respect to any Series,
the percentage equivalent of a fraction, the numerator of which is the sum of
(a) the Class A Invested Amount for such Series (computed as if reduced by (A)
the amount of Cure Funds held in the Cure Account for such Series and (B) the
cumulative amount of funds held at such time in the Concentration Account
allocated to the portion of the Trust Partial Amortization Amount allocable to
such Series) plus (b) the Yield/Fee Reserve for such Series, plus (c) the Loss
and Dilution Reserve for such Series, and the denominator of which is the
aggregate of the amounts specified in clauses (a), (b) and (c) for all
outstanding Series.

         "Series Servicing Fee" shall mean, with respect to any Series, the
amount specified in the applicable Supplement.

         "Series Trustee's Fee" shall mean, with respect to any Series, the
amount specified in the applicable Supplement.

         "Service Transfer" shall have the meaning specified in Section 10.01.

         "Servicer" initially shall mean Dell USA, L.P., and after any Service
Transfer shall mean the Successor Servicer.

         "Servicer Default" shall have the meaning specified in Section 10.01.

         "Servicing Fee" shall have the meaning specified in Section 3.02(a).

         "Successor Servicer" shall have the meaning specified in Section
10.02(a).

         "Supplement" shall mean, with respect to any Series, a supplement to
this Agreement, executed and delivered in connection with the original issuance
of the Investor Certificates of such Series pursuant to Article VI, and all
amendments, modifications or supplements to this Agreement.



                                       16
<PAGE>   23
         "Supplemental Certificate" shall have the meaning specified in Section
6.08(c).

         "Tax Opinion" shall mean, with respect to any action, an Opinion of
Counsel who is not an employee of the Servicer or any Affiliate of the Servicer
to the effect that, for federal and Texas (and any other State where substantial
servicing activities in respect of Receivables are conducted by the Transferor
or the Servicer if there is a substantial change from present servicing
activities) state income and franchise tax purposes, (a) such action will not
adversely affect the characterization of the Investor Certificates of any
outstanding Series or Class as debt of the Transferor for tax purposes, (b) such
action will not cause a taxable event to any Investor Certificateholder, (c)
following such action the Trust should not be treated as an association (or
publicly traded partnership) taxable as a corporation, (d) in the case of the
original issuance of Certificates, either (i) the Investor Certificates will
properly be characterized as debt of the Transferor or (ii) the Investor
Certificates should properly be characterized as debt of the Transferor, or if
not debt, as an interest in a partnership and not in an association taxable as a
corporation and (e) in the case of Section 6.08(b), the Investor Certificates of
the new Series will be characterized as debt.

         "Termination Date" shall mean, with respect to any Series, the
termination date specified in the related Supplement.

         "Termination Notice" shall have the meaning specified in Section 10.01.

         "Transaction Documents" shall mean the collective reference to this
Agreement, any Supplement, any Certificates, the Receivables Purchase
Agreements, the Cross-Guarantee Agreement, the Parent Undertaking Agreement and
any Certificate Purchase Agreement.

         "Transfer" shall have the meanings specified in Section 2.01(a), it
being understood that the date of Transfer of any Receivable or other Trust
Asset shall be the date on which such Receivable or other Trust Asset shall be
created or otherwise arise and, in the case of such Receivable, be acquired by
the Transferor under the applicable Receivables Purchase Agreement.

         "Transfer Agent and Registrar" shall have the meaning specified in
Section 6.03(a).

         "Transfer Date" shall mean the initial date of Transfer of Receivables
into the Trust.

         "Transferor" shall mean Dell Receivables L.P., a Texas limited
partnership.


                                       17
<PAGE>   24
         "Transferor Certificate" shall mean the certificate executed by the
Transferor and authenticated by or on behalf of the Trustee, in substantially
the form of Exhibit A hereto.

         "Transferor Collections" shall mean, with respect to any date, that
portion of the Collections deposited to the Concentration Account equal to the
product of (i) the Transferor Percentage on such date times (ii) the aggregate
amount of such Collections.

         "Transferor Interest" shall have the meaning specified in Section
4.01(a).

         "Transferor Percentage" shall mean at any time 100% minus the aggregate
of the Floating Allocation Percentages of all outstanding Series at such time.

         "Transferor Receivable" shall mean a Receivable acquired by the
Transferor pursuant to a Receivables Purchase Agreement.

         "Transferor's Account" shall mean the special account (account number
40685227), under the dominion and control of the Transferor, for deposits by the
Servicer pursuant to the applicable Supplement, maintained at Citibank, N.A. in
New York, New York, or such other account at such other bank, under the dominion
and control of the Transferor, as Transferor may designate for such purpose from
time to time.

         "Trust" shall mean the Dell Trade Receivables Master Trust created by
this Agreement.

         "Trust Assets" shall have the meaning specified in Section 2.01(a).

         "Trust Early Amortization Event" shall have the meaning specified in
Section 9.01.

         "Trust Invested Amount" shall mean, at any time, the sum of the
Invested Amounts for all outstanding Series at such time.

         "Trust Partial Amortization Amount" shall mean, with respect to any
date of determination during a Partial Amortization Period, the amount by which
the Net Receivables Balance is less than the Required Net Receivables Balance.

         "Trustee" shall mean Norwest Bank Minnesota, National Association, in
its capacity as trustee on behalf of the Trust, or its successor in interest, or
any successor trustee appointed as herein provided.

         "Trustee's Account" with respect to each Series, shall have the meaning
specified in the related Supplement.



                                       18
<PAGE>   25
         "Trustee's Fee" shall have the meaning specified in Section 11.05(a).

         "Turnover Rate" shall mean, for any date, the average of the percentage
equivalent of a fraction for each of the three most recently ended months the
numerator of which is the Net Receivables Balance as of the last day of each
such month and the denominator of which is the aggregate balance of Receivables
transferred to the Trust during each such month; provided, however, that with
respect to any such months, or portion thereof, occurring prior to the Transfer
Date, the denominator of such fraction shall be the aggregate balance of
Receivables originated by the Originators during such month or portion thereof.

         "UCC" shall mean the Uniform Commercial Code, as amended from time to
time, as in effect in any applicable or specified jurisdiction.

         "Undivided Fractional Interest" with respect to each Series, shall have
the meaning specified in the related Supplement.

         "Weighted Average Term" shall mean, as of any date, a fraction the
numerator of which is the sum of the product for each Receivable generated by
the Originators during the preceding month of (i) the outstanding balance of
such Receivable (at the time such Receivable is transferred to the Trust) times
(ii) the payment term (in days) for each such Receivable, and the denominator of
which is the aggregate outstanding balance of such Receivables (at the time such
Receivable is transferred to the Trust).

         "Yield/Fee Reserve" with respect to each Series, shall have the meaning
specified in the related Supplement.

         SECTION 1.02. Other Definitional Provisions. (a) All terms defined in
this Agreement shall have the defined meanings when used in any certificate or
other document made or delivered pursuant hereto unless otherwise defined
therein.

         (b) As used herein and in any certificate or other document made or
delivered pursuant hereto or thereto, accounting terms not defined in this
Agreement, and accounting terms partly defined in this Agreement to the extent
not completely defined, shall have the respective meanings given to them under
generally accepted accounting principles or regulatory accounting principles, as
applicable and in effect from time to time. To the extent that the definitions
of accounting terms herein are inconsistent with the meanings of such terms
under generally accepted accounting principles or regulatory accounting
principles, the definitions contained herein shall control.

         (c) The words "hereof", "herein" and "hereunder" and words of similar
import when used in this Agreement shall refer to



                                       19
<PAGE>   26
this Agreement as a whole and not to any particular provision of this Agreement;
and Section, Schedule and Exhibit references contained in this Agreement are
references to Sections, Schedules and Exhibits in or to this Agreement unless
otherwise specified; and the term "including" means "including without
limitation".



                                       20
<PAGE>   27
                                   ARTICLE II

                             TRANSFER OF RECEIVABLES

         SECTION 2.01. Transfer of Receivables. (a) By execution of this
Agreement, the Transferor does hereby transfer, assign, set-over and otherwise
convey without recourse, except as expressly provided herein (the making of such
transfer, assignment, set-over and conveyance being a "Transfer", and so to
transfer, assign, set-over and otherwise convey being to "Transfer") to the
Trust, for the benefit of the Certificateholders:

         (i)  all of the Transferor's right, title and interest in, to and under
     all Transferor Receivables existing at the close of business on the
     Transfer Date and thereafter created from time to time, and conveyed to the
     Transferor under the Receivables Purchase Agreements from time to time,
     until the termination of the Revolving Period of the last outstanding
     Series, and all monies due or to become due and all Collections and other
     amounts received from time to time with respect to such Transferor
     Receivables and all proceeds (including, without limitation, "proceeds" as
     defined in the UCC of the jurisdiction the law of which governs the
     perfection of the interest in the Transferor Receivables transferred
     hereunder) thereof; and

         (ii) all of the Transferor's rights, remedies, powers and privileges
     under the Receivables Purchase Agreements.

Such property described in the preceding sentence, together with all monies from
time to time on deposit in, and all Eligible Investments and other securities,
instruments and other investments purchased from funds on deposit in, the
Concentration Account, the Dell Collection Accounts and any Series Account, and
any Enhancement shall constitute the assets of the Trust (collectively the
"Trust Assets").

         The foregoing Transfer does not constitute and is not intended to
result in an assumption by the Trust, the Trustee or any Certificateholder of
any obligation of the Servicer, Dell, the Transferor or any other Person in
connection with the Receivables or under the Receivables Purchase Agreements or
under any agreement or instrument relating thereto, including, without
limitation, any obligation to any Obligor. The foregoing Transfer to the Trust
shall be made to the Trustee, on behalf of the Trust, and each reference in this
Agreement to such Transfer shall be construed accordingly.

         The Transferor agrees to record and file from time to time, at its own
expense, financing statements and other documents (and amendments thereto,
assignments thereof and continuation statements, when applicable) with respect
to the Receivables and



                                       21
<PAGE>   28
the other Trust Assets now existing and hereafter created meeting the
requirements of applicable law in such manner and in such jurisdictions as are
necessary to perfect, and maintain perfection of, the Transfers of the
Receivables and the other Trust Assets to the Trust, and to deliver a
file-stamped copy of any such financing statement or other document or other
evidence of such filing to the Trustee on or prior to the Transfer Date. The
Trustee shall be under no obligation whatsoever to file any such financing
statements, documents, amendments, assignments or continuation statements, or to
make any other filing under the UCC in connection with such Transfer.

         The Servicer and the Transferor further agree, at their own expense, on
or prior to the Transfer Date, to mark their computer records in a manner
reasonably calculated to indicate that the Receivables have been conveyed, in
the case of any Originator, to the Transferor in accordance with the Receivables
Purchase Agreements and, in the case of the Transferor, to the Trust in
accordance with this Agreement for the benefit of the Certificate- holders.

         (b) The Trustee agrees to use its best efforts, and shall cause its
agents or representatives to use their best efforts, to hold in confidence all
Confidential Information; provided that nothing herein shall prevent the Trustee
from delivering copies of any financial statements and other documents
constituting Confidential Information, or disclosing any other Confidential
Information, (i) to a Successor Servicer or as required by a Requirement of Law
applicable to the Trustee, (ii) as required in the performance of the Trustee's
duties hereunder, (iii) as required in enforcing the rights of the
Certificateholders hereunder or (iv) as provided in any Supplement. The Trustee
agrees to take such measures as shall be reasonably requested by the Transferor
to protect and maintain the security and confidentiality of all Confidential
Information and, in connection therewith, will allow the Transferor to inspect
the Trustee's security and confidentiality arrangements from time to time during
normal business hours. The Trustee shall provide written notice to the
Transferor whenever any such disclosure is made.

         SECTION 2.02. Acceptance by Trustee. (a) The Trustee hereby
acknowledges its acceptance on behalf of the Trust of all right, title and
interest in and to the Trust Assets, now existing and hereafter created and
transferred to the Trust pursuant to Section 2.01 and the Trustee declares that
it shall maintain such right, title and interest, upon the trust herein set
forth, for the benefit of all Certificateholders.

         (b) The Trustee shall have no power to create, assume or incur
indebtedness or other liabilities in the name of the Trust other than as
contemplated in this Agreement.



                                       22
<PAGE>   29
         SECTION 2.03. Representations and Warranties of the Transferor Relating
to the Transferor. The Transferor hereby represents and warrants to the Trust as
of the date hereof and, by accepting on the Transfer Date the proceeds of such
Transfer, as of the Transfer Date and, with respect to any Series, as of the
date of the related Supplement and the related Initial Issuance Date, unless
otherwise stated in such Supplement, that:

         (a) Organization and Good Standing. The Transferor is a limited
partnership duly organized and validly existing under the laws of the State of
Texas and has full power, authority and legal right to own and convey its
properties and conduct its business as presently owned or conducted, to execute,
deliver and perform its obligations under this Agreement and the Receivables
Purchase Agreements, and to execute and deliver to the Trustee pursuant hereto
the Certificates.

         (b) Due Qualification. The Transferor is duly qualified to do business
and has obtained all necessary licenses or approvals, in each jurisdiction in
which failure to so qualify or to obtain such licenses or approvals would have a
material adverse effect on the Transferor's ability to perform its obligations
hereunder, under the applicable Supplement or under the Receivables Purchase
Agreements.

         (c) Due Authorization. The execution, delivery and performance of this
Agreement, the applicable Supplement and the Receivables Purchase Agreements by
the Transferor, the execution and delivery by the Transferor to the Trustee of
the Certificates, and the consummation by the Transferor of the transactions
contemplated by this Agreement, the applicable Supplement and the Receivables
Purchase Agreements, have been duly and validly authorized by all necessary
action on the part of the Transferor and this Agreement and the other agreements
and instruments executed or to be executed in connection herewith have been duly
executed and delivered on behalf of the Transferor.

         (d) Enforceability. Each of this Agreement, the applicable Supplement
and the Receivables Purchase Agreements constitutes a legal, valid and binding
obligation of the Transferor enforceable against the Transferor in accordance
with its terms, except as such enforceability may be limited by applicable
bankruptcy, reorganization, insolvency, moratorium or other similar laws
affecting creditors' rights generally, now or hereafter in effect, and except as
such enforceability may be limited by general principles of equity (whether
considered in a suit at law or in equity). Each of the Receivables Purchase
Agreements is in full force and effect, and is not subject, as to any party
thereto, to any specific dispute, offset, counterclaim or defense of such party.



                                       23
<PAGE>   30
         (e) No Conflict. The Transferor's execution and delivery of this
Agreement, any Supplement, the Receivables Purchase Agreements and the
Certificates, performance of the transactions contemplated by this Agreement,
any Supplement and the Receivables Purchase Agreements, and fulfillment of the
terms hereof and thereof applicable to the Transferor, do not contravene the
Transferor's limited partnership agreement, conflict with or violate any
Requirements of Law applicable to the Transferor, violate any provision of, or
require any filing (except for the filings under the UCC required by this
Agreement, each of which has been or is being duly made and will be in full
force and effect on the applicable Initial Issuance Date), registration, consent
or approval under, any Requirement of Law presently in effect having
applicability to the Transferor, except for such filings, registrations,
consents or approvals as have already been obtained and are in full force and
effect, conflict with, result in any breach of any of the material terms and
provisions of, or constitute (with or without notice or lapse of time or both) a
default under, any indenture, contract, agreement, mortgage, deed of trust or
other instrument to which the Transferor is a party or by which it or its
properties or assets are bound, or result in, or require, the creation or
imposition of any Lien upon or with respect to any of the properties now owned
or hereafter acquired by the Transferor other than as specifically contemplated
by this Agreement.

         (f) No Proceedings. There are no proceedings, injunctions, writs,
restraining orders or other orders or investigations pending or, to the best
knowledge of the Transferor, threatened against the Transferor before any
Governmental Authority.

         (g) Consents. No authorization, consent, license, order or approval of,
registration or declaration with any Person or Governmental Authority is
required to be obtained, effected or given by the Transferor in connection with
the execution and delivery of this Agreement, the applicable Supplement, the
Receivables Purchase Agreements, the transfer of the Trust Assets and the
Certificates to the Trust by the Transferor or the performance of its
obligations under this Agreement, the applicable Supplement and the Receivables
Purchase Agreements or the transactions contemplated hereby and thereby and the
fulfillment by the Transferor of the terms hereof, except for (i) the filing of
the financing statements or other documents required to have been filed on or
prior to the Transfer Date pursuant to Section 2.01, all of which were so filed
and are in full force and effect, and (ii) the filing from time to time of any
amendments, assignments or continuation statements which may become applicable
pursuant to Section 2.01.

         (h) Liens on Properties. Except as created hereby, and except for Liens
that will be terminated prior to the Transfer



                                       24
<PAGE>   31
Date, there are no Liens of any nature whatsoever on any Receivable. The
Transferor is not a party to any contract, agreement, lease or instrument (other
than this Agreement) the performance of which, either unconditionally or upon
the happening of an event, will result in or require the creation of any Lien on
any Receivable, or otherwise result in a violation of this Agreement.

         (i) Contractual Obligations. (i) The Transferor is not a party to any
indenture, loan or credit agreement or any lease or other agreement or
instrument, or subject to any Requirements of Law, that would have a material
adverse effect on the ability of the Transferor to carry out its obligations
under this Agreement, the applicable Supplement or the Receivables Purchase
Agreements, and (ii) neither the Transferor nor, to the best of the knowledge of
the Transferor, any other party is in default in any respect under or with
respect to the Receivables Purchase Agreements or any other material contract,
agreement, lease or other instrument to which the Transferor is a party.

         (j) Investment Company Act. The Transferor is not an "investment
company", or an "affiliated person" of, or "promoter" or "principal underwriter"
for, or a company controlled by, an "investment company", within the meaning of
and as such terms are defined in the Investment Company Act.

         (k) Locations. The chief place of business and chief executive office
of the Transferor, and the office where the Transferor keeps the originals of
its books, records and documents regarding the Receivables and the other Trust
Assets of the Transferor are located at the address of the Transferor specified
in Section 13.05. The Transferor maintains no other business locations.

         (l) Tradenames. The legal name of the Transferor is as set forth on the
signature page of this Agreement and the Transferor has no tradenames,
fictitious names, assumed names or "doing business as" names.

         (m) Subsidiaries. The Transferor has no subsidiaries.

         (n) Information. Each certificate, information, exhibit, financial
statement, document, book, record or report furnished by the Transferor to the
Trustee, each Rating Agency or the Servicer in connection with this Agreement is
accurate in all material respects as of its date.

         (o) Solvency. The Transferor is solvent and will not become insolvent
after giving effect to the transactions contemplated by this Agreement; the
Transferor is currently repaying all of its indebtedness as such indebtedness
becomes due; and, after giving effect to the transactions contemplated by this



                                       25
<PAGE>   32
Agreement, the Transferor will have adequate capital to conduct its business as
presently conducted and as contemplated by this Agreement.

         (p) Compliance. The Transferor has complied, and will comply on each
Initial Issuance Date, in all material respects with all Requirements of Law
with respect to it, its business and properties and all Receivables transferred
to the Trust hereunder and the Contracts related thereto.

         (q) Taxes. The Transferor has filed all material tax returns (federal,
state and local) which it reasonably believes are required to be filed and has
paid or made adequate provision for the payment of all taxes, assessments and
other governmental charges due from the Transferor or is contesting any such
tax, assessment or other governmental charge in good faith through appropriate
proceedings. The Transferor knows of no basis for any material additional tax
assessment for any fiscal year for which adequate reserves have not been
established.

         (r) Use of Proceeds. No proceeds of the issuance of any Certificate
will be used by the Transferor to acquire any security in a transaction that is
subject to Sections 13 and 14 of the Securities Exchange Act of 1934, as
amended, or to purchase or carry any margin security in violation of any
applicable law or regulation.

         (s) Dell Collection Accounts. The Dell Collection Account Banks are the
only institutions holding Dell Collection Accounts for the receipt of payments
from Dell Post-Office Boxes in respect of Receivables (subject to such changes
as may be made from time to time in accordance with Section 4.02(b)) and all
Obligors, and only such Obligors, have been or will be instructed to make
payments only to Dell Collection Accounts and such instructions have not been
modified or revoked by Transferor and such instructions are, to the best
knowledge of the Transferor, in full force and effect.

         (t) Trust Early Amortization Event. As of the Initial Issuance Date for
any Series, no Trust Early Amortization Event and no condition that with the
giving of notice and/or the passage of time would constitute a Trust Early
Amortization Event, has occurred and is continuing.

         (u) ERISA. No Plan (as defined in Section 3(3) of ERISA) maintained by
the Transferor or any of its ERISA Affiliates (as defined in Section 414(b),
(c), (m) or (o) of the Internal Revenue Code) has any accumulated funding
deficiency (within the meaning of Section 302 of ERISA or Section 412 of the
Internal Revenue Code), whether or not waived. The Transferor and each ERISA
Affiliate of the Transferor has timely made all contributions required to be
made by it to any Plan and Multiemployer Plan (as



                                       26
<PAGE>   33
defined in Section 4001(a)(3) of ERISA) to which contributions are or have been
required to be made since January 3, 1991 by the Transferor or such ERISA
Affiliate, and no event requiring notice to the PBGC (as defined in Section
2613.2 of ERISA Regulations) under Section 302(f) of ERISA has occurred and is
continuing or could reasonably be expected to occur with respect to any such
Plan, in any case, that could reasonably be expected to result, directly or
indirectly, in any Lien being imposed on the property of the Transferor or the
payment of any material amount to avoid such Lien. No Plan Event (as defined in
Section 4043 of ERISA) with respect to the Transferor or any of its ERISA
Affiliates has occurred or could reasonably be expected to occur that could
reasonably be expected to result, directly or indirectly, in any Lien being
imposed on the property of the Transferor or the payment of any material amount
to avoid such Lien.

         (v) Fraudulent Conveyance. The Transferor is not entering into the
transactions contemplated hereby with the intent of hindering, delaying or
defrauding creditors.

         (w) Limited Purpose. The Transferor engages in no activities other than
those contemplated by the Transaction Documents.

         The representations and warranties set forth in this Section 2.03 shall
survive the Transfer of the Receivables to the Trust and the issuance of the
Certificates, and shall cease and be of no effect upon repayment in full of the
Invested Amount of the last outstanding Series and all other obligations of the
Transferor hereunder. Upon discovery by the Transferor, the Servicer or the
Trustee of a material breach of any of the foregoing representations and
warranties, the party discovering such breach shall give prompt written notice
to the other parties and to any Enhancement Provider. The Trustee's obligations
in respect of any such breach are limited as provided in Section 11.02(g).

         SECTION 2.04. Representations and Warranties of the Transferor Relating
to the Trust Assets. The Transferor hereby represents and warrants to the Trust
as of the date hereof and, by accepting on the Transfer Date the proceeds of
such Transfer, as of the Transfer Date and, except for the representation and
warranty contained in subparagraph (j), by accepting on each date during the
Revolving Period for any Series the proceeds of each Transfer of Receivables, as
of such date, that:

         (a) Valid Transfer. Each of the Receivables Purchase Agreements creates
a valid sale, transfer and assignment to the Transferor of, and the Transferor
is the legal and beneficial owner of, all right, title and interest of the
Originators in and to the Receivables now existing and hereafter created during
the Revolving Period and the proceeds thereof. This Agreement constitutes a
valid transfer and assignment to the Trust of all right, title and



                                       27
<PAGE>   34
interest of the Transferor in and to the Receivables now existing and hereafter
created and purchased by the Transferor pursuant to the Receivables Purchase
Agreements, and in and to all other Trust Assets and the proceeds thereof and
such funds as are required to be deposited pursuant to this Agreement from time
to time in the Concentration Account, the Dell Collection Accounts and any
Series Account, or, if this Agreement does not constitute such a transfer and
assignment, constitutes a valid grant to the Trust of a first priority perfected
"security interest" (as defined in the UCC of the jurisdiction the law of which
governs the perfection of the interest in the Receivables and other Trust Assets
created hereunder) in all right, title and interest of the Transferor in and to
the Receivables now existing and hereafter created and purchased by the
Transferor pursuant to the Receivables Purchase Agreements, and in and to all
other Trust Assets and the proceeds thereof which, in the case of existing
Receivables and the other existing Trust Assets and the proceeds thereof, is
enforceable (except as such enforceability may be limited by applicable
bankruptcy, reorganization, insolvency, moratorium or other similar laws
affecting creditors' rights generally, now or hereafter in effect, and except as
such enforceability may be limited by general principles of equity, whether
considered in a suit at law or in equity) by the Trustee upon execution and
delivery of this Agreement, and which, in the case of the Receivables and all
other Trust Assets hereafter created and the proceeds thereof, will be
enforceable (except as such enforceability may be limited by applicable
bankruptcy, reorganization, insolvency, moratorium or other similar laws
affecting creditors' rights generally, now or hereafter in effect, and except as
such enforceability may be limited by general principles of equity, whether
considered in a suit at law or in equity) by the Trustee upon such creation.
Upon the filing of the appropriate financing statements and, in the case of
Receivables hereafter created and the proceeds thereof, upon the creation
thereof and payment therefor, the Trust shall have an ownership or first
priority perfected security interest in those Trust Assets and the proceeds
thereof in which a security interest may be perfected by filing appropriate
financing statements. The Transferor has caused the Servicer to clearly and
unambiguously mark all its computer records and all its microfiche storage
files, if any, regarding such Receivables as the property of the Trust and shall
cause the Servicer to maintain such records in a manner such that the Trust's
perfected interest of first priority in the Receivables shall not be adversely
affected in any material respect.

         (b) No Claim or Interest. Except as otherwise provided in this
Agreement or any applicable Supplement, neither the Transferor nor any Person
claiming through or under the Transferor has any claim to or interest in the
Concentration Account, the Dell Collection Accounts or any Series Account. Each
Receivable and the Collections with respect thereto has been or will be
transferred to the Trust free and clear of any adverse claim or interest of any



                                       28
<PAGE>   35
other Person (other than disputes with Obligors in the ordinary course of
business or in connection with an Insolvency Event of the related Obligor) not
holding through the Trust.

         (c) Outstanding Balance; Net Receivables Balance. As of the Initial
Issuance Date for any Series, the Net Receivables Balance is at least equal to
the sum of (i) the aggregate of the Loss and Dilution Reserves for all
outstanding Series, (ii) the aggregate of the Yield/Fee Reserves for all
outstanding Series and (iii) the Trust Invested Amount (computed as if reduced
by (A) the aggregate amount of Cure Funds held in the Cure Accounts of all
outstanding Series and (B) funds allocated to the Trust Partial Amortization
Amount and held in the Concentration Account).

         (d) Liens. Each Receivable and all other Trust Assets have been
Transferred to the Trust free and clear of any Lien except as created hereby or
by the Receivables Purchase Agreements.

         (e) Eligibility. Each Receivable was purchased in accordance with the
terms of the Receivables Purchase Agreements and each Receivable that was
classified as an "Eligible Receivable" by the Transferor in any document or
report delivered hereunder satisfied, at the time of such classification, the
requirements of eligibility contained in the definition of Eligible Receivable;
provided, however, that this representation shall not cover Reconveyed
Receivables.

         (f) Investment Company Act. Each Transfer of Receivables to the Trust
hereunder constitutes a purchase or other acquisition of notes, drafts,
acceptances, open accounts receivable or other obligations representing part or
all of the sales price of merchandise or services within the meaning of Section
3(c)(5) of the Investment Company Act.

         (g) Dell Post-Office Boxes, Dell Collection Accounts and the
Concentration Account. Specified on Schedule I hereto are (i) the Dell
Post-Office Box numbers, (ii) the names, addresses and ABA numbers of all the
Dell Collection Account Banks, together with the account numbers of the Dell
Collection Accounts and the name of a contact person at each Dell Collection
Account Bank and (iii) the name, address and ABA number of the Concentration
Account Bank, together with the account number and the name of a contact person
for the Concentration Account.

         (h) No Rescission. Neither any Receivable transferred hereunder nor any
Contract has been satisfied, subordinated or rescinded or except as disclosed in
writing to the Trustee, amended in any manner and such Receivables have not,
except as permitted hereunder, been compromised, adjusted, extended, satisfied,
subordinated, rescinded or modified.



                                       29
<PAGE>   36
         (i) No Payment. The Transferor has no knowledge of any fact which would
lead it to expect that, when billed, any Receivable transferred hereunder would
not be paid in accordance with its terms when due.

         (j) Offering of Certificates. Neither the Transferor nor any agent
acting on its behalf has, directly or indirectly, offered any Certificate or any
similar security of the Transferor for sale to, or solicited any offer to buy
any Certificate or any similar security of the Transferor from, or otherwise
approached or negotiated with respect thereto, with any Person which, and
neither the Transferor nor any agent acting on its behalf has taken or will take
any action which, would subject the issuance or sale of any Certificate to the
provisions of Section 5 of the Act or to the qualification provisions of any
securities or blue sky law of any applicable jurisdiction.

         In the event of a breach with respect to any Receivable of the
representation and warranty set forth in Section 2.04(e) (a) which cannot be
cured by the Business Day following the first day on which a Responsible Officer
of the Transferor has knowledge thereof and (b) which causes the Net Receivables
Balance to be less than the Required Net Receivables Balance, the Transferor
shall repurchase such Receivable (a "Reconveyed Receivable") from the Trust such
that the payment for such Reconveyed Receivable is sufficient to cause the Net
Receivables Balance to be equal to or greater than the Required Net Receivables
Balance. The Servicer shall deduct the unpaid balance of such Reconveyed
Receivable from the balance of Eligible Receivables in the Trust and on and
after the date of such removal, such Reconveyed Receivable shall not be included
in the calculation of the Net Receivables Balance. As payment for such
Reconveyed Receivable, the Transferor shall make or cause to be made a deposit
in the Cure Accounts of each outstanding Series in immediately available funds
in an amount equal to the aggregate of the unpaid principal balance of such
Reconveyed Receivable. The Transferor shall make such deposit, or cause such
deposit to be made, by the close of business on the Business Day following the
day a Responsible Officer of the Transferor obtains knowledge of the existence
of such Reconveyed Receivable. Such deposit shall be considered payment in full
for such Reconveyed Receivable during the Collection Period in which such
payment occurs. Collections related to Reconveyed Receivables shall be deposited
by the Trustee to the Transferor's Account. At the expense of the Servicer or
the Transferor, the Trustee shall execute such documents and instruments of
transfer or assignment as shall be prepared by the Transferor or the Servicer,
and shall take such other actions as shall reasonably be requested by the
Transferor, to effect the removal of such Reconveyed Receivable from the Trust
pursuant to this paragraph. Upon removal of a Reconveyed Receivable from the
Trust, the Trust shall automatically and without further action be deemed to
transfer, assign, set-over and otherwise convey to or upon the order of the
Transferor,



                                       30
<PAGE>   37
without recourse, representation or warranty, all the right, title and interest
of the Trust in and to such Reconveyed Receivable and Collections with respect
thereto and all proceeds thereof. The obligation of the Transferor set forth in
this paragraph shall constitute the sole remedy respecting any breach of the
representations and warranties set forth in this Section 2.04(e) with respect to
such Receivable available to the Investor Certificateholders (or the Trustee on
behalf of the Investor Certificateholders) or any other Indemnified Party.

         The representations and warranties set forth in this Section 2.04 shall
survive the Transfer of the Receivables to the Trust and the issuance of the
Certificates, and shall cease and be of no effect upon repayment in full of the
Invested Amount of the last outstanding Series and all other obligations of the
Transferor hereunder. Upon discovery by the Transferor, the Servicer or the
Trustee of a material breach of any of the foregoing representations and
warranties, the party discovering such breach shall give prompt written notice
to the other parties and to any Enhancement Provider. The Trustee's obligations
in respect of any such breach are limited as provided in Section 11.02(g).

         SECTION 2.05. Affirmative Covenants of the Transferor. The Transferor
hereby covenants and agrees that, until termination of the Trust:

         (a) Compliance with Law. The Transferor shall duly satisfy all
obligations on its part to be fulfilled under or in connection with the
Receivables, will maintain in effect all qualifications required under
Requirements of Law in order to properly purchase and convey the Receivables and
other Trust Assets to the Trust and will comply in all material respects with
all Requirements of Law applicable to the Transferor, its business and
properties and the Trust Assets, where failure to so comply would have a
material adverse effect on the Trust Assets or the ability of the Transferor to
perform in any material respects its obligations hereunder or under the
Receivables Purchase Agreements.

         (b) Preservation of Legal Existence. The Transferor will preserve and
maintain its legal existence, rights, franchises and privileges in the
jurisdiction of its formation, and qualify and remain qualified in each
jurisdiction where the failure to maintain such qualification would materially
and adversely affect (i) the interests of the Trustee or of the Investor
Certificate- holders hereunder or in the Trust Assets, (ii) the collectibility
of any Receivable or (iii) the ability of the Transferor or the Servicer to
perform its obligations hereunder or under the Receivables Purchase Agreements
in any material respects.

         The Transferor shall provide to the Trustee access to the documentation
regarding the Receivables in such cases where the Trustee is required in
connection with the enforcement of the



                                       31
<PAGE>   38
rights of Certificateholders or by applicable statutes or regulations to review
such documentation, such access being afforded without charge but only (i) upon
reasonable written request, (ii) during normal business hours, (iii) subject to
the Transferor's normal security and confidentiality procedures and (iv) at
reasonably accessible offices in the continental United States designated by the
Transferor.

         (c) Keeping of Records and Books of Account. The Transferor will (i)
keep proper books of record and account, which shall be maintained or caused to
be maintained by the Transferor and shall be separate and apart from those of
any Affiliate of the Transferor, in which full and correct entries shall be made
of all financial transactions and the assets and business of the Transferor in
accordance with generally accepted accounting principles consistently applied,
(ii) maintain and implement administrative and operating procedures (including,
without limitation, the ability to recreate records evidencing the Receivables
in the event of the destruction of the originals thereof) and (iii) keep and
maintain all documents, books, records and other information reasonably
necessary or advisable for the collection of all Receivables (including, without
limitation, records adequate to permit the daily identification of each new
Receivable and all Collections of and adjustments to each existing Receivable).

         (d) Location of Records. The Transferor will keep its chief place of
business, chief executive office and the office where it keeps the books,
records and documents regarding the Receivables and the other Trust Assets at
the address of the Transferor referred to in Section 13.05.

         (e) Maintenance of Separate Director. The general partner of the
Transferor will maintain at least one independent director who is not an
officer, director, shareholder (holding more than a five percent interest in) or
employee of (i) Dell or (ii) any Affiliate of Dell or the Transferor (other than
the limited partner of the Transferor), or a parent, child, spouse or sibling of
any such Person; provided, however, that if such independent director dies or
resigns, the general partner of the Transferor shall have 10 Business Days to
replace that Person with another independent director. The general partner of
the Transferor will not, without the consent of such independent director,
acquiesce, petition or otherwise invoke the process of any Governmental
Authority for the purpose of commencing or sustaining a case against the
Transferor under any federal or state bankruptcy, insolvency or similar law or
appointing a receiver, liquidator, assignee, trustee, custodian, sequestrator or
other similar official of the Transferor or any substantial part of its property
or ordering the winding-up or liquidation of the affairs of the Transferor.



                                       32
<PAGE>   39
         (f)   Payment of Taxes, Etc. The Transferor will pay promptly when due
all taxes, assessments and governmental charges or levies imposed upon it or any
Trust Asset, or in respect of its income or profits therefrom, and any and all
claims of any kind, except that no such amount need be paid if (i) such
nonpayment could not reasonably be expected to subject any Indemnified Party to
civil or criminal penalty or liability or involve any risk of the sale,
forfeiture or loss of any of the property, rights or interests covered hereunder
or under the Receivables Purchase Agreements, (ii) the charge or levy is being
contested in good faith through appropriate proceedings and (iii) the obligation
to pay such amount is adequately reserved against in accordance with and to the
extent required by generally accepted accounting principles.

         (g)   Reporting Requirements. The Transferor will:

         (i)   within one Business Day after a Responsible Officer obtains
     knowledge of the occurrence of any Trust Early Amortization Event, the
     commencement of a Partial Amortization Period or Cure Period or any event
     which, with the giving of notice or lapse of time or both, would constitute
     a Trust Early Amortization Event, notify (either orally or in writing) the
     Trustee of such occurrence;

         (ii)  as soon as possible and in any event (A) within three Business
     Days after a Responsible Officer obtains knowledge of the occurrence of any
     Trust Early Amortization Event, the commencement of a Partial Amortization
     Period or Cure Period, or any event which, with the giving of notice or
     lapse of time or both, would constitute a Trust Early Amortization Event,
     furnish to the Trustee and each Rating Agency the written statement of a
     Responsible Officer setting forth details of such Trust Early Amortization
     Event, the commencement of such Partial Amortization Period or Cure Period
     or such event and the action which the Transferor has taken and proposes to
     take with respect thereto, and (B) within three Business Days after a
     Responsible Officer obtains knowledge thereof, give written notice to the
     Trustee and each Rating Agency of any other event, development or
     information which is reasonably likely to materially and adversely affect
     the ability of the Transferor to perform its obligations under this
     Agreement or the Receivables Purchase Agreements;

         (iii) promptly, from time to time, furnish to the Trustee such other
     information, documents, records or reports regarding the Receivables, the
     other Trust Assets or the condition or operations, financial or otherwise,
     of the Transferor as the Trustee may from time to time reasonably request;


                                       33
<PAGE>   40
         (iv) as soon as practicable and in any event not later than the later
     of (A) 50 days after the close of each of its first three fiscal quarters
     and (B) five days after the report of Dell on Form 10-Q is required to be
     filed with the Securities and Exchange Commission (taking into account any
     extensions), deliver to the Trustee and each Rating Agency its unaudited
     financial statements (including balance sheets as of the end of such
     period, related revenue and expense statements, and a statement of cash
     flows) (subject to normal year-end adjustments), certified by the Chief
     Financial Officer or Chief Accounting Officer of the Transferor and
     prepared in accordance with generally accepted accounting principles
     consistently applied; and

         (v)  as soon as practicable and in any event not later than the later
     of (A) 100 days after the close of each of its fiscal years and (B) 10 days
     after the report of Dell on Form 10-K is required to be filed with the
     Securities and Exchange Commission (taking into account any extensions),
     deliver to the Trustee and each Rating Agency its audited financial
     statements (including balance sheets as of the end of such period, related
     revenue and expense statements, and a statement of cash flows) certified by
     Independent Public Accountants and prepared in accordance with generally
     accepted accounting principles consistently applied.

         (h) Receivables Purchase Agreements. The Transferor will at its expense
timely perform and comply in all material respects with all provisions,
covenants and other promises required to be observed by it under the Receivables
Purchase Agreements, maintain the Receivables Purchase Agreements in full force
and effect, enforce its rights under the Receivables Purchase Agreements
substantially in accordance with the terms thereof and comply with its
obligations under all Contracts and invoices giving rise to Receivables. The
Transferor shall, within one Business Day after a Responsible Officer obtains
knowledge of the occurrence of any Termination Event or any event which, with
the giving of notice or lapse of time or both, would constitute a Termination
Event, notify (either orally or in writing) the Trustee of such occurrence. The
Transferor shall promptly furnish to the Trustee copies of any notices, reports
or certificates given or delivered to the Transferor under the Receivables
Purchase Agreements.

         (i) UCC Opinion. The Transferor shall deliver to the Trustee, on or
before April 30 of each year, beginning with April 30, 1996, an Opinion of
Counsel to the Transferor (who may be counsel employed by the Transferor or an
Affiliate of the Transferor), dated as of a date subsequent to the end of the
immediately preceding fiscal year, substantially to the effect that, in the
opinion of such counsel, either (A) such action has been taken with respect to
the recording, registering, filing, rerecording, re-registering and re-filing of
financing statements,



                                       34
<PAGE>   41
continuation statements or other instructions or documents as is necessary to
continue the perfection of the interests of the Trustee in and to the
Receivables conveyed hereby (to the same extent as such interest was perfected
on the Transfer Date with respect to the Receivables then owned by the
Transferor) and reciting the details of such action or referring to prior
Opinions of Counsel in which such details are given or (B) no such action is
necessary to continue the perfection of such interests.

         (j) Further Action. The Transferor shall, from time to time, execute
and deliver to the Trustee any instruments, financing or continuation statements
or other writings reasonably necessary to maintain the perfection or priority of
the Trustee's ownership or security interest in the Receivables and the
Collections under the UCC or other applicable law. The Transferor shall, from
time to time, execute and deliver to the Obligors on the Receivables any bills,
statements and letters or other writings necessary to carry out the terms and
provisions of this Agreement and to facilitate the collection of the Receivables
in a manner consistent with the Credit Policy and Procedures Manual.

         SECTION 2.06. Negative Covenants of the Transferor. The Transferor
hereby further covenants that, unless it shall have received the written consent
of a Majority in Interest of each outstanding Series and the Rating Agency
Condition shall have been satisfied, until termination of the Trust:

         (a) No Liens. Except for the Transfer hereunder and the security
interest granted pursuant to Section 2.01(a), the Transferor will not sell,
pledge, assign or transfer any Receivable or any interest therein or any other
Trust Asset to any other Person, or grant, create, incur, assume or suffer to
exist any Lien on, any Trust Asset or any other property or asset of the
Transferor (other than the Transferor Certificate, any Supplemental Certificate
and funds deposited to the Transferor's Account pursuant to the applicable
Supplement or the Transferor Certificate), whether now existing or hereafter
created, or any interest therein, and the Transferor shall defend the right,
title and interest of the Trust in and to the Trust Assets, whether now existing
or hereafter created, against all claims of third parties claiming through or
under the Transferor.

         (b) Activities of the Transferor. The Transferor will not engage in,
enter into or be a party to any business, activity or transaction of any kind
other than the businesses, activities and transactions contemplated and
authorized by this Agreement or the Receivables Purchase Agreements or any
document related hereto or thereto or incidental to its ability to carry out its
obligations under such agreements.

         (c) Indebtedness. Except for the Subordinated Notes, the Transferor
will not create, incur or assume any indebtedness


                                       35
<PAGE>   42
(other than operating expenses incurred in the performance of or incidental to
its obligations under this Agreement which shall not exceed $50,000 per annum)
or sell or transfer any receivables to a trust or other Person which issues
securities in respect of any such receivables.

         (d) Guarantees. Except as provided herein, the Transferor will not
become or remain liable, directly or indirectly, in connection with any
indebtedness or other liability of any other Person, whether by guarantee,
endorsement (other than endorsements of negotiable instruments for deposit or
collection in the ordinary course of business), agreement to purchase or
repurchase, agreement to supply or advance funds, or otherwise.

         (e) Investments. The Transferor will not make or suffer to exist any
loans or advances to, or extend any credit to, or make any investments (by way
of transfer of property, contributions to capital, purchase of stock or
securities or evidences of indebtedness, acquisition of the business or assets,
or otherwise) in, any Affiliate or any other Person except for purchases of
Receivables pursuant to the terms of the Receivables Purchase Agreements,
investments in Eligible Investments in accordance with the terms of this
Agreement and holding the Transferor Certificate.

         (f) Extension or Amendment of Receivables. The Transferor will not
extend, amend or otherwise modify (or consent or fail to object to any such
extension, amendment or modification by the Servicer), except as permitted in
Section 3.01(c), the terms of any Receivable, or amend, modify or waive (or
consent or fail to object to any such amendment, modification or waiver by the
Servicer) any payment term or condition of any invoice related thereto (other
than as provided in the Credit Policy and Procedures Manual) if the effect of
such amendment, modification or waiver would impair the collectibility or delay
the payment of any then existing Receivable beyond 60 days from the date of the
invoice. The Transferor will not rescind or cancel, or permit the rescission or
cancellation of, any Receivable except as ordered by a court of competent
jurisdiction or other Governmental Authority. Notwithstanding the foregoing
provisions of this Section 2.06(f), each of the Transferor and the Servicer may
extend, amend, modify, cancel or rescind (and the Transferor need not object to
any such action by the Servicer) any Diluted Receivable in connection with a
valid dispute; provided, however, that such amendment, modification,
cancellation or rescission shall not have a material adverse effect on the
interests of the Certificateholders.

         (g) Change in Legal Name. The Transferor will not (i) make any change
to its legal name, identity or business structure in any manner or chief
executive office or use any tradenames, fictitious names, assumed names or
"doing business as" names unless, prior to the effective date of any such name
change, change in chief executive office, or use, the Transferor delivers to the



                                       36
<PAGE>   43
Trustee such financing statements (Forms UCC-l and UCC-3) executed by the
Transferor which the Trustee may reasonably request to reflect such name change,
change in chief executive office, or use, together with such other documents and
instruments that the Trustee may reasonably request in connection therewith or
(ii) change its jurisdiction of organization unless the Trustee shall have
received from the Transferor (A) written notice of such change at least 45 days
prior to the effective date thereof, and (B) prior to the effective date
thereof, if requested by the Trustee, an Opinion of Counsel, in form and
substance reasonably satisfactory to the Trustee, as to such organization and
the Transferor's valid existence and good standing and the continued perfection
of the interests of the Trustee in and to the Receivables conveyed hereby (to
the same extent as such interest was perfected on the Transfer Date with respect
to the Receivables then owned by the Transferor).

         (h) Receivables Purchase Agreements. The Transferor will not (i) cancel
or terminate the Receivables Purchase Agreements or consent to or accept any
cancellation or termination thereof, (ii) amend or otherwise modify any term or
condition of the Receivables Purchase Agreements or give any consent, waiver or
approval thereunder, (iii) waive any default under or breach of the Receivables
Purchase Agreements or (iv) take any other action under the Receivables Purchase
Agreements not contemplated or required by the terms thereof.

         (i) Organization. Except as permitted by Section 2.06(k), the
Transferor will not amend its limited partnership agreement.

         (j) Maintenance of Separate Existence. The Transferor will not (i) fail
to do all things necessary to maintain its existence as a limited partnership
separate and apart from the Servicer, Dell Marketing L.P., Dell Direct Sales
L.P., Dell, any Affiliate of Dell, and any Affiliate of the Transferor
including, without limitation, conducting business correspondence in its own
name and maintaining appropriate and separate books, records and financial
statements; (ii) suffer any limitation on the authority of its own partners and
officers to conduct its business and affairs in accordance with their
independent business judgment, or authorize or suffer any Person other than its
own partners and officers to act on its behalf with respect to matters (other
than matters customarily delegated to others under powers of attorney) for which
a limited partnership's own partners and officers would customarily be
responsible; (iii) fail to (A) maintain or cause to be maintained by an agent of
the Transferor under the Transferor's control physical possession of all its
books and records, (B) maintain capitalization adequate for the conduct of its
business, (C) account for and manage its liabilities separately from those of
any other Person, including, without limitation, payment of all payroll and
other administrative expenses and taxes from its own assets, (D) segregate and
identify separately all of its money and



                                       37
<PAGE>   44
assets from those of any other Person (including, but not limited to,
maintaining separate bank accounts in its own name), and (E) maintain offices
through which its business is conducted separate from those of the Servicer,
Dell Marketing L.P., Dell Direct Sales L.P., Dell, any Affiliate of Dell and any
Affiliate of the Transferor (other than the general partner of the Transferor)
(provided that, to the extent that the Transferor and the general partner of the
Transferor, on the one hand, and any of its Affiliates have offices in the same
location, there shall be a fair and appropriate allocation of overhead costs and
expenses among them, each such entity shall bear its fair share of such costs
and expenses and each such office shall be conspicuously identified as the
office of such entity); (iv) commingle its money or other assets with those of
the Servicer, Dell Marketing L.P., Dell Direct Sales L.P., Dell, any Affiliate
of Dell or any Affiliate of the Transferor, or use its funds for other than the
Transferor's uses; (v) fail to (A) maintain its books, financial statements,
accounting records and other business documents and records complete and
separate from those of the Servicer, Dell Marketing L.P., Dell Direct Sales
L.P., Dell or any other entity, (B) act solely in its legal name and through its
authorized officers and agents or the authorized officers and agents of its
general partner, (C) make investments directly or by brokers engaged and paid by
the Transferor or its agents, (D) separately manage its liabilities from those
of the Servicer, Dell Marketing L.P., Dell Direct Sales L.P., Dell or any
Affiliate of Dell and pay its own liabilities, including all administrative
expenses, from its own separate assets (provided that, to the extent employees
of the Transferor participate in pension, insurance and other benefit plans of
Dell or any Affiliate thereof, the Transferor will reimburse Dell or such
Affiliate, as the case may be, for an appropriate share of the costs thereof),
(E) pay from its assets all obligations and indebtedness of any kind incurred by
it and (F) abide by all legal formalities, including the maintenance of current
partnership records; (vi) assume the liabilities of the Servicer, Dell Marketing
L.P., Dell Direct Sales L.P., Dell or any Affiliate of Dell; (vii) guarantee the
liabilities or securities of the Servicer, Dell Marketing L.P., Dell Direct
Sales L.P., Dell or any Affiliate of Dell; (viii) be involved in the day-to-day
management of the Servicer, Dell Marketing L.P., Dell Direct Sales L.P. or Dell;
(ix) act as agent of Dell Marketing L.P. or Dell Direct Sales L.P. or allow Dell
Marketing L.P. or Dell Direct Sales L.P. to act as its agent; (x) make any
advances to Dell Marketing L.P. or Dell Direct Sales L.P.; (xi) acting through
its general partner, have insufficient officers and personnel to conduct its
business and operations; (xii) enter into business transactions with any of its
Affiliates unless the terms are not more or less favorable to the Transferor in
any material respect than terms and conditions available at the time to the
Transferor for comparable transactions with unaffiliated persons and a majority
of the Board of Directors of the general partner of the Transferor including
each director who is an independent director approve the



                                       38
<PAGE>   45
transaction; (xiii) if the Transferor is included within the consolidated
financial statements of Dell or any Affiliate thereof, fail to disclose in a
footnote in the financial reports required by Section 2.05(g) the existence of
the Transferor as a separate legal entity and the participation of the
Transferor in the transactions contemplated by the Transaction Documents or
(xiv) fail to establish investment guidelines and criteria by a majority of the
Board of Directors of its general partner including at least one director who is
an independent director.

         (k) Ownership; Merger. The Transferor will not, unless the Rating
Agency Condition is satisfied, (i) admit any partner (other than its current
partners) or permit either of its current partners to transfer all or any
portion of its partnership interest in the Transferor to any Person (other than
the other current partner), or enter into any transaction of merger or
consolidation, or convey or otherwise dispose of all or substantially all of its
assets (except as contemplated herein) or (ii) terminate, liquidate or dissolve
itself (or suffer any termination, liquidation or dissolution), or (iii) acquire
or be acquired by any Person, except indirectly in connection with a
consolidation or merger of Dell with any of its Controlled Affiliates, in
connection with which the Trustee shall have received an Opinion of Counsel,
which counsel shall not be an employee of the Transferor, Dell or any of their
respective Affiliates, that such consolidation or merger does not affect the
separate existence of Transferor.

         (l) ERISA. The Transferor shall promptly give the Trustee notice of the
following events, as soon as possible and in any event within 30 days after a
Responsible Officer of the Transferor obtains knowledge thereof: (i) the
occurrence or expected occurrence of any material Reportable Event with respect
to any Plan to which the Transferor or any of its ERISA Affiliates contributed,
or any withdrawal from, or the termination, reorganization or Insolvency Event
of any Multiemployer Plan to which the Transferor or any of its ERISA Affiliates
contributes or to which contributions have been required to be made by the
Transferor or such ERISA Affiliate since January 3, 1991 or (ii) the institution
of proceedings or the taking of any other action by the PBGC or the Transferor
or any of its ERISA Affiliates or any such Multiemployer Plan with respect to
the withdrawal from, or the termination, reorganization or Insolvency Event of,
any such Plan or Multiemployer Plan.

         SECTION 2.07. Addition and Removal of Originators. (a) At any time
following the Transfer Date, the Transferor may designate any Affiliate of Dell
or any division of (1) Dell Marketing L.P., (2) Dell Direct Sales L.P. or (3)
any other Affiliate of Dell as an Originator (an "Additional Originator")
provided that the following conditions are satisfied: (A) either (i) the average
of the aggregate principal balance of Receivables generated by such Additional
Originator as of the last day of each



                                       39
<PAGE>   46
of the immediately preceding twelve months does not exceed 5% of the average of
the aggregate principal balance of Eligible Receivables owned by the Trust as of
the last day of each of such twelve months or (ii) the Rating Agency Condition
shall have been satisfied, (B) such Additional Originator shall be subject to
the provisions of the Cross-Guarantee Agreement, (C) Dell Marketing L.P. or Dell
Direct Sales L.P., as the case may be, shall guarantee all obligations of such
Additional Originator pursuant to the Transaction Documents, (D) all opinions
with respect to any Originator given on the Initial Issuance Date shall be
affirmed on the date the Transferor designates an Additional Originator and (E)
the Transferor shall not designate more than two Additional Originators in any
twelve-month period unless the Rating Agency Condition is satisfied.

         (b) The Transferor may cause any Originator to no longer be designated
as an "Originator" (a "Removed Originator"), and the Transferor shall cease
purchasing Receivables from such Removed Originator, provided that (i) the
average of the aggregate principal balance of Receivables generated by such
Removed Originator as of the last day of each of the immediately preceding
twelve months does not exceed 5% of the average of the aggregate principal
balance of Eligible Receivables owned by the Trust as of the last day of each of
such twelve months, (ii) the Transferor provides timely written notice of such
change in designation to each Rating Agency, (iii) the Rating Agency Condition
shall have been satisfied and (iv) the Transferor shall have delivered to the
Trustee and any Enhancement Provider an Officer's Certificate stating that the
Transferor reasonably believes that the removal of such Removed Originator will
not result in the occurrence of a Trust Early Amortization Event.

         (c) Notwithstanding anything in this Section 2.07 to the contrary, no
Originator shall be designated as an Additional Originator or a Removed
Originator on any day if, as of such day, the aggregate cumulative amount of
Receivables generated by Additional Originators or Removed Originators,
including any Originator to be designated as an Additional Originator or a
Removed Originator on such day, is greater or less than the aggregate principal
balance of Eligible Receivables owned by the Trust as of the day prior to such
removal or addition by 10% or more.

         (d) Notwithstanding anything in this Section 2.07 to the contrary, a
Majority in Interest of each outstanding Series may consent to changes in the
foregoing subsections (a), (b) and (c) hereof, provided that the Rating Agency
Condition has been satisfied and notice has been given to the Trustee.



                                       40
<PAGE>   47
                                   ARTICLE III

                   ADMINISTRATION AND SERVICING OF RECEIVABLES

         SECTION 3.01. Acceptance of Appointment and Other Matters Relating to
the Servicer. (a) Dell USA L.P. agrees to act as the Servicer for the benefit of
the Certificateholders under this Agreement (subject to Article X) and the
Certificateholders by their acceptance of the Certificates consent to Dell USA
L.P. so acting as Servicer.

         (b) The Servicer shall (subject to Article X) enforce its respective
rights and interests in, to and under the Receivables and the other Trust Assets
on behalf of the Trust. The Servicer shall service, administer and collect the
Receivables and, in connection therewith, the Servicer shall take or cause to be
taken all such actions as may be necessary or advisable to collect each
Receivable from time to time, all in accordance with applicable laws, rules and
regulations, with reasonable care and diligence, and in accordance with the
Credit Policy and Procedures Manual.

         (c) Provided that no Trust Early Amortization Event or Servicer Default
shall have occurred and be continuing, and no Partial Amortization Period shall
have commenced and be continuing, the Servicer may, in accordance with the
Credit Policy and Procedures Manual, extend the maturity, adjust the Outstanding
Balance, or otherwise modify the terms of any Defaulted Receivable or amend,
modify or waive any payment term or condition of any invoice related thereto,
all as it may determine to be appropriate to maximize Collections thereof;
provided that, for all purposes hereunder, any such Receivable shall remain a
"Defaulted Receivable" in the amount of its Outstanding Balance (without giving
effect to any such extension, adjustment, amendment, modification or waiver)
until paid or charged off as uncollectible.

         (d) The Servicer shall have full power and authority, acting alone or
through any party properly designated by it hereunder, to do any and all things
in connection with such servicing and administration which it may deem necessary
or desirable, subject to the terms and conditions of this Agreement and the
applicable Supplement. Without limiting the generality of the foregoing and
subject to Section 10.01 and any limitations provided in any Supplement, the
Servicer or its designee is hereby authorized and empowered (i) to instruct the
Trustee to make withdrawals and payments from the Concentration Account, subject
to the limitations set forth in Section 4.02(a) and as otherwise set forth in
this Agreement, (ii) to instruct the Trustee to make withdrawals and payments
from the Series Accounts, subject to the limitations set forth in the related
Supplement and as otherwise set forth in this Agreement, (iii) to instruct the
Trustee to take any action required or permitted under any Enhancement, (iv) to



                                       41
<PAGE>   48
make any filings, reports, notices, applications and registrations with, and to
seek any consents or authorizations from, the Securities and Exchange Commission
and any state securities authority on behalf of the Trust as may be necessary or
advisable to comply with any federal or state securities laws or reporting
requirements, and (v) only (A) with the prior consent of a Majority in Interest
of each outstanding Series and (B) upon satisfaction of the Rating Agency
Condition, to subcontract with any other Person (excluding the Transferor) (at
the Servicer's expense) for servicing, administering or collecting the
Receivables; provided that such Person shall not become Servicer hereunder and
the Servicer shall remain liable for the performance of the duties and
obligations of the Servicer pursuant to the terms hereof. The Trustee shall
execute any documents furnished by the Servicer which are necessary or
appropriate to enable the Servicer to carry out its servicing and administrative
duties hereunder and acceptable in form and substance to the Trustee. The
Trustee shall, upon the written request of the Servicer, furnish the Servicer
with any documents then in the Trustee's possession which are necessary or
appropriate to enable the Servicer to carry out its servicing and administrative
duties hereunder.

         (e) The Servicer shall not, and no Successor Servicer shall be
obligated to, use separate servicing procedures, offices, employees or accounts
for servicing the Receivables from the procedures, offices, employees and
accounts used by the Servicer or such Successor Servicer, as the case may be, in
connection with servicing other trade receivables or its business in general.

         (f) The relationship of the Servicer (and of any Successor Servicer
under this Agreement) to the Trustee under this Agreement is intended by the
parties to be that of an independent contractor to or with the Trust and shall
not be construed to be that of a joint venturer, partner, or agent, such that
the acts of the Servicer (or any Successor Servicer) are in any way vicariously
attributable to the Trustee in its individual capacity prior to such time as the
Trustee may serve as Servicer pursuant to the provisions of Article X.

         SECTION 3.02. Servicing Compensation; Servicer's Expenses.

         (a) Compensation. As full compensation for its servicing activities
hereunder, the Servicer shall be entitled to receive a monthly servicing fee
(the "Servicing Fee") for each Collection Period (or portion thereof) from the
Initial Issuance Date for each Series until the termination of the Amortization
Period, payable in arrears on the Distribution Date with respect to such
Collection Period (or portion), in an amount equal to the aggregate of the
Series Servicing Fees specified in the Supplements. The Servicing Fee shall be
payable only from Investor Collections pursuant to, and subject to the priority
of payment set



                                       42
<PAGE>   49
forth in, the Supplements; provided, however, that if the Trustee is appointed
Successor Servicer, and Investor Collections are insufficient to pay the
Servicing Fee in full, the Trustee may seek payment of the Servicing Fee from
Dell under the Parent Undertaking Agreement.

         (b) Expenses. The Servicer's expenses include the Trustee's Fee (to the
extent not paid from Collections) and all documented expenses and liabilities
(other than any liability of the Trust with respect to any amount payable solely
out of Collections or any personal liability of the Trust to repay the
Certificates) of the Trust not expressly stated herein to be for the account of
the Certificateholders, including without limitation expenses related to
enforcement of the Receivables and the other amounts due to the Trustee pursuant
to Section 11.05, the reasonable fees and disbursements of the Independent
Public Accountants in connection with this Agreement, any Supplement and the
Receivables Purchase Agreements, and other fees and documented expenses
including but not limited to the costs of filing UCC continuation statements;
provided that in no event shall the Servicer be liable for any federal, state or
local income or franchise tax, or any interest or penalties with respect
thereto, assessed on the Trust, the Trustee or the Certificateholders except as
expressly provided herein. Such expenses shall be payable first, by the Servicer
out of the Servicing Fee, second, to the extent not paid by the Servicer, by the
Transferor for its own account, third, to the extent the Transferor shall fail
to pay any of such expenses, by the Servicer for its own account, and the
Servicer shall not be entitled to any payment for any such expenses other than
the Servicing Fee and reimbursement from the Transferor, and fourth, to the
extent not paid by the Servicer or the Transferor, by Dell pursuant to the
Parent Undertaking Agreement. In addition, to the extent not paid from the
Servicing Fee, the Transferor shall pay for its own account, and, if the
Transferor fails to do so, the Servicer will pay, all fees and expenses incurred
by or on behalf of the Servicer in connection with its servicing activities
hereunder (including without limitation expenses related to enforcement of the
Receivables and the costs of a Service Transfer) or otherwise in connection
herewith (including without limitation the fees and expenses set forth above),
and the Servicer will not be entitled to any fee or other payment from, or claim
on, any of the Trust Assets (other than the Servicing Fee and reimbursement from
the Transferor). The Transferor's and Servicer's covenant to pay the expenses
and disbursements provided in this Section 3.02(b) shall survive the termination
of the Trust.

         SECTION 3.03. Representations and Warranties of the Servicer. Dell USA
L.P., as Servicer, hereby represents and warrants, as of the date hereof and as
of the Transfer Date, and, with respect to any Series, as of the date of the
related Supplement and the related Initial Issuance Date, in each case unless
otherwise stated in such Supplement:



                                       43
<PAGE>   50
         (a) Organization. The Servicer is a limited partnership duly organized
and validly existing under the applicable laws of Texas and has, in all material
respects, full power, authority and legal right to own its properties and
conduct its business including its receivables servicing business as such
properties are presently owned and as such business is presently conducted and
as is proposed to be conducted under this Agreement, any Supplement and the
Cross-Guarantee Agreement, and to execute, deliver and perform its obligations
under this Agreement, any Supplement and the Cross-Guarantee Agreement.

         (b) Due Qualification. The Servicer is duly qualified to do business
(or is exempt from such requirements), and has obtained all necessary licenses
and approvals, in each jurisdiction in which the servicing of the Receivables in
accordance with the terms of this Agreement, any Supplement and the
Cross-Guarantee Agreement requires such qualification, except where failure to
so qualify or to obtain such licenses or approvals would not have a material
adverse effect upon the Certificateholders or on its ability to perform its
obligations as Servicer under this Agreement, any Supplement and the
Cross-Guarantee Agreement.

         (c) Due Authorization. The Servicer's execution, delivery and
performance of this Agreement, each Supplement, the Cross-Guarantee Agreement
and the other agreements and instruments executed or to be executed by the
Servicer as contemplated hereby or thereby, and the consummation of the
transactions contemplated by this Agreement, each Supplement and the
Cross-Guarantee Agreement, have been duly and validly authorized by all
necessary action on the part of the Servicer.

         (d) Binding Obligation. Each of this Agreement, each Supplement and the
Cross-Guarantee Agreement constitutes a legal, valid and binding obligation of
the Servicer enforceable against it in accordance with its terms except as such
enforceability may be limited by applicable bankruptcy, reorganization,
insolvency, moratorium or other similar laws affecting creditors' rights
generally, now and hereafter in effect, and except as such enforceability may be
limited by general principles of equity (whether considered in a suit at law or
in equity).

         (e) No Conflict. The Servicer's execution and delivery of this
Agreement and the Cross-Guarantee Agreement, performance of the transactions
contemplated by this Agreement, each Supplement and the Cross-Guarantee
Agreement, and fulfillment of the terms hereof and thereof applicable to the
Servicer, do not conflict with or violate in any material respects any
Requirements of Law applicable to the Servicer, or conflict with, result in any
breach of any of the material terms and provisions of, or constitute (with or
without notice or lapse of time or both) a default under, any material
indenture, contract, agreement, mortgage, deed of trust or



                                       44
<PAGE>   51
other instrument to which the Servicer is a party or by which it or its
properties are bound.

         (f) No Proceedings. There are no proceedings or investigations pending
or, to the best knowledge of the Servicer, threatened against the Servicer
before any Governmental Authority (i) asserting the illegality, invalidity or
unenforceability, or seeking any determination or ruling that would affect the
legality, binding effect, validity or enforceability, of this Agreement, any
Supplement or the Cross-Guarantee Agreement, (ii) seeking to prevent the
issuance of the Certificates or the consummation of any of the transactions
contemplated by this Agreement, any Supplement or the Cross-Guarantee Agreement,
or (iii) seeking any determination or ruling that is reasonably likely to
materially and adversely affect the financial condition or operations of the
Servicer or the performance by the Servicer of its obligations under this
Agreement, any Supplement or the Cross-Guarantee Agreement.

         (g) No Consents. No authorization, consent, license, order or approval
of or registration or declaration with any Person or Governmental Authority is
required to be obtained, effected or given by the Servicer in connection with
the execution and delivery of this Agreement, any Supplement or the
Cross-Guarantee Agreement by the Servicer or the performance of its obligations
hereunder and thereunder.

         (h) Dell Post-Office Boxes, Dell Collection Accounts and the
Concentration Account. Specified on Schedule I hereto are (i) the Dell
Post-Office Box numbers, (ii) the names, addresses and ABA numbers of all the
Dell Collection Account Banks, together with the account numbers of the Dell
Collection Accounts and the name of a contact person at each Dell Collection
Account Bank and (iii) the name, address and ABA number of the Concentration
Account Bank, together with the account number and the name of a contact person
for the Concentration Account.

         (i) Payment Instructions. The Servicer has notified the Obligor on each
Receivable to make payments on such Receivable to either one of the Dell
Post-Office Boxes or one of the Dell Collection Accounts.

         (j) Daily Reports and Determination Date Certificates. Each Daily
Report and Determination Date Certificate delivered by the Servicer pursuant to
this Agreement shall be true and correct in all material respects as of the date
such report or certificate is delivered.

         (k) Servicer Default. No Servicer Default has occurred or is
continuing.



                                       45
<PAGE>   52
         (l) Trust Early Amortization Event. No Trust Early Amortization Event
has occurred or is continuing.

         Each Successor Servicer, by acceptance of its appointment hereunder,
shall, as of the date of such appointment and, with respect to any Series issued
after such date, as of the date of the related Supplement and the related
Initial Issuance Date, make substantially similar representations and warranties
as those contained above.

         The representations and warranties set forth in this Section 3.03 shall
survive the Transfer of the Receivables to the Trust and the issuance of the
Certificates, and shall cease and be of no effect upon repayment in full of the
Invested Amount of the last outstanding Series and all other obligations of the
Transferor hereunder. Upon a discovery by the Transferor, the Servicer or the
Trustee of a material breach of any of the foregoing representations and
warranties, the party discovering such breach shall give prompt written notice
to the other parties. The Trustee's obligations in respect of any such breach
are limited as provided in Section 11.02(g).

         SECTION 3.04. Covenants of the Servicer. The Servicer hereby covenants
and agrees that, until termination of the Trust:

         (a) Change in Accounts. The Servicer will not (i) make any changes to
Schedule I hereto or (ii) amend any instruction to any Obligor or any Dell
Collection Account Bank with respect to any Dell Post-Office Box or Dell
Collection Account or (iii) terminate or substitute any Cure Account, in any
case (A) except as otherwise required or permitted pursuant to Section 4.02 or
the applicable Supplement and (B) unless the Trustee shall have received notice
of such change, amendment, termination or substitution and executed copies of
Dell Collection Account Letters to each new Dell Collection Account Bank.

         (b) Collections. (i) In the event that the Servicer receives any
Collections, the Servicer agrees to hold all such Collections in trust and to
deposit such Collections to the appropriate Collection Account as soon as
practicable, but in no event later than two Business Days after receipt thereof.

         (ii) In the event that any Affiliate of the Servicer receives any
Collections, the Servicer agrees to cause such Affiliate to hold all such
Collections in trust and to cause such Affiliate to deposit such Collections to
the appropriate Collection Account as soon as practicable, but in no event later
than five Business Days after receipt thereof.

         (c) Compliance with Requirements of Law. The Servicer will duly satisfy
in all material respects all obligations on its part to be fulfilled under or in
connection with each Receivable,



                                       46
<PAGE>   53
will maintain in effect all qualifications required under any Requirements of
Law in order to service properly each Receivable and will comply in all material
respects with all other Requirements of Law in connection with servicing each
Receivable.

         (d) Extension or Amendment of Receivables. The Servicer will not
extend, amend or otherwise modify (or consent or fail to object to any such
extension, amendment or modification by the Transferor), except as permitted in
Section 3.01(c), the terms of any Receivable, or amend, modify or waive (or
consent or fail to object to any such amendment, modification or waiver by the
Transferor) any payment term or condition of any invoice related thereto (other
than as provided in the Credit Policy and Procedures Manual) if the effect of
such amendment, modification or waiver would impair the collectibility or delay
the payment of any then existing Receivable beyond 60 days from the date of the
invoice. The Servicer will not rescind or cancel, or permit the rescission or
cancellation of, any Receivable except as ordered by a court of competent
jurisdiction or other Governmental Authority. Notwithstanding the foregoing
provisions of this Section 3.04(d), each of the Servicer and the Transferor may
extend, amend, modify, cancel or rescind (and the Servicer need not object to
any such action by the Transferor) any Diluted Receivable in connection with a
valid dispute; provided, however, that such amendment, modification,
cancellation or rescission shall not have a material adverse effect on the
interests of the Certificateholders.

         (e) Protection of Certificateholders' Rights. The Servicer will take no
action which would impair the rights of Certificateholders in any Receivable or
Trust Asset, except as provided in this Agreement.

         (f) Deposits to Concentration Account, any Dell Collection Account or
any Series Account. The Servicer will not deposit or otherwise credit, or cause
to be so deposited or credited, or consent or fail to object to any such deposit
or credit known to it, cash or cash proceeds other than Collections to the
Concentration Account, any Dell Collection Account or any Series Account.

         (g) Receivables Not To Be Evidenced by Promissory Notes. The Servicer
will take no action to cause any Receivable to be evidenced by any "instrument"
(as defined in the UCC of the jurisdiction the law of which governs the
perfection of the interest in such Receivable created hereunder), except in
connection with its enforcement, in which event the Transferor shall deliver
such instrument to the Trustee as soon as reasonably practicable but in no event
more than three Business Days after execution thereof.

         (h) Reporting Requirements. The Servicer will:



                                       47
<PAGE>   54
         (i)   within one Business Day after a Responsible Officer obtains
     knowledge of the occurrence of a Servicer Default or a Trust Early
     Amortization Event, the commencement of a Partial Amortization Period or
     Cure Period or any event which, with the giving of notice or lapse of time
     or both, would constitute a Servicer Default or Trust Early Amortization
     Event, notify (either orally or in writing) the Trustee of such occurrence;

         (ii)  as soon as possible and in any event (A) within three Business
     Days after a Responsible Officer obtains knowledge of the occurrence of a
     Servicer Default or any Trust Early Amortization Event, the commencement of
     a Partial Amortization Period or Cure Period, or any event which, with the
     giving of notice or lapse of time or both, would constitute a Servicer
     Default or a Trust Early Amortization Event, furnish to the Trustee and
     each Rating Agency the written statement of a Responsible Officer setting
     forth details of such Servicer Default or Trust Early Amortization Event,
     the commencement of such Partial Amortization Period or Cure Period or such
     event and the action which the Servicer has taken and proposes to take with
     respect thereto, and (B) within three Business Days after a Responsible
     Officer obtains knowledge thereof, give written notice to the Trustee and
     each Rating Agency of any other event, development or information which is
     reasonably likely to materially and adversely affect the ability of the
     Servicer to perform its obligations under this Agreement;

         (iii) promptly, from time to time, furnish to the Trustee such other
     information, documents, records or reports regarding the Receivables, the
     other Trust Assets or the condition or operations, financial or otherwise,
     of the Servicer as the Trustee may from time to time reasonably request;

         (iv)  as soon as practicable and in any event not later than the later
     of (A) 50 days after the close of each of its first three fiscal quarters
     in any fiscal year and (B) five days after the report of Dell on Form 10-Q
     is required to be filed with the Securities and Exchange Commission (taking
     into account any extensions), deliver to the Trustee and each Rating Agency
     its unaudited financial statements (including balance sheets as of the end
     of such period, related revenue and expense statements, and a statement of
     cash flows) (subject to normal year-end adjustments), certified by the
     Chief Financial Officer or Chief Accounting Officer of the Servicer and
     prepared in accordance with generally accepted accounting principles
     consistently applied; and

         (v)   as soon as practicable and in any event not later than the later
     of (A) 100 days after the close of each of its


                                       48
<PAGE>   55
     fourth fiscal quarter in any fiscal year and (B) 10 days after the report
     of Dell on Form 10-K is required to be filed with the Securities and
     Exchange Commission (taking into account any extensions), deliver to the
     Trustee and each Rating Agency its unaudited financial statements
     (including balance sheets as of the end of such period, related revenue and
     expense statements, and a statement of cash flows) certified by the Chief
     Financial Officer or Chief Accounting Officer of the Servicer and prepared
     in accordance with generally accepted accounting principles consistently
     applied.

         The Servicer shall provide to the Trustee access to the documentation
regarding the Receivables in such cases where the Trustee is required in
connection with the enforcement of the rights of Certificateholders or by
applicable statutes or regulations to review such documentation, such access
being afforded without charge but only (i) upon reasonable request, (ii) during
normal business hours, (iii) subject to the Servicer's normal security and
confidentiality procedures and (iv) at reasonably accessible offices in the
continental United States designated by the Servicer.

         (i) Filing of Continuation Statements. The Servicer shall prepare and
file such continuation statements and any other documents reasonably requested
by the Trustee, Transferor or any of the Certificateholders or which may
otherwise be required by law to fully preserve and protect the interest of the
Trustee, Transferor or any of the Certificateholders hereunder in and to the
Receivables.

         (j) Change in its Credit Policy and Procedures Manual. The Servicer
shall comply with and perform its servicing obligations with respect to the
Receivables in accordance with the Credit Policy and Procedures Manual, except
insofar as any failure to so comply or perform would not adversely affect the
Certificateholders in any material respect. Subject to compliance with all
Requirements of Law, the Transferor or the Servicer, as applicable, may change
the terms and provisions of the Credit Policy and Procedures Manual; provided,
however, that (i) with respect to a material change of collection policies, the
Rating Agency Condition is satisfied with respect thereto and (ii) with respect
to a change of collection procedures, no material adverse effect on any Series
of Certificate would result.

         (k) Notification of Obligors. The Servicer will notify the Obligor on
each Receivable purchased by the Trust on or after the Transfer Date to make
payments on such Receivable to one of the Dell Collection Accounts.

         (l) Modification of Systems. The Servicer agrees, promptly after the
replacement or any material modification of any computer, automation or other
operating systems (in respect of



                                       49
<PAGE>   56
hardware or software) used to provide the Servicer's services as Servicer or to
make any calculations or reports hereunder, to give notice of any such material
replacement or modification to the Trustee.

         (m) Servicer Business Days. No later than December 1 of each year, the
Servicer shall furnish the Trustee with a list of days other than Saturday and
Sunday, on which the Servicer shall be closed during the immediately succeeding
year, except that with respect to the calendar year 1995, the Servicer shall
furnish such list to the Trustee on or before the Transfer Date.

         (n) Keeping of Records and Books of Account. The Servicer shall
maintain and implement administrative and operating procedures (including,
without limitation, the ability to recreate records evidencing the Receivables
in the event of the destruction of the originals thereof), and keep and maintain
all documents, books, microfiche, computer records and other information reason-
ably necessary or advisable for the collection of all the Receiv- ables. Such
documents, books, microfiche, and computer records shall reflect all customary
facts giving rise to the Receivables, all payments and credits with respect
thereto, and the computer records shall be clearly marked to show the interests
of the Trust in the Receivables. The Servicer shall hold on behalf of the Trust
(to the extent of its interest therein) any document evidencing or securing a
Receivable and any Contract related to such Receivable and necessary to the
servicing of such Receivable and the collection thereof in accordance with the
terms of this Agreement. Such holding by the Servicer shall be in trust and
shall be deemed to be the holding thereof by the Trustee for purposes of
perfecting the Trust's rights therein as provided in the UCC.

         (o) Insurance. The Servicer shall use its best efforts to maintain with
a responsible company, and at its own expense, its current commercial crime
insurance as is commercially available at a cost that is not generally regarded
as excessive by industry standards, with coverage on all officers, employees or
other persons acting in any capacity requiring such persons to handle funds,
money, documents or papers relating to the Receivables.

         SECTION 3.05. Reports and Records for the Trustee.

         (a) Daily Records. On each Business Day, the Servicer shall provide by
telecopy to the Trustee, and upon request to any Enhancement Provider and each
Investor Certificateholder, the Daily Report and, to the extent not covered in
the Daily Report, a record setting forth (i) the Collections in respect of the
Receivables processed by the Servicer on the immediately preceding Business Day,
(ii) the amount of Eligible Receivables as of the close of business on the
immediately preceding Business Day and (iii) the Floating Allocation Percentage
for each Series at the close of business on the immediately preceding Business
Day. To the extent



                                       50
<PAGE>   57
that the aggregate Invested Amount of all outstanding Series is zero, and the
Discount Amount specified in the Supplement for each outstanding Series has been
allocated in full, the Servicer shall be obligated to forward the Daily Report
to the Trustee only on the first Business Day of each month and on each
Determination Date or such other date as specified in writing by the Trustee.

         (b) Determination Date Certificate. On or before each Determination
Date with respect to each outstanding Series, the Servicer shall deliver by
telecopy to the Trustee and each Rating Agency and the Trustee shall deliver to
each Investor Certificate- holder a Determination Date Certificate for such
Determination Date.

         SECTION 3.06. Annual Certificate of Servicer. On or before April 30 of
each calendar year, beginning with April 30, 1996, the Servicer shall deliver to
the Trustee, each Rating Agency and each Enhancement Provider an Officer's
Certificate, executed by the chief financial officer of the Servicer,
substantially in the form of Exhibit B hereto. A copy of each such certificate
will be sent to each Investor Certificateholder by the Trustee. On or before
April 30, 1996, the Servicer shall deliver to the Rating Agencies a report in
which the Servicer will recalculate, based on a sample of Receivables, the
average period of time which passes between the creation of a Receivable and the
point at which such Receivables becomes a Diluted Receivable. To the extent that
such recalculation indicates a period of time which materially differs from 1.5
months, the Servicer will adjust its calculation of the Class A Dynamic Loss and
Dilution Reserve Percentage and the Class B Dynamic Loss and Dilution Reserve
Percentage under each Supplement, subject to satisfaction of the Rating Agency
Condition.

         SECTION 3.07. Semi-Annual Servicing Report of Independent Public
Accountants. Within 90 days of the Transfer Date and on a semi-annual basis on
or before April 30 and October 31 of each calendar year, beginning with April
30, 1996, the Servicer shall cause the Independent Public Accountants to furnish
a report (addressed to the Trustee) to the Trustee, the Servicer, each Rating
Agency and each Enhancement Provider substantially to the effect set forth in
Exhibit G.

         SECTION 3.08. Tax Treatment. The Transferor has entered into this
Agreement, and the Investor Certificates have been (or will be) issued to and
acquired by the Investor Certificateholders, with the intention that, for
federal, state and local income and franchise tax law purposes, the Investor
Certificates will be indebtedness of the Transferor secured by the Receivables.
The Transferor, by entering into this Agreement, and each Certificate- holder,
by the acceptance of its Certificate, agree to treat the Certificates for
purposes of federal, state and local income and franchise taxes as indebtedness
of the Transferor. Unless either (i) the Trustee or the Servicer shall receive
an Opinion of Counsel



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<PAGE>   58
based on a change in applicable law occurring after the date hereof that the
Internal Revenue Code requires such a filing or (ii) the Internal Revenue
Service shall determine that the Trust is required to file such a return in
accordance with the foregoing, the Transferor agrees that it will report its
income for such federal, state and local income or franchise taxes on the basis
that it is the owner of the Receivables.

         SECTION 3.09. Notices to Dell USA L.P. In the event that Dell USA L.P.
is no longer acting as Servicer, any Successor Servicer shall deliver or make
available to Dell Marketing L.P., Dell Direct Sales L.P. and the Transferor each
certificate and report required to be delivered thereafter pursuant to Sections
3.05(b), 3.06 and 3.07.

         SECTION 3.10. Adjustments. If the Servicer makes a mistake with respect
to the amount of any Collection and deposits or pays an amount that is less than
or more than the actual amount of such Collection, the Servicer shall
appropriately adjust the amount subsequently deposited into the Trustee's
Account or Transferor's Account or paid to reflect such mistake and send written
notice thereof to the Trustee. Any Receivable in respect of which a dishonored
check is received shall be deemed not to have been paid.

         SECTION 3.11. Securities and Exchange Commission Filings. For so long
as Dell or any of its Affiliates is the Servicer, the Servicer shall deliver or
cause to be delivered to the Trustee, the Investor Certificateholders and each
Rating Agency copies of each report of Dell, the Transferor, Dell USA L.P., Dell
Marketing L.P., Dell Direct Sales L.P. and any other Affiliate of Dell which is
a party to any Transaction Document filed with the Securities and Exchange
Commission on Forms 10-K and 10-Q promptly after any such filing has been made.



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<PAGE>   59
                                   ARTICLE IV

                        RIGHTS OF CERTIFICATEHOLDERS AND

                    ALLOCATION AND APPLICATION OF COLLECTIONS

         SECTION 4.01. Rights of Certificateholders. (a) The Investor
Certificates shall represent fractional undivided beneficial interests in the
Trust (with respect to each Series, the "Certificateholders' Interest"), which
shall consist of the right to receive, to the extent necessary to make the
required payments with respect to the Investor Certificates of such Series at
the times and in the amounts specified in the related Supplement, the portion of
Collections allocable to Investor Certificateholders of such Series pursuant to
this Agreement and the related Supplement from funds on deposit in the
Concentration Account allocable to Certificateholders of such Series and funds
on deposit in any related Series Account and funds available pursuant to any
related Enhancement (collectively with respect to all Series, the "Aggregate
Certificateholders' Interest"), it being understood that the Investor
Certificates of any Series or Class shall not represent any interest in any
Series Account or Enhancement for the benefit of any other Series or Class. The
Transferor Certificate shall represent the fractional undivided beneficial
interest in the remainder of the Trust Assets not allocated pursuant to this
Agreement or any Supplement to the Aggregate Certificateholders' Interest,
including the right to receive Collections with respect to the Receivables and
other amounts at the times and in the amounts specified in this Agreement or in
any Supplement to be paid to the Holder of the Transferor Certificate (the
"Transferor Interest"); provided, however, that the Transferor Certificate shall
not represent any interest in the Concentration Account, any Dell Collection
Account, any Series Account or any Enhancement, except as specifically provided
in this Agreement or any Supplement.

         (b) The Floating Allocation Percentage for each Series, which is the
percentage that determines the portion of the Aggregate Certificateholders'
Interest allocable to such Series, and the Transferor Percentage, which is the
percentage that determines the Transferor Interest, shall be initially computed
by the Servicer as of the opening of business of the Servicer on the Initial
Issuance Date for the related Series. Thereafter until the commencement of the
Amortization Period or Partial Amortization Period, the Floating Allocation
Percentage for each Series and the Transferor Percentage, and through the
recomputations thereof the Certificateholders' Interest for each Series and the
Transferor Interest, shall be recomputed by the Servicer as of the close of
business of the Servicer on each Business Day. Each of the Certificateholders'
Interests, the Floating Allocation Percentage for each Series, the Transferor
Interest and the Transferor Percentage (i) shall remain constant from the time
as of which any such computation or recomputation is made until the time as of



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<PAGE>   60
which the next such recomputation, if any, shall be made and (ii) as computed as
of the close of business of the Servicer on the Business Day immediately
preceding the commencement of the Amortization Period or a Partial Amortization
Period, shall remain constant at all times during the Amortization Period or
such Partial Amortization Period.

         SECTION 4.02. Establishment of Concentration Account and Dell
Collection Accounts.

         (a) Concentration Account. On or prior to the Transfer Date, the
Servicer, for the benefit of the Certificateholders, shall establish and
maintain or cause to be established and maintained in the name of the Trustee,
on behalf of the Trust, with an Eligible Institution a segregated trust account
accessible by the Trustee (such account being the "Concentration Account" and
such institution holding such account being the "Concentration Account Bank"),
such account bearing a designation clearly indicating that the funds deposited
therein are held for the benefit of the Certificateholders. The Trustee shall
possess all right, title and interest in and to all funds from time to time on
deposit in the Concentration Account and in all proceeds thereof. The
Concentration Account shall be under the sole dominion and control of the
Trustee for the benefit of the Certificateholders. Except as expressly provided
in this Agreement, the Servicer agrees that it shall have no right of setoff or
banker's lien against, and no right to otherwise deduct from, any funds held in
the Concentration Account for any amount owed to it by the Trustee, the Trust or
any Certificateholder. The Servicer shall cause Collections to be deposited into
the Concentration Account by the close of business on the day of receipt thereof
in a Dell Collection Account. The Transferor will cause the Originators to
deposit any Collections received by any of them into a Dell Collection Account
within two Business Days following the Business Day on which such Collections
are so received or, if such day is not a Business Day, the next succeeding
Business Day. Notwithstanding the foregoing, if and to the extent that funds
that are not Collections are deposited into the Concentration Account, the
Servicer may direct the Trustee to withdraw such funds from the Concentration
Account and deposit them in the Transferor's Account.

         If, at any time, the institution holding the Concentration Account
ceases to be an Eligible Institution, the Servicer, upon obtaining actual
knowledge thereof, for the benefit of the Certificateholders, shall within 30
Business Days (i) establish a new Concentration Account meeting the conditions
specified above with an Eligible Institution, (ii) transfer any cash and/or any
investments held therein or with respect thereto to such new Concentration
Account and (iii) in the case of any new Concentration Account, deliver to all
Dell Collection Account Banks new Dell Collection Account Letters (with copies
thereof to the Trustee) referring to such new Concentration Account, and from
the



                                       54
<PAGE>   61
date such new Concentration Account is established, it shall be the
"Concentration Account". Pursuant to the authority granted to the Servicer in
Section 3.01, the Servicer shall have the power to instruct the Trustee to make
withdrawals and payments from the Concentration Account for the purposes of
carrying out the Servicer's or the Trustee's duties specified in this Agreement.

         Funds on deposit in the Concentration Account or, in the case of funds
on deposit on any Deposit Date or Distribution Date, funds required pursuant to
the applicable Supplement to be deposited to the Trustee's Account or the
Transferor's Account on such date, shall at the direction of the Servicer be
invested by the Trustee or the Eligible Institution maintaining such accounts in
Eligible Investments as instructed by the Servicer in writing, or by telephone
confirmed promptly in writing (which may be a standing instruction) (or if not
so instructed, then invested by the Trustee or the Eligible Institution
maintaining such accounts in any Eligible Investments listed in clause (d) of
the definition of Eligible Investments). All such Eligible Investments shall be
held by the Trustee or the Eligible Institution maintaining such accounts for
the benefit of the Certificateholders. Such funds shall be invested in Eligible
Investments that will mature so that funds will be available in amounts
sufficient for the Servicer to make each distribution required under the
applicable Supplement on the Distribution Date with respect to such Collection
Period. Funds deposited in the Concentration Account on a Determination Date
with respect to the next following Distribution Date are not required to be
invested overnight. On each Distribution Date, all interest and other investment
earnings (net of losses and investment expenses) received on funds on deposit in
the Concentration Account, to the extent such investment income is not needed to
pay the Certificateholders on such Distribution Date, shall be paid to the
Transferor, except as otherwise specified in any Supplement. The Trustee is
hereby authorized, unless otherwise directed by the Servicer, to effect
transactions in Eligible Investments through a capital markets affiliate of the
Trustee.

         (b) Dell Collection Accounts. On or prior to the Transfer Date, the
Servicer, for the benefit of the Certificate- holders, shall establish and
maintain or cause to be established and maintained (i) post-office boxes to
which Obligors will remit payments with respect to any Receivable (each such
post-office box, a "Dell Post-Office Box") and (ii) in the name of the Trustee,
on behalf of the Trust, with an Eligible Institution, segregated accounts
accessible by the Trustee (each such account, a "Dell Collection Account").
Obligors will be directed to remit payments with respect to their Receivables to
a Dell Post-Office Box or a Dell Collection Account. The Dell Post-Office Boxes
and Dell Collection Accounts shall be under the sole dominion and control of the
Trustee for the benefit of the Certificateholders; provided, however, that each
Dell Post-Office Box shall be accessible by the Trustee for the purpose of
transferring Collections to a Dell



                                       55
<PAGE>   62
Collection Account and each Dell Collection Account shall be accessible by the
Servicer for the purpose of transferring Collections to the Concentration
Account in the manner set forth in Section 4.02(a). Specified on Schedule I
hereto are (i) the Dell Post-Office Box numbers, (ii) the names, addresses and
ABA numbers of all the Dell Collection Account Banks, together with the account
numbers of the Dell Collection Accounts and the name of a contact person at each
Dell Collection Account Bank and (iii) the name, address and ABA number of the
Concentration Account Bank, together with the account number and the name of a
contact person for the Concentration Account. Each Dell Collection Account shall
be maintained with documentation and instructions in form and substance
satisfactory to the Trustee. Such documentation shall provide, among other
things, that available amounts shall be promptly transferred to the
Concentration Account. The Servicer will not (i) make any changes to Schedule I
hereto or (ii) amend any instruction to any Obligor or any Dell Collection
Account Bank with respect to any Dell Post-Office Box or Dell Collection Account
unless the Trustee shall have received notice of such change or amendment and
executed copies of Dell Collection Account Letters to each new Dell Collection
Account Bank.

         The Servicer hereby agrees and acknowledges that (i) it has executed
and delivered to the Trustee a letter and executed acknowledgement thereto
substantially in the form of Exhibit C hereto (each, a "Dell Collection Account
Letter"), addressed to each banking institution with which the Dell Collection
Account is maintained (each, a "Dell Collection Account Bank") and (ii) it shall
execute and deliver a substantially similar Dell Collection Account Letter prior
to the establishment by it of any additional or alternative Dell Collection
Account. The Servicer hereby agrees, and the Trustee hereby acknowledges, that
the execution and delivery of a Dell Collection Account Letter transfers all
right, title and interest in all monies, securities and instruments in the
applicable Dell Collection Account to the Trustee. The Servicer agrees to amend
Schedule I hereto to reflect any change in the Dell Collection Account Banks and
to execute such further documents and take such other actions as may be
reasonably requested by the Trustee in order to effect such transfer.

         SECTION 4.03. Allocation of Collections. Collections will be allocated
to each Series as specified in the related Supplement, and amounts so allocated
to any Series will not, except as specified in the related Supplement, be
available to the Investor Certificateholders of any other Series. Allocations
thereof between the Certificateholders' Interest and the Transferor Interest,
among the Series or to any Enhancement Agreement and among the Classes in any
Series or to any Enhancement Provider shall be set forth in the related
Supplement or Supplements. If, on any day, the sum of the Floating Allocation
Percentages for all outstanding Series exceeds 100%, then the aggregate of the
Investor Collections for all outstanding Series shall be allocated pro rata



                                       56
<PAGE>   63
among all outstanding Series on the basis of the Series Allocation Percentage
for each such Series; provided, however, that if on any day the amount of
Investor Collections for any Series is not sufficient to pay the full amount of
interest due and payable on such day to the Investor Certificateholders of each
Series on such day, then the aggregate of the Investor Collections for all
outstanding Series shall be allocated pro rata among all outstanding Series on
the basis of a fraction, for each Series, the numerator of which is the Invested
Amount of such Series and the denominator of which is the Trust Invested Amount.



                                       57
<PAGE>   64
                                    ARTICLE V

                 DISTRIBUTIONS AND REPORTS TO CERTIFICATEHOLDERS

         SECTION 5.01. Distributions and Reports to Certificate- holders.
Distributions shall be made to, and reports shall be provided to,
Certificateholders as set forth in the applicable Supplement.



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<PAGE>   65
                                   ARTICLE VI

                                THE CERTIFICATES

         SECTION 6.01. The Certificates. The Investor Certificates of any Series
or Class shall be issued in registered form and shall be in substantially the
form of Exhibit A or Exhibit B, as the case may be, to the applicable Supplement
and shall upon issue be executed and delivered by the Transferor to the Trustee
for authentication and redelivery as provided in Section 6.02. The Investor
Certificates shall be issued in minimum denominations of $1,000,000 and in
integral multiples of $1,000 in excess thereof (except that one Certificate may
be issued in a denomination that includes any residual amount), and shall be
issued upon initial issuance as one or more Investor Certificates in an
aggregate original principal amount equal to the Initial Invested Amount. The
Transferor Certificate shall be a single certificate, substantially in the form
of Exhibit A hereto, and shall represent the entire Transferor Interest. Each
Certificate shall be executed by manual or facsimile signature on behalf of the
Transferor by the President, any Vice President, the Chief Administrative and
Credit Officer, Treasurer or the Secretary of the general partner of the
Transferor, or by any other officer or assistant officer duly authorized to
execute such Certificate on behalf of the Transferor. Certificates bearing the
manual or facsimile signature of the individual who was, at the time when such
signature was affixed, authorized to sign on behalf of the Transferor shall not
be rendered invalid, notwithstanding that such individual ceased to be so
authorized prior to the authentication and delivery of such Certificates or does
not hold such office at the date of such Certificates. No Certificates shall be
entitled to any benefit under this Agreement or the applicable Supplement or be
valid for any purpose, unless there appears on such Certificate a certificate of
authentication in substantially the form provided in Exhibit A hereto executed
by or on behalf of the Trustee by the manual signature of a duly authorized
signatory, and such certificate upon any Certificate shall be conclusive
evidence, and the only evidence, that such Certificate has been duly
authenticated and delivered hereunder. All Certificates shall be dated the date
of their authentication.

         SECTION 6.02. Authentication of Certificates. The Trustee shall
authenticate and deliver the Investor Certificates of each Series to, and upon
the written order of, the Transferor against payment to the Transferor of the
purchase price therefor. The Trustee shall authenticate and deliver the
Transferor Certificate to the Transferor simultaneously with its delivery of the
first Series of Investor Certificates to be issued hereunder. The Certificates
of any Series or Class shall be duly authenticated by or on behalf of the
Trustee, in authorized denominations equal to (in the aggregate), in the case of
the Investor Certificates, the Initial Invested Amount of such Class, and, in
the case of the



                                       59
<PAGE>   66
Transferor Certificate, in the denomination equal to the Transferor Interest
from time to time, and together evidencing the entire ownership of the Trust.

         SECTION 6.03. Registration of Transfer and Exchange of Certificates.
(a) The Trustee shall cause to be kept at its corporate trust operations office
in Minneapolis, Minnesota, such office or agency to be maintained in accordance
with the provisions of Section 11.16, a register (the "Certificate Register") in
which, subject to such reasonable regulations as it may prescribe, a transfer
agent and registrar (which may be the Trustee) (the "Transfer Agent and
Registrar") shall provide for the registration of the Certificates and of
transfers and exchanges of the Certificates as herein provided. The Transfer
Agent and Registrar shall initially be the Trustee, and any co-transfer agent
and co-registrar chosen by the Trustee and acceptable to the Servicer. Any
reference in this Agreement to the Transfer Agent and Registrar shall include
any co-transfer agent and co-registrar unless the context requires otherwise.

         The Trustee shall be permitted to resign as Transfer Agent and
Registrar upon 30 days' (60 days' during an Amortization Period) written notice
to the Transferor and the Servicer; provided, however, that such resignation
shall not be effective and the Trustee shall continue to perform its duties as
Transfer Agent and Registrar until the Servicer has appointed a successor
Transfer Agent and Registrar reasonably acceptable to the Transferor.

         Upon surrender for registration of transfer of any Investor Certificate
at any office or agency of the Transfer Agent and Registrar maintained for such
purpose, the Transferor shall execute, and the Trustee shall authenticate and
deliver, in the name of the designated transferee or transferees, one or more
new Investor Certificates (of the same Series and Class) in authorized
denominations of like aggregate Undivided Fractional Interests in the Aggregate
Certificateholders' Interest.

         At the option of an Investor Certificateholder, Investor Certificates
may be exchanged for other Investor Certificates (of the same Series and Class)
in authorized denominations of like aggregate Undivided Fractional Interests in
the Certificateholders' Interest, upon surrender of the Investor Certificates to
be exchanged at any such office or agency. Whenever any Investor Certificates
are so surrendered for exchange, the Transferor shall execute, and the Trustee
shall authenticate and deliver, the Investor Certificates which the
Certificateholder making the exchange is entitled to receive.

         Every Investor Certificate presented or surrendered for registration of
transfer or exchange shall be accompanied by a written instrument of transfer in
a form satisfactory to the Trustee or the Transfer Agent and Registrar duly
executed by the



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<PAGE>   67
Certificateholder thereof or his attorney-in-fact duly authorized in writing.
Each Holder must satisfy all transfer restrictions set forth in the
Certificates.

                  Each Investor Certificate shall be registered at all times as
herein provided, and any transfer or exchange of such Investor Certificate will
be valid for purposes hereunder only upon registration of such transfer or
exchange by the Trustee or the Transfer Agent and Registrar as provided herein.
Payments on any Distribution Date shall be made to Holders of record on the
immediately preceding Record Date.

         No service charge shall be made for any registration of transfer or
exchange of Investor Certificates, but the Transfer Agent and Registrar or any
co-transfer agent and co-registrar may require payment of a sum sufficient to
cover any tax or governmental charge that may be imposed in connection with any
transfer or exchange of Investor Certificates.

         All Investor Certificates surrendered for registration of transfer or
exchange, or for payment, shall be cancelled and disposed of in a manner
reasonably satisfactory to the Trustee.

         (b) The Transfer Agent and Registrar will maintain at its expense in
Minneapolis, Minnesota, an office or offices or agency or agencies where
Investor Certificates may be surrendered for registration of transfer or
exchange.

         (c) (i) Notwithstanding any other provision of this Section 6.03, no
registration of transfer of any Investor Certificate shall be made unless the
transferor or the transferee shall deliver, at its expense, to the Transferor,
the Servicer and the Trustee either (A) a representation letter, substantially
in the form attached as Exhibit D to this Agreement stating whether such
transferee is a "benefit plan investor" as defined in Section 2510.3-101(f)(2)
of the Labor Regulations promulgated under ERISA, or (B) if such transferee is
an insurance company licensed to issue contracts of insurance in any state, the
information described in (c)(ii) below. The Transfer Agent and Registrar will
maintain, as a part of the Certificate Register, a list of all Investor
Certificates (or the portion of any thereof) that are held by benefit plan
investors on the basis of any representation provided pursuant to the foregoing
clause (A) or on the basis of any information provided to the Transfer Agent and
Registrar pursuant to the second sentence of clause (c)(ii) below. The Transfer
Agent and Registrar will not register the transfer of any Investor Certificate
if, immediately after the registration of transfer of such Investor Certificate,
25% or more of the outstanding principal balance of the Investor Certificates of
all Series are held by benefit plan investors. Notwithstanding anything else to
the contrary herein, any purported transfer of an Investor Certificate



                                       61
<PAGE>   68
to a benefit plan investor in violation of the preceding sentence shall be void 
and of no effect.

         (ii) In the event that such transferee is an insurance company licensed
to issue contracts of insurance in any state, such transferee, in lieu of the
representation letter described in (c)(i)(A) above, may represent that the
source of funds from which its investment is to be made is a general account of
such insurance company.

         SECTION 6.04. Mutilated, Destroyed, Lost or Stolen Certificates. If (a)
any mutilated Certificate is surrendered to the Transfer Agent and Registrar, or
the Transfer Agent and Registrar receives evidence to its satisfaction of the
destruction, loss or theft of any Certificate and (b) there is delivered to the
Transfer Agent and Registrar, the Trustee, the Transferor and the Servicer such
indemnity (provided that a letter of indemnity from (i) an insurance company or
(ii) an institutional investor of investment grade credit rating shall satisfy
such requirement) as may be required by them to save each of them harmless,
then, in the absence of notice to the Trustee that such Certificate has been
acquired by a bona fide purchaser, the Transferor shall execute and the Trustee
shall authenticate and deliver, in exchange for or in lieu of any such
mutilated, destroyed, lost or stolen Certificate, a new Certificate of like
tenor and (in the case of any new Investor Certificate) Undivided Fractional
Interest. In connection with the issuance of any new Certificate under this
Section 6.04, the Trustee or the Transfer Agent and Registrar may require the
payment by the Certificateholder of a sum sufficient to pay any tax or other
governmental charge that may be imposed in relation thereto. Any duplicate
Certificate issued pursuant to this Section 6.04 shall constitute complete and
indefeasible evidence of ownership in the Trust, as if originally issued,
whether or not the lost, stolen or destroyed Certificate shall be found at any
time.

         SECTION 6.05. Persons Deemed Owners. At all times prior to due
presentation of a Certificate for registration of transfer, the Trustee, the
Transfer Agent and Registrar and any agent of any of them shall treat the Person
in whose name any Certificate is registered as the owner of such Certificate for
the purpose of receiving distributions pursuant to the terms of the applicable
Supplement and for all other purposes whatsoever and neither the Trustee, the
Transfer Agent and Registrar nor any agent of any of them shall be affected by
any notice to the contrary. Notwithstanding the foregoing, in determining
whether the Holders of the requisite Undivided Fractional Interests have given
any request, demand, authorization, direction, notice, consent or waiver
hereunder, Certificates owned by the Transferor, the Servicer or any Affiliate
thereof shall be disregarded and deemed not to be outstanding, except that, in
determining whether the Trustee shall be protected in relying upon any such
request, demand, authorization, direction, notice, consent or waiver, only



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<PAGE>   69
Certificates which the Trustee knows to be so owned shall be so disregarded.
Certificates so owned which have been pledged in good faith shall not be
disregarded and may be regarded as outstanding if the pledgee establishes to the
satisfaction of the Trustee the pledgee's right so to act with respect to such
Certificates and that the pledgee is not the Transferor, the Servicer or an
Affiliate thereof.

         SECTION 6.06. Access to List of Certificateholders' Names and
Addresses. The Trustee will furnish or cause to be furnished by the Transfer
Agent and Registrar to the Servicer, the Transferor or any Investor
Certificateholder, within five Business Days after receipt by the Trustee of a
written request therefor from the Servicer, the Transferor or any Investor
Certificateholder, respectively, a list of the names and addresses of the
Certificateholders.

         Every Certificateholder, by receiving and holding a Certificate, agrees
that neither the Trustee, the Transfer Agent and Registrar, the Transferor, the
Servicer, Dell, nor any of their respective agents, shall be held accountable by
reason of the disclosure of any such information as to the names and addresses
of the Certificateholders hereunder, regardless of the sources from which such
information was derived.

         SECTION 6.07. Authenticating Agent. (a) The Trustee may appoint one or
more authenticating agents with respect to the Certificates which shall be
authorized to act on behalf of the Trustee in authenticating the Certificates in
connection with the issuance, delivery, registration of transfer, exchange or
repayment of the Certificates. Whenever reference is made in this Agreement to
the authentication of Certificates by the Trustee or the Trustee's certificate
of authentication, such reference shall be deemed to include authentication on
behalf of the Trustee by an authenticating agent and a certificate of
authentication executed on behalf of the Trustee by an authenticating agent.
Each authenticating agent must be acceptable to the Transferor and the Servicer.

         (b) Any institution succeeding to the corporate agency business of an
authenticating agent shall continue to be an authenticating agent without the
execution or filing of any power or any further act on the part of the Trustee
or such authenticating agent.

         (c) An authenticating agent may at any time resign by giving written
notice of resignation to the Trustee and to the Transferor. The Trustee may at
any time terminate the agency of an authenticating agent by giving notice of
termination to such authenticating agent and to the Transferor. Upon receiving
such a notice of resignation or upon such a termination, or in case at any time
an authenticating agent shall cease to be acceptable to the



                                       63
<PAGE>   70
Trustee or the Transferor, the Trustee may promptly appoint a successor
authenticating agent. Any successor authenticating agent upon acceptance of its
appointment hereunder shall become vested with all the rights, powers and duties
of its predecessor hereunder, with like effect as if originally named as an
authenticating agent. No successor authenticating agent shall be appointed
unless acceptable to the Trustee and the Transferor.

         (d) The Transferor agrees to pay to each authenticating agent from time
to time reasonable compensation for its services under this Section 6.07.

         (e) The provisions of Sections 11.01, 11.02 and 11.03 shall be
applicable to any authenticating agent.

         (f) Pursuant to an appointment made under this Section 6.07, the
Certificates may have endorsed thereon, in lieu of or in addition to the
Trustee's certificate of authentication, an alternate certificate of
authentication in substantially the following form:

         This is one of the Certificates described in the Pooling and Servicing
Agreement.

                                                 -------------------------------

                                                 -------------------------------
                                                 as Authenticating Agent
                                                    for the Trustee

                                                 By:
                                                    ----------------------------
                                                    Authorized Signer

         SECTION 6.08. New Issuances. (a) The Transferor may from time to time
direct the Trustee, on behalf of the Trust, to issue one or more new Series of
Investor Certificates pursuant to a Supplement. The Investor Certificates of all
outstanding Series shall be equally and ratably entitled as provided herein to
the benefits of this Agreement without preference, priority or distinction, all
in accordance with the terms and provisions of this Agreement and the applicable
Supplement except, with respect to any Series or Class, as provided in the
related Supplement.

         (b) On or before the Initial Issuance Date relating to any new Series,
the parties hereto will execute and deliver a Supplement which will specify the
Principal Terms of such new Series. The terms of such Supplement may modify or
amend the terms of this Agreement solely as applied to such new Series. The
obligation of the Trustee to issue the Investor Certificates of such new Series
and to execute and deliver the related Supplement is subject to the satisfaction
of the following conditions:


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<PAGE>   71
         (i)   on or before the tenth Business Day immediately preceding the
     Initial Issuance Date for such Series, the Transferor shall have given the
     Trustee, the Servicer, each Rating Agency and any Enhancement Provider
     written notice of such issuance and the Initial Issuance Date for such
     Series;

         (ii)  the Transferor shall have delivered to the Trustee the related
     Supplement, in form satisfactory to the Trustee, executed by each party
     hereto other than the Trustee;

         (iii) the Transferor shall have delivered to the Trustee any related
     Enhancement Agreement executed by each party hereto other than the Trustee;

         (iv)  each Rating Agency shall have notified the Transferor, the
     Servicer, the Trustee and any Enhancement Provider in writing that the
     issuance of such new Series of Investor Certificates will not result in a
     reduction or withdrawal of the rating of any outstanding Series or Class
     with respect to which it is a Rating Agency;

         (v)   such issuance will not result in the occurrence of a Trust Early
     Amortization Event and the Transferor shall have delivered to the Trustee
     and any Enhancement Provider an Officer's Certificate, dated the Initial
     Issuance Date for such Series (upon which the Trustee may conclusively
     rely), to the effect that the Transferor reasonably believes that such
     issuance will not result in the occurrence of a Trust Early Amortization
     Event and is not reasonably expected to result in the occurrence of a Trust
     Early Amortization Event at any time in the future;

         (vi)  the Transferor shall have delivered to the Trustee and any
     Enhancement Provider an Opinion of Counsel to the effect that the issuance
     of the Investor Certificates of such Series (A) has been, or need not be,
     registered under the Act and will not result in the requirement that any
     other Series of Investor Certificates not registered under the Act be so
     registered (unless the Transferor has elected, in its sole discretion, to
     register such Certificates), and (B) will not result in the Trust becoming
     subject to registration as an investment company under the Investment
     Company Act and (C) will not require this Agreement or the related
     Supplement to be qualified under the Trust Indenture Act of 1939, as
     amended;

         (vii) the Transferor shall have delivered to the Trustee a Tax Opinion,
     dated the Initial Issuance Date for such Series, with respect to such
     issuance;



                                       65
<PAGE>   72
         (viii) such issuance will not result in the aggregate of the Floating
     Allocation Percentages for all outstanding Series (after giving effect to
     such new issuance) exceeding 100%; and

         (ix)   the Receivables Purchase Agreements, the Parent Undertaking
     Agreement and the Cross-Guarantee Agreement shall be in full force and
     effect.

Upon satisfaction of the above conditions, the Trustee shall execute the
Supplement and the Transferor shall execute and deliver the Investor
Certificates of such Series for authentication and redelivery to or upon the
order of the Transferor. Notwithstanding the provisions of this Section 6.08(b),
prior to the execution of any Supplement, the Trustee shall be entitled to
receive and rely upon an Opinion of Counsel stating that the execution of such
Supplement is authorized or permitted by this Agreement and any Supplement
related to any outstanding Series. The Trustee may, but shall not be obligated
to, enter into any such Supplement which adversely affects the Trustee's own
rights, duties or immunities under this Agreement.

         (c)    The Transferor may surrender the Transferor Certificate to the
Trustee in exchange for a newly issued Transferor Certificate and a second
certificate (a "Supplemental Certificate"), the terms of which shall be subject
to Section 13.01 to the extent that it amends any of the terms of this
Agreement, to be delivered to or upon the order of the Transferor (or the holder
of a Supplemental Certificate, in the case of the transfer or exchange thereof,
as provided below), upon satisfaction of the following conditions:

         (i)    the Transferor shall have delivered to the Trustee an Officer's
     Certificate certifying that the result obtained by multiplying (x) an
     amount equal to the excess of the Net Receivables Balance over the Trust
     Invested Amount by (y) the percentage equivalent of the portion of the
     Transferor Interest represented by the Transferor Certificate, shall not be
     less than 2% of the aggregate balance of all Receivables owned by the
     Trust, in each case as of the date of, and after giving effect to, such
     exchange;

         (ii)   the Rating Agency Condition shall have been satisfied with 
     respect to such exchange (or transfer or exchange as provided below); and

         (iii)  the Transferor shall have delivered to the Trustee and any
     Enhancement Provider a Tax Opinion, dated the date of such exchange (or
     transfer or exchange as provided below), with respect thereto.

         The Transferor Certificate will at all times be beneficially owned by
the Transferor. Any Supplemental Certificate may be



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<PAGE>   73
transferred or exchanged only upon satisfaction of the conditions set forth in
clauses (ii) and (iii) above. Any Supplemental Certificate may be transferred
only with the consent (which consent may be unreasonably withheld) of a Majority
in Interest of each Class of each outstanding Series.



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<PAGE>   74
                                   ARTICLE VII

                    OTHER MATTERS RELATING TO THE TRANSFEROR

         SECTION 7.01. Obligations not Assignable. The obligations of the
Transferor hereunder shall not be assignable nor shall any Person succeed to the
obligations of the Transferor hereunder.

         SECTION 7.02. Limitations on Liability. None of the directors,
officers, employees or agents of the Transferor or any limited partner of the
Transferor, past, present or future, shall be under any liability to the Trust,
the Trustee, the Certificate- holders or any other Person for any action taken
or for refraining from the taking of any action in such capacities pursuant to
this Agreement or for any obligation or covenant under this Agreement; provided,
however, that this provision shall not protect any such Person against any
liability which would otherwise be imposed by reason of willful misconduct or
bad faith, in the performance by such Person of such Person's duties or the
reckless disregard by such Person of any of his, her or its obligations and
duties hereunder. The Transferor and any partner, director, officer, employee or
agent of the Transferor may rely in good faith on any document of any kind prima
facie properly executed and submitted by any Person (other than the Transferor
or any Affiliate thereof) respecting any matters arising hereunder or under any
Supplement or the Receivables Purchase Agreements.

         SECTION 7.03. Indemnification of the Trustee, the Trust and the
Investor Certificateholders. Without limiting any other rights which the
Trustee, the Trust or any Investor Certificate- holder (each, an "Indemnified
Party") may have hereunder or under applicable law, the Transferor hereby agrees
to indemnify each Indemnified Party from and against any and all damages,
losses, liabilities and related costs and expenses actually incurred (excluding
consequential damages and lost profits), including reasonable attorneys' fees
and disbursements (all of the foregoing being collectively referred to as
"Indemnified Amounts") awarded against or incurred by any of them arising out of
or resulting from this Agreement, the activities of the Trust or the Trustee in
connection herewith, the Transferor's use of proceeds of Transfers of
Receivables or reinvestments of Collections, the interest conveyed hereunder in
Trust Assets, or in respect of any Receivable or the Receivables Purchase
Agreements (excluding however (a) Indemnified Amounts resulting from gross
negligence or willful misconduct on the part of such Indemnified Party to which
such Indemnified Amount would otherwise be due, (b) losses in respect of
Receivables to the extent reimbursement therefor would constitute credit
recourse to the Transferor for nonpayment of any Receivable by any Originator,
(c) any income or franchise taxes or similar taxes (or any interest or penalties
with respect thereto) incurred by such Indemnified Party arising out of or as a
result of this



                                       68
<PAGE>   75
Agreement or the interest conveyed hereunder in Trust Assets or in respect of
any Receivable or the Receivables Purchase Agreements and (d) Indemnified
Amounts resulting from the acts or omissions of the Servicer (unless the
Servicer is Dell or any Affiliate of Dell)), to the extent caused by:

         (i)   reliance on any representation, warranty or covenant made or
     statement made or deemed made by the Transferor (or any of its Responsible
     Officers) under or in connection with this Agreement or the Receivables
     Purchase Agreements which shall have been incorrect in any material respect
     when made or deemed made or which the Transferor shall have failed to
     perform;

         (ii)  the failure by the Transferor to comply with this Agreement or 
     any applicable Requirement of Law with respect to any Receivable or the
     related Contract or the Receivables Purchase Agreements, or the failure of
     any Receivable or the related Contract to conform to the applicable
     Receivables Purchase Agreement or any Requirement of Law;

         (iii) the failure to vest in the Trustee on behalf of the Investor
     Certificateholders either an undivided fractional beneficial interest, to
     the extent of their respective Undivided Fractional Interests, or a
     perfected first priority security interest in the Receivables and the other
     Trust Assets, free and clear of any Lien;

         (iv)  the failure to have filed, or any delay in filing, any financing
     statements or other similar instruments or documents under the UCC of any
     applicable jurisdiction or other applicable laws that are necessary for
     perfection or priority of the ownership and security interest created by
     this Agreement;

         (v)   any commingling of Collections by the Transferor with other funds
     of the Transferor or any Affiliate;

         (vi)  any investigation, litigation or proceeding related to this
     Agreement or the Receivables Purchase Agreements or the Trust or the use of
     proceeds or reinvestments of proceeds by the Transferor, Dell Marketing
     L.P., Dell Direct Sales L.P. or Dell of Transfers of Receivables or the
     ownership of or security interest in Trust Assets or in respect of any
     Receivable or Contract, other than any investigation, litigation or
     proceeding relating to such Indemnified Party's affairs which includes
     matters or transactions in addition to those contemplated by the
     Transaction Documents;

         (vii) any claim brought by any Person other than an Indemnified Party
     arising from any activity by the Transferor



                                       69
<PAGE>   76
     or any Affiliate of the Transferor in servicing, administering or
     collecting any Receivable;

         (viii) any failure by the Transferor to perform its duties or
     obligations in accordance with the provisions of this Agreement or the
     Receivables Purchase Agreements; or

         (ix)   any tax (other than any income or franchise or similar tax, or 
     any interest or penalties with respect thereto) imposed by reason of
     ownership of the Receivables or other Trust Assets by the Trustee.

         Any Indemnified Amounts due hereunder shall be payable within ten
Business Days of submission of a claim by the Indemnified Party.

         Indemnification pursuant to this Section 7.03 shall only be payable
from assets of the Transferor. The agreement contained in this Section 7.03
shall survive the collection of all Receivables, the termination of the Trust
and the payment of all amounts otherwise payable hereunder.

         Each Indemnified Party will use its best efforts to notify the
Transferor in advance of making any claim under this Section 7.03.



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<PAGE>   77
                                  ARTICLE VIII

                     OTHER MATTERS RELATING TO THE SERVICER

         SECTION 8.01. Liability of the Servicer. The Servicer shall be liable
under this Agreement only to the extent of the obligations specifically
undertaken by the Servicer in its capacity as Servicer. No implied duties or
covenants shall be read into this Agreement against the Servicer.

         SECTION 8.02. Merger or Consolidation of, or Assumption of the
Obligations of, the Servicer. The Servicer shall not consolidate with or merge
into any other Person or convey or transfer its properties and assets
substantially as an entirety to any Person (other than Dell or any of its
Controlled Affiliates) unless:

         (a) (i) the Person formed by such consolidation or into which the
Servicer is merged or the Person which acquires by conveyance or transfer the
properties and assets of the Servicer substantially as an entirety shall be, if
the Servicer is not the surviving entity, a corporation or limited partnership
organized and existing under the laws of the United States of America or any
State or the District of Columbia, and such corporation or limited partnership
shall have expressly assumed, by an agreement supplemental hereto, executed and
delivered to the Trustee, in form reasonably satisfactory to the Trustee, the
performance of every covenant and obligation of the Servicer hereunder; (ii) the
Servicer shall have delivered to the Trustee an Officer's Certificate and an
Opinion of Counsel each in form reasonably satisfactory to the Trustee and
stating that such consolidation, merger, conveyance or transfer complies with
this Section 8.02 and that all conditions precedent herein provided for relating
to such transaction have been complied with; and (iii) the Rating Agency
Condition shall have been satisfied; and

         (b) the corporation or limited partnership formed by such consolidation
or into which the Servicer is merged or which acquires by conveyance or transfer
the properties and assets of the Servicer substantially as an entirety shall
have all licenses and approvals of Governmental Authorities required to service
the Receivables, except to the extent the failure to have any such license would
not have a material adverse effect on its ability to perform the obligations of
Servicer hereunder.

         SECTION 8.03. Limitations on Liability. None of the directors,
officers, employees or agents of the Servicer or any limited partner of the
Servicer, past, present or future, shall be under any liability to the Trust,
the Trustee, the Certificate- holders or any other Person for any action taken
or for refraining from the taking of any action in such capacities pursuant to
this Agreement or for any obligation or covenant under this Agreement,



                                       71
<PAGE>   78
it being understood that, with respect to the Servicer, that this Agreement and
the obligations created hereunder are solely the obligations of the Servicer;
provided, however, that this provision shall not protect the Servicer or any
such Person against any liability which would otherwise be imposed by reason of
willful misconduct, bad faith, gross negligence or the reckless disregard by
such Person of any of his, her or its obligations and duties. The Servicer and
any partner, director, officer, employee or agent of the Servicer may rely in
good faith on any document of any kind prima facie properly executed and
submitted by any Person (other than the Servicer or any Affiliate thereof)
respecting any matters arising hereunder. The Servicer shall not be under any
obligation to appear in, prosecute or defend any legal action which is not
incidental to its duties as Servicer in accordance with this Agreement and which
in its reasonable judgment may involve it in any material expense or liability.

         SECTION 8.04. Servicer Indemnification. The Servicer hereby agrees to
indemnify each Indemnified Party from and against Indemnified Amounts awarded
against or incurred by any of them arising out of or resulting from this
Agreement, the activities of the Trust or the Trustee in connection herewith,
the Transferor's use of proceeds of Transfers of Receivables or reinvestments of
Collections, the interest conveyed hereunder in Trust Assets, or in respect of
any Receivable or the Receivables Purchase Agreements (excluding however (a)
Indemnified Amounts resulting from gross negligence or willful misconduct on the
part of such Indemnified Party to which such Indemnified Amount would otherwise
be due, (b) losses in respect of Receivables to the extent reimbursement
therefor would constitute credit recourse to the Transferor for nonpayment of
any Receivable by any Originator and (c) any income or franchise taxes or
similar taxes (or any interest or penalties with respect thereto) incurred by
such Indemnified Party arising out of or as a result of this Agreement or the
interest conveyed hereunder in Trust Assets or in respect of any Receivable or
the Receivables Purchase Agreements) to the extent caused by:

         (i)   reliance on any representation, warranty or covenant made by the
     Servicer (or any of its Responsible Officers) under or in connection with
     this Agreement which shall have been incorrect in any material respect when
     made or which the Servicer shall have failed to perform;

         (ii)  the failure by the Servicer to comply with any applicable
     Requirement of Law with respect to any Receivable or the related Contract;

         (iii) any commingling by the Servicer of Collections with other funds
     of the Servicer or any Affiliate;

         (iv)  any claim brought by any Person other than an Indemnified Party
     arising from any activity by the Servicer or



                                       72
<PAGE>   79
     any Affiliate of the Servicer in servicing, administering or collecting any
     Receivable; or

         (v) any failure by the Servicer to perform its duties or obligations in
     accordance with the provisions of this Agreement.

         The agreement contained in this Section 8.04 shall survive the
collection of all Receivables, the termination of the Trust and the payment of
all amounts otherwise due hereunder.

         Any Indemnified Amounts due hereunder shall be payable within ten
Business Days of submission of a claim by the Indemnified Party.

         Each Indemnified Party will use its best efforts to notify the Servicer
in advance of making any claim under this Section 8.04.

         SECTION 8.05. The Servicer Not to Resign. The Servicer shall not resign
from the obligations and duties hereby imposed on it except upon determination
that (i) its performance of its duties hereunder is no longer permissible under
applicable law and (ii) there is no reasonable action which the Servicer could
take to make its performance of its duties hereunder permissible under
applicable law. Any determination permitting the resignation of the Servicer
shall be evidenced by an Opinion of Counsel who is not an employee of the
Servicer or any Affiliate of the Servicer with respect to clause (i) above,
delivered to, and in form reasonably satisfactory to, the Trustee. No
resignation shall become effective until the Trustee or a Successor Servicer
shall have assumed the responsibilities and obligations of the Servicer in
accordance with Section 10.02.

         SECTION 8.06. Examination of Records. The Servicer shall mark its
computer records that the Receivables and other Trust Assets have been
Transferred to the Trustee, on behalf of the Trust, pursuant to this Agreement
for the benefit of the Certificateholders. The Servicer (and the Transferor)
shall, prior to the sale or transfer to a party other than the Transferor of any
receivable held in its custody, examine its records to determine that such
receivable is not a Receivable.

         SECTION 8.07. Confidentiality. The Servicer agrees to use its best
efforts, and shall cause its agents or representatives to use their best
efforts, to hold in confidence all Confidential Information; provided that
nothing herein shall prevent the Servicer from delivering copies of any
financial statements and other documents constituting Confidential Information,
or disclosing any other Confidential Information, (i) to a Successor Servicer or
as required by a Requirement of Law applicable to the Servicer, (ii) as required
in the performance of the Servicer's



                                       73
<PAGE>   80
duties hereunder, (iii) as required in enforcing the rights of the
Certificateholders hereunder or (iv) as provided in any Supplement. The Servicer
agrees to take such measures as shall be reasonably requested by the Transferor
to protect and maintain the security and confidentiality of all Confidential
Information and, in connection therewith, will allow the Transferor to inspect
the Servicer's security and confidentiality arrangements from time to time
during normal business hours. The Servicer shall use its best efforts to provide
the Transferor written notice at least five Business Days prior to any
disclosure pursuant to this Section 8.07 and in any event will provide written
notice whenever any such disclosure is made.



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<PAGE>   81
                                   ARTICLE IX

                         TRUST EARLY AMORTIZATION EVENTS

         SECTION 9.01. Trust Early Amortization Events. If any one of the
following events shall occur:

         (a) any failure by the Transferor or the Servicer to make any payment,
transfer or deposit required to be paid, effected or made by it hereunder
(including pursuant to Section 3.04(b)) on or before the date occurring two
Business Days after the date such payment, transfer or deposit is required to be
made hereunder; or

         (b) any representation, warranty, certification or written statement
made or deemed made by the Transferor or the Servicer under or in connection
with this Agreement, or by Dell under or in connection with the Parent
Undertaking Agreement, or in any statement, record, certificate, financial
statement or other document delivered pursuant hereto or to the Parent
Undertaking Agreement or in connection herewith or with the Parent Undertaking
Agreement shall prove to have been incorrect in any material respect on or as of
the date made or deemed made which has a material adverse effect on the
interests of the Certificateholders of any Series and which continues unremedied
for 20 days (or, with respect to the representations and warranties made in
Sections 2.03(g) and 2.03(h), continues unremedied for five days, or, with
respect to any representations and warranties made under Section 2.04 hereof,
such longer period as may be agreed to by the Trustee and a Majority in Interest
of each outstanding Series) after the earlier of (i) the date on which written
notice of such failure, requiring the same to be remedied, shall have been given
to Dell, the Transferor or the Servicer, as applicable, by the Trustee or any
Enhancement Provider and (ii) the date on which written notice of such failure,
requiring the same to be remedied, shall have been given to Dell, the Transferor
or the Servicer, as applicable, and the Trustee by Certificateholders of any
outstanding Series evidencing not less than 20% of the Invested Amount for such
Series; or

         (c) the Transferor or the Servicer shall fail to observe or perform in
any material respect any covenant or agreement applicable to it contained herein
(other than as specified in clause (a) or (b) above), which has a material
adverse effect on the Certificateholders and continues unremedied for 20 days
(or, with respect to the covenants contained in Sections 3.04(a), 3.04(h) and
3.04(i) hereof, continues unremedied for five days) after the earlier of (i) the
date on which written notice of such failure, requiring the same to be remedied,
shall have been given to the Transferor or the Servicer, as applicable, by the
Trustee or any Enhancement Provider and (ii) the date on which written notice of
such failure, requiring the same to be remedied, shall have been given to the
Transferor or the Servicer, as applicable, and the



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<PAGE>   82
Trustee by Certificateholders of any outstanding Series evidencing not less than
20% of the Invested Amount for such Series; or

         (d) an Event of Termination under any Receivables Purchase Agreement
shall occur, and shall not be remedied within the applicable grace period, if
any, or any Receivables Purchase Agreement shall for any reason cease to be in
full force and effect or an Early Termination (as defined therein) shall occur;
or

         (e) the Net Receivables Balance is less than the Required Net
Receivables Balance on the sixth consecutive day following a Pool Non-compliance
Date; or

         (f) an Insolvency Event shall occur with respect to the Transferor, the
Servicer, Dell or the Trust; provided that for purposes of this Section 9.01,
the definition of "Insolvency Event" shall be construed without giving effect to
the 60-day grace period in clause (a) thereof (except with respect to any
Controlled Affiliate that is not a party to any Transaction Document); or

         (g) the Securities and Exchange Commission or other regulatory body
having jurisdiction reaches a final determination that the Trust is an
"investment company" within the meaning of the Investment Company Act; or

         (h) (i) any purchase of any Receivables by the Transferor under any
Receivables Purchase Agreement shall cease to create a valid sale, transfer and
assignment to the Transferor of all right, title and interest of the Originator
in and to such Receivables and the proceeds thereof, or (ii) any Transfer of any
Receivables on any date shall for any reason cease to create a valid transfer
and assignment to the Trust of all right, title and interest of the Transferor
in and to such Receivables and the proceeds thereof or, if such Transfer does
not constitute such a sale, transfer and assignment, cease to create a valid and
perfected first priority "security interest" (as defined in the UCC of the
jurisdiction the law of which governs the perfection of the interest in such
Receivables created hereunder) in such Receivables and the proceeds thereof, or
(iii) the Investor Certificates delivered hereunder shall for any reason (other
than due to their own acts or omissions) cease to evidence the transfer to the
Investor Certificateholders of, or the Investor Certificateholders shall
otherwise cease to have, a beneficial interest in a trust owning or the Trustee
having a perfected first priority security interest in the Receivables and the
other Trust Assets now existing and hereafter arising and the proceeds thereof
to the extent of their respective Undivided Fractional Interests; or

         (i) the Trust at any time receives a final determination that it will
be treated as an association taxable as a corporation for federal income tax
purposes; or


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<PAGE>   83
         (j) a Servicer Default shall have occurred and be continuing which has
a material adverse effect on the interests of the Certificateholders; or

         (k) the Servicer shall have resigned in accordance with the terms of
this Agreement; or

         (l) Dell shall fail to observe or perform in any material respect any
covenant or agreement applicable to it contained in Section 6 of the Parent
Undertaking Agreement, or the Parent Undertaking Agreement shall cease to be in
effect; or

         (m) the Cross-Guarantee Agreement shall cease to be in effect;

then, if any of the events set forth in paragraphs (a), (d), (e), (f), (g), (h),
(i), (j), (k), (l) or (m) above shall have occurred, a "Trust Early Amortization
Event" shall occur without any notice, demand, protest or other requirement of
any kind immediately upon the occurrence of such event and if any of the events
set forth in paragraphs (b) or (c) above shall have occurred, the Trustee may,
by notice to the Transferor and the Servicer, declare that a "Trust Early
Amortization Event" shall occur as of the date set forth in such notice. Upon
the occurrence of a Trust Early Amortization Event, additional Receivables will
not be transferred to the Trust.

         A Majority in Interest of each outstanding Series may, on behalf of all
Certificateholders, waive any default by the Servicer in the performance of its
obligations hereunder and its consequences, except (1) the failure to make any
distributions or payments required to be made to Certificateholders or to make
any required deposits of any amounts to be so distributed or paid can be waived
only (a) with respect to Indemnified Amounts, with the consent of the relevant
Indemnified Party or (b) with respect to other amounts, with unanimous consent
of all Certificateholders of all outstanding Series and (2) defaults arising
from the events set forth in paragraph (d). No such waiver shall extend to any
subsequent or other default or impair any right consequent thereon except to the
extent expressly so waived.

         SECTION 9.02. Additional Rights Upon the Occurrence of any Trust Early
Amortization Event. (a) Upon the occurrence and during the continuance of any
Trust Early Amortization Event, in addition to all other rights and remedies
under this Agreement or otherwise and all other rights and remedies provided
under the UCC of the applicable jurisdiction and other applicable laws (which
rights shall be cumulative), each of the Servicer, at the direction of the
Trustee, and the Trustee may exercise any and all rights and remedies of the
Transferor under or in connection with the Receivables Purchase Agreements,
including, without limitation, any and all rights of the Transferor to demand or
otherwise require payment of any amount under, or performance of any provision
of,


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<PAGE>   84
the Receivables Purchase Agreements. Further, the Trustee may exercise any and
all rights and remedies under the Parent Undertaking Agreement and the
Cross-Guarantee Agreement.

         (b) If an Insolvency Event with respect to the Transferor occurs, the
Transferor shall immediately cease to transfer Receivables to the Trust and
shall promptly give written notice to the Trustee, who shall within two Business
Days forward such notice to the Certificateholders, each Rating Agency and the
Servicer of such event. Notwithstanding the above, Receivables transferred to
the Trust prior to the occurrence of such Insolvency Event and collections
relating to such Receivables shall continue to be part of the Trust. Unless,
within 10 Business Days of the date of the notice provided for above, the
Trustee receives written instructions from a Majority in Interest of each
outstanding Series instructing the Trustee not to sell, dispose of or liquidate
the Receivables, the Trustee shall promptly proceed to sell, dispose of, or
otherwise liquidate the Receivables in a commercially reasonable manner and on
commercially reasonable terms; provided, however, that if the amount available
to the Trust for distribution after such sale, disposition or liquidation would
be less than the aggregate principal amount of the Investor Certificates plus
any unpaid Discount Amount thereon through the Distribution Date next succeeding
the date of such sale, the Trustee shall not proceed with such sale, disposition
or liquidation unless a Majority in Interest of each outstanding Series shall
have consented in writing thereto. The proceeds from such sale, disposition or
liquidation of the Receivables shall be treated as Collections on the
Receivables and shall be distributed in accordance with the terms of this
Agreement after being deposited in the Concentration Account.



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<PAGE>   85
                                    ARTICLE X

                                SERVICER DEFAULTS

         SECTION 10.01. Servicer Defaults. If any one of the following events
(each being a "Servicer Default") shall occur and be continuing:

         (a) any failure by the Servicer to make any payment, transfer or
deposit (including pursuant to Section 3.04(b)), or, if applicable, to give
instructions or notice to the Trustee to make such payment, transfer or deposit,
or to give notice to the Trustee as to any action to be taken under any
Enhancement Agreement, or any failure to provide the Determination Date
Certificate to the Trustee, which failure continues unremedied (A) in the case
of payments for two Business Days and (B) in the case of the Determination Date
Certificate, for three Business Days; or

         (b) any failure by the Servicer duly to observe or perform in any
material respect any other covenant or agreement of the Servicer set forth in
this Agreement, which failure has a material adverse effect on the interests of
the Certificateholders and which continues unremedied for 20 days (or, with
respect to any covenant contained in Sections 3.04(a), 3.04(h) and 3.04(i),
continues unremedied for five days) after the earlier of (i) the date on which
written notice of such failure, requiring the same to be remedied, shall have
been given to the Servicer by the Trustee or any Enhancement Provider and (ii)
the date on which written notice of such failure, requiring the same to be
remedied, shall have been given to the Servicer and the Trustee by Certificate-
holders of any outstanding Series evidencing not less than 20% of the Invested
Amount for such Series; or

         (c) any representation, warranty or certification made by the Servicer
under or in connection with this Agreement, or in any certificate or information
delivered pursuant to or in connection with this Agreement, shall prove to have
been incorrect in any respect when made and which has a material adverse effect
on the interests of the Certificateholders of any Series and which material
adverse effect continues for a period of 20 days (or, with respect to any
representation and warranty made in Sections 3.03(g), continues for five days)
after the earlier of (i) the date on which written notice of such failure,
requiring the same to be remedied, shall have been given to the Servicer by the
Trustee or any Enhancement Provider and (ii) the date on which written notice of
such failure, requiring the same to be remedied, shall have been given to the
Servicer and the Trustee by Certificate-holders of any outstanding Series
evidencing not less than 20% of the Invested Amount for such Series; or

         (d) an Insolvency Event shall occur with respect to the Servicer; or



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         (e) the Servicer assigns its duties under this Agreement, except as
specifically permitted by Section 8.02;

then, as long as such Servicer Default shall not have been remedied and is
continuing, either the Trustee (unless otherwise directed by a Majority in
Interest of each outstanding Series) or the Majority in Interest of each Series,
by notice then given in writing to the Servicer (and to the Trustee if given by
such Investor Certificateholders) (each such notice being a "Termination
Notice"), may terminate all but not less than all the rights and obligations of
the Servicer as Servicer under this Agreement. The Trustee shall be deemed to
have knowledge of a Servicer Default if it has actual knowledge or if a
Responsible Officer of the Trustee has received written notice thereof.

         Notwithstanding the foregoing, a delay in or failure of performance
referred to in Section 10.01(a) or (b) for a period of five Business Days after
the applicable grace period shall not constitute a Servicer Default if such
delay or failure could not have been prevented by the exercise of reasonable
diligence by the Servicer and such delay or failure was caused by an act of God
or the public enemy, acts of declared or undeclared war, public disorder,
rebellion or sabotage, epidemics, landslides, lightning, fire, hurricanes,
earthquakes, floods, union strikes, work stoppages or similar causes. The
preceding sentence shall not relieve the Servicer from using its best efforts to
perform its obligations in a timely manner in accordance with the terms of this
Agreement, and the Servicer shall provide the Trustee, the Transferor, any
Enhancement Provider and the Investor Certificate- holders with an Officer's
Certificate giving prompt notice of such failure or delay by it, together with a
description of its efforts so to perform its obligations.

         A Majority in Interest of each outstanding Series may, on behalf of all
Certificateholders, waive any default by the Servicer in the performance of its
obligations hereunder and its consequences, except (1) the failure to make any
distributions or payments required to be made to Certificateholders or to make
any required deposits of any amounts to be so distributed or paid can be waived
only (a) with respect to Indemnified Amounts, with the consent of the relevant
Indemnified Party or (b) with respect to other amounts, with unanimous consent
of all Certificateholders of all outstanding Series and (2) defaults arising
from the events set forth in paragraph (d). No such waiver shall extend to any
subsequent or other default or impair any right consequent thereon except to the
extent expressly so waived.

         After receipt by the Servicer of a Termination Notice, and on the date
that a Successor Servicer shall have been appointed by the Trustee pursuant to
Section 10.02, all authority and power of the Servicer under this Agreement
shall pass to and be vested in such Successor Servicer (a "Service Transfer");
and, without


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limitation, the Trustee is hereby authorized, empowered and instructed (upon the
failure of the Servicer to cooperate) to execute and deliver, on behalf of the
Servicer, as attorney-in-fact or otherwise, all documents and other instruments
upon the failure of the Servicer to execute or deliver such documents or
instruments, and to do and accomplish all other acts or things necessary or
appropriate to effect the purposes of such Service Transfer. The Servicer agrees
to cooperate, at its expense, with the Trustee and such Successor Servicer in
(i) effecting the termination of the responsibilities and rights of the Servicer
to conduct servicing hereunder, including, without limitation, the transfer to
such Successor Servicer of all authority of the Servicer to service the
Receivables as provided under this Agreement, including all authority over all
Collections which shall on the date of such Service Transfer be held by the
Servicer for deposit to the Concentration Account, any Dell Collection Account,
the Trustee's Account or the Transferor's Account, or which have been deposited
by the Servicer to the Concentration Account, any Dell Collection Account, or
any other account, or which shall thereafter be received with respect to the
Receivables, (ii) taking such measures as shall be reasonably requested by the
Transferor to protect and maintain the security and confidentiality of all
Confidential Information in accordance with Section 8.07 and, (iii) assisting
the Successor Servicer until all servicing activities have been transferred to
such Successor Servicer, such assistance to include, without limitation, (x)
assisting any accountants selected by the Successor Servicer to verify
collection records and reports made prior to the Service Transfer and (y)
assisting to make the computer systems of the Servicer and the Successor
Servicer compatible to the extent necessary to effect the Servicer Transfer. The
Servicer shall, at its expense, within five Business Days of such Service
Transfer, (A) assemble such documents, instruments and other records (including
computer tapes and disks), which evidence the Receivables and the other Trust
Assets, and which are necessary or desirable to collect the Receivables, and
shall make the same available to the Successor Servicer or the Trustee or its
designee at a place selected by the Successor Servicer or the Trustee and in
such form as the Successor Servicer or the Trustee may reasonably request, and
(B) segregate all cash, checks and other instruments received by it from time to
time constituting Collections of Receivables in a manner acceptable to the
Successor Servicer and the Trustee, and, promptly upon receipt, remit all such
cash, checks and instruments to the Successor Servicer or the Trustee or its
designee.

         At any time following a Termination Notice:

         (1) The Servicer shall, at the Trustee's request and at the Servicer's
     expense, give notice of the Trust's ownership of the Receivables to the
     related Obligors and direct that payments be made directly to the Trustee
     or its designee;



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<PAGE>   88
         (2) If the Servicer fails to provide the notice to Obligors required in
     paragraph (1) above, the Trustee may direct the Obligors of Receivables, or
     any of them, that payment of all amounts payable under any such Receivables
     be made directly to the Trustee or its designee;

         (3) Each of the Transferor and each Certificateholder hereby authorizes
     the Trustee to take any and all steps in the Transferor's name and on
     behalf of the Transferor and the Certificateholders necessary or desirable,
     in the determination of the Trustee, to collect all amounts due under any
     and all Receivables, including, without limitation, endorsing the
     Transferor's name on checks and other instruments representing Collections
     in respect of such Receivables and enforcing such Receivables.

         SECTION 10.02. Trustee to Act; Appointment of Successor Servicer. (a)
On and after the receipt by the Servicer of a Termination Notice pursuant to
Section 10.01 or upon a resignation by the Servicer pursuant to Section 8.05,
the Servicer shall continue to perform all servicing functions under this
Agreement until (i) in the case of any such receipt, the date specified in such
Termination Notice or otherwise specified by the Trustee in writing or, if no
such date is specified in such Termination Notice or otherwise specified by the
Trustee, until the earlier of a date agreed upon by the Servicer and the Trustee
or a date specified by the Trustee in a written notice to the Servicer, and (ii)
in the case of any such resignation, the date the Trustee or a Successor
Servicer shall have assumed the responsibilities and obligations of the Servicer
pursuant to this Section 10.02. The Trustee shall as promptly as possible after
the giving of a Termination Notice or such a resignation appoint an Eligible
Servicer as a successor servicer (the "Successor Servicer"), subject to the
consent of any Enhancement Provider and if specified in any Supplement, the
consent of a Majority in Interest of such Series, which consent shall not be
unreasonably withheld, and such Successor Servicer shall accept its appointment
by a written assumption in a form acceptable to the Trustee. In the event that a
Successor Servicer has not been appointed or has not accepted its appointment by
the earlier of 30 days after the date of such Termination Notice or at the time
when the Servicer ceases to act as Servicer, the Trustee without further action
shall automatically be appointed the Successor Servicer. The Trustee may
delegate any of its servicing obligations to an affiliate or agent in accordance
with the terms of this Agreement. Notwithstanding the foregoing, the Trustee
shall, if it is legally unable so to act as Successor Servicer, petition a court
of competent jurisdiction to appoint any established institution that is an
Eligible Servicer (other than the Trustee) as the Successor Servicer hereunder.

         (b) Upon its appointment, the Successor Servicer shall be the successor
in all respects to the Servicer with respect to


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servicing functions under this Agreement and shall be subject to all the
responsibilities, duties and liabilities relating thereto placed on the Servicer
by the terms and provisions hereof, and all references in this Agreement to the
Servicer shall be deemed to refer to such Successor Servicer; provided, however,
that neither the Trustee (solely in its capacity as such) nor any Successor
Servicer shall be deemed in default hereunder as a result of the predecessor
Servicer's failure to deliver necessary Trust Assets, documents, or records to
the Trustee (solely in its capacity as such) or to such Successor Servicer; and
provided further, that the Successor Servicer shall not be liable for any acts
or omissions of the Servicer occurring prior to such succession or for any
breach by the Servicer of any of its representations and warranties contained
herein or in any related document or agreement. The Successor Servicer shall be
reimbursed for any reasonable transition expenses incurred pursuant to a Service
Transfer in accordance with Section 3.02(b). Any Successor Servicer, by its
acceptance of its appointment, will automatically agree to be bound by the terms
and provisions of any Enhancement Agreement.

         (c) In connection with any Termination Notice, the Trustee shall be
permitted to appoint any Eligible Servicer as a Successor Servicer for servicing
compensation not in excess of the Servicing Fee.

         (d) All authority and power granted to the Successor Servicer under
this Agreement shall automatically terminate upon termination of the Trust and
shall pass to and be vested in the Transferor and, without limitation, the
Transferor is hereby authorized and empowered to execute and deliver, on behalf
of the Successor Servicer, as attorney-in-fact or otherwise, all documents and
other instruments, and to do and accomplish all other acts or things necessary
or appropriate to effect the purposes of such transfer of servicing rights. The
Successor Servicer agrees to cooperate with the Transferor in effecting the
termination of the responsibilities and rights of the Successor Servicer to
conduct servicing of the Receivables. Upon such termination of the Trust, the
Successor Servicer shall transfer its electronic records relating to the
Receivables to the Transferor in such electronic form as the Transferor may
reasonably request and shall transfer all other records, correspondence and
documents to the Transferor in the manner and at such times and the Transferor
shall reasonably request.

         SECTION 10.03. Notification to Certificateholders. Promptly and in any
event within two Business Days after a Responsible Officer of the Servicer
obtains knowledge of any Servicer Default, the Servicer shall give written
notice thereof to a Responsible Officer of the Trustee, and the Trustee shall
promptly deliver a copy of such notice to the Certificateholders and each Rating
Agency. Upon any termination or appointment of a Successor Servicer pursuant to
this Article X, the Trustee shall



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give prompt written notice thereof to the Transferor and the Certificateholders.


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                                   ARTICLE XI

                                   THE TRUSTEE

         SECTION 11.01. Duties of the Trustee. (a) Other than while acting in
its capacity as Successor Servicer, the Trustee, prior to the occurrence of a
Servicer Default of which it has actual knowledge and after the curing of all
Servicer Defaults which may have occurred, undertakes to perform such duties and
only such duties as are specifically set forth in this Agreement and no implied
duties or covenants shall be read into this Agreement against the Trustee. If a
Servicer Default to the actual knowledge of the Trustee has occurred (which has
not been cured or waived), the Trustee shall exercise such of the rights and
powers vested in it by this Agreement and use the same degree of care and skill
in their exercise, as a prudent man would exercise or use under the
circumstances in the conduct of his own affairs.

         (b) The Trustee, upon receipt of any resolutions, certificates,
statements, opinions, reports, documents, orders or other instruments furnished
to the Trustee which are specifically required to be furnished pursuant to any
provision of this Agreement or any Supplement, shall examine them to determine
whether they substantially conform to the requirements of this Agreement or any
Supplement. The Trustee shall give prompt written notice to the
Certificateholders and each Rating Agency of any material lack of conformity of
any such instrument to the applicable requirements of this Agreement or any
Supplement discovered by the Trustee which would entitle a specified percentage
of the Investor Certificateholders to take any action pursuant to this Agreement
or any Supplement.

         (c) Subject to Section 11.01(a), no provision of this Agreement shall
be construed to relieve the Trustee from liability for its own negligent action,
its own negligent failure to act or its own willful misconduct; provided,
however, that:

         (i)  the Trustee shall not be personally liable for an error of 
     judgment made in good faith by a Responsible Officer or Responsible
     Officers of the Trustee, unless it shall be proved that the Trustee was
     negligent in ascertaining the pertinent facts;

         (ii) the Trustee shall not be personally liable with respect to any
     action taken, suffered or omitted to be taken by it in good faith in
     accordance with the direction of a Majority in Interest of each outstanding
     Series relating to the time, method and place of conducting any proceeding
     for any remedy available to the Trustee, or exercising any trust or power
     conferred upon the Trustee, under this Agreement; and



                                       85
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         (iii) the Trustee shall not be charged with knowledge of any failure by
     the Servicer to comply with the obligations of the Servicer referred to in
     Section 10.01 unless a Responsible Officer of the Trustee obtains actual
     knowledge of such failure or the Trustee receives written notice of such
     failure from the Servicer or Certificateholders of any outstanding Series
     evidencing not less than 20% of the Invested Amount for such Series.

         (d)   The Trustee shall not be required to expend or risk its own funds
or otherwise incur financial liability in the performance of any of its duties
hereunder or under any Supplement or in the exercise of any of its rights or
powers, if there is reasonable ground for believing that the repayment of such
funds or adequate indemnity against such risk or liability is not reasonably
assured to it, and none of the provisions contained in this Agreement shall in
any event require the Trustee to perform, or be responsible for the manner of
performance of, any obligations of the Servicer under this Agreement except
during such time, if any, as the Trustee shall be the successor to, and be
vested with the rights, duties, powers and privileges of, the Servicer in
accordance with the terms of this Agreement.

         (e)   Except for actions expressly authorized by this Agreement, the
Trustee shall take no action reasonably likely to impair the interests of the
Trust in any Receivable now existing or hereafter created or to impair the value
of any Receivable now existing or hereafter created.

         (f)   Except as expressly provided in this Agreement, the Trustee shall
have no power to vary the corpus of the Trust including, without limitation, by
(i) accepting any substitute obligation for a Receivable initially Transferred
to the Trust under Section 2.01, (ii) adding any other investment, obligation or
security to the Trust, or (iii) withdrawing from the Trust any Receivable.

         (g)   In the event that the Transfer Agent and Registrar shall fail to
perform any obligation, duty or agreement in the manner or on the day required
to be performed by the Transfer Agent and Registrar, as the case may be, under
this Agreement or under any Supplement, the Trustee shall be obligated promptly
upon its actual knowledge thereof to perform such obligation, duty or agreement
in the manner so required.

         (h)   The Trustee shall have no responsibility or liability for
investment losses on Eligible Investments.

         (i)   Notwithstanding any other provision contained herein, the Trustee
is not acting as, and shall not be deemed to be, a fiduciary for any Enhancement
Provider in its capacity as such or as a Beneficiary, and the Trustee's sole
responsibility



                                       86
<PAGE>   93
with respect to any such Enhancement Provider shall be to perform those duties
with respect to any such Enhancement Provider as are specifically set forth
herein and no implied duties or obligations shall be read into this Agreement
against the Trustee with respect to any such Enhancement Provider.

         (j) The Trustee shall notify each Rating Agency (i) of any notice which
the Trustee receives pursuant to Sections 2.05(g)(i), 2.05(h) or 3.04(h)(i),
(ii) of any change in any rating of the Certificates of any other Rating Agency,
(iii) immediately of the occurrence of any Trust Early Amortization Event under
Article IX or of any indication from the Servicer of potential Trust Early
Amortization Events and (iv) monthly that no Early Amortization Events or
Servicer Defaults have occurred and are continuing.

         (k) The Trustee shall, with respect to each Daily Report, (A) compare
the Collections reported that day by the Servicer to the actual Collections
deposited to the Concentration Account, (B) with respect to the reconciliation
of each of the Series Accounts, compare the beginning balance as reported by the
Servicer to the amount on deposit in the Series Accounts per the accounting
records of the Trustee and (C) perform each of the account transfers set forth
in the Daily Report, as directed by the Servicer.

         (l) The Trustee shall, with respect to each Determination Date
Certificate, with respect to the reconciliation of each of the Series Accounts,
compare the beginning and ending balances to the amounts which were on deposit
in the Series Accounts per the accounting records of the Trustee as of the
applicable data.

         (m) The Trustee shall aggregate the amount of Receivables reported in
each monthly disk sent by the Servicer (i) not less than four times per year and
shall compare the result against the ending total receivables as reported in the
Determination Date Certificate for the corresponding Collection Period, and (ii)
in the event of the occurrence and continuance of an Early Amortization Event,
not less than on a monthly basis and shall compare the result against the ending
total receivables as reported in the Determination Date Certificate for the
corresponding Collection Period.

         (n) Notwithstanding any other provision of this Agreement or any
Supplement, upon discovery of any material discrepancy between the amounts
reported by the Servicer and the amounts calculated as provided above, the
Servicer shall have ten days to resolve such discrepancy before the Trustee
shall be obligated to give notice to the Certificateholders and each Rating
Agency.



                                       87
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         (o) The Trustee will deliver the Monthly Trustee Certificate (in the
form of Exhibit H) to the Rating Agencies.

         SECTION 11.02. Certain Matters Affecting the Trustee. Except as
otherwise provided in Section 11.01:

         (a) the Trustee may rely on and shall be protected in acting on, or in
refraining from acting in accord with, any resolution, Officer's Certificate,
certificate of auditors or any other certificate, statement, instrument,
opinion, report, notice, request, consent, order, appraisal, bond or other paper
or document believed by it to be genuine and to have been signed or presented to
it pursuant to this Agreement by the proper party or parties;

         (b) the Trustee may consult with counsel and as a condition to taking,
suffering or omitting to take any action, may demand an Opinion of Counsel, and
any advice or opinion of counsel shall be full and complete authorization and
protection in respect of any action taken or suffered or omitted by it hereunder
in good faith and in accordance with such advice or opinion of counsel;

         (c) the Trustee shall be under no obligation to exercise any of the
rights or powers vested in it by this Agreement, or to institute, conduct or
defend any litigation hereunder or in relation hereto, at the request, order or
direction of any of the Certificateholders, pursuant to the provisions of this
Agreement, unless such Certificateholders shall have offered to the Trustee
reasonable security or indemnity against the costs, expenses and liabilities
which may be incurred therein or thereby; provided, however, that nothing
contained herein shall relieve the Trustee of the obligations, upon the
occurrence of a Servicer Default (which has not been cured or waived), to
exercise such of the rights and powers vested in it by this Agreement, and to
use the same degree of care and skill in their exercise as a prudent man would
exercise or use under the circumstances in the conduct of his own affairs;

         (d) the Trustee shall not be personally liable for any action taken,
suffered or omitted by it in good faith and believed by it to be authorized or
within the discretion or rights or powers conferred upon it by this Agreement;

         (e) the Trustee shall not be bound to make any investigation into the
facts of matters stated in any resolution, certificate, statement, instrument,
opinion, report, notice, request, consent, order, appraisal, approval, bond or
other paper or document, unless requested in writing so to do by
Certificateholders of any outstanding Series evidencing not less than 20% of the
Invested Amount for such Series;

         (f) the Trustee may execute any of the trusts or powers hereunder or
perform any duties hereunder either directly or by or through agents or
attorneys or a custodian, and the Trustee shall



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not be responsible for any misconduct or negligence on the part of any such
agent, attorney or custodian appointed with due care by it hereunder;

         (g) except as required by Section 11.01(b), the Trustee shall not be
required to make any initial or periodic examination of any documents or records
related to the Receivables for the purpose of establishing the presence or
absence of defects, the compliance by the Transferor with its representations
and warranties or for any other purpose; and

         (h) nothing in this Agreement shall be construed to require the Trustee
to monitor the performance of the Servicer or act as a guarantor of the
Servicer's performance.

         SECTION 11.03. Trustee Not Liable for Recitals in Certificates or
Receivables. The Trustee assumes no responsibility for the correctness of the
recitals contained herein and in the Certificates (other than the certificate of
authentication on the Certificates). Except as set forth in Section 11.15, the
Trustee makes no representations as to the validity or sufficiency of this
Agreement or of the Certificates (other than the certificate of authentication
on the Certificates) or of any Receivable or related document. The Trustee shall
not be accountable for the use or application by the Transferor of any of the
Certificates or of the proceeds of such Certificates, or for the use or
application of any funds paid to the Transferor in respect of the Receivables or
deposited in or withdrawn from the Concentration Account, any Dell Collection
Account, the Transferor's Account, the Trustee's Account or any other account
hereafter established to effectuate the transactions contemplated by and in
accordance with the terms of this Agreement and any Supplement. The Trustee
shall at no time have any responsibility or liability for or with respect to the
legality, validity and enforceability of any security interest in any
Receivable, or the perfection and priority of such security interest or the
maintenance of any such perfection and priority or the accuracy, content or
completeness of any offering documents used in connection with the sale of the
Certificates.

         SECTION 11.04. Trustee May Own Certificates. The Trustee in its
individual or any other capacity may become the owner or pledgee of Investor
Certificates and may otherwise deal, and transact banking business, with the
Servicer and the Transferor with the same rights as it would have if it were not
the Trustee.

         SECTION 11.05. Compensation; Trustee's Expenses. (a) The Trustee shall
be entitled to receive a monthly Trustee's fee (which shall not be limited by
any provision of law in regard to the compensation of a trustee of an express
trust, such fee being the "Trustee's Fee") in respect of each Collection Period
(or portion thereof) from the date hereof until the termination of the
Amortization Period, payable in arrears on each Distribution Date



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in an amount agreed upon in writing by the Trustee and the Transferor. The
Trustee's Fee shall be the aggregate of the Series Trustee's Fees specified in
the Supplements. The Trustee's Fee shall be payable, first, from Investor
Collections pursuant to, and subject to the priority of payment set forth in,
Section 5.01 of the applicable Supplement, second, to the extent not paid from
Investor Collections, by the Transferor, third, to the extent not paid from
Investor Collections or by the Transferor, by the Servicer pursuant to Section
3.02(b) and fourth, from Dell pursuant to the Parent Undertaking Agreement.

         (b) Expenses. The Transferor will pay or reimburse the Trustee upon its
request, and if the Transferor shall fail to do so, the Servicer will so pay or
reimburse the Trustee (with a right to reimbursement from the Transferor)
pursuant to Section 3.02(b), and if both the Transferor and the Servicer shall
fail to do so, Dell will so pay or reimburse the Trustee (with a right to
reimbursement from the Transferor) pursuant to the Parent Undertaking Agreement,
for all reasonable expenses, disbursements and advances incurred or made by the
Trustee in accordance with any of the provisions of this Agreement or any
Supplement or in connection with any amendment hereto (including the reasonable
fees and expenses of its agents, any co-trustee and counsel and fees incurred in
connection with a Servicer Default or a Trust Early Amortization Event) except
any such expense, disbursement or advance as may arise from its gross negligence
or bad faith and except as provided in the following sentence. If the Trustee is
appointed Successor Servicer pursuant to Section 10.02, the provision of this
Section 11.05 shall not apply to expenses, disbursements and advances made or
incurred by the Trustee in its capacity as Successor Servicer (other than any
expenses incurred in connection with the Service Transfer), which shall be paid
first out of the Servicing Fee and second, to the extent not paid out of the
Servicing Fee, by the Transferor or Dell pursuant to Section 3.02(b). The
Transferor's and Servicer's covenant provided in this Section 11.05 shall
survive the termination of the Trust.

         SECTION 11.06. Eligibility Requirements for Trustee. The Trustee
hereunder shall at all times be an Eligible Institution. If the Trustee
publishes reports of condition at least annually, pursuant to law or to the
requirements of any supervising or examining authority, then, for the purpose of
this Section 11.06, the combined capital and surplus of such corporation shall
be deemed to be its combined capital and surplus as set forth in its most recent
report of condition so published. In case at any time the Trustee shall cease to
be eligible in accordance with the provisions of this Section 11.06, the Trustee
shall resign immediately in the manner and with the effect specified in Section
11.07.

         SECTION 11.07. Resignation or Removal of Trustee. (a) The Trustee may
at any time resign and be discharged from the trust



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hereby created by giving 30 days' written notice thereof to the Transferor and
the Servicer. Upon receiving such notice of resignation, the Servicer shall
promptly appoint a successor trustee acceptable to a Majority in Interest of
each outstanding Series by written instrument, in duplicate, one copy of which
instrument shall be delivered to the resigning Trustee and one copy to the
successor trustee. If no successor trustee shall have been so appointed and have
accepted appointment within 30 days after the giving of such notice of
resignation, the resigning Trustee may petition any court of competent
jurisdiction for the appointment of a successor trustee.

         (b) If at any time the Trustee shall cease to be eligible in accordance
with the provisions of Section 11.06 and shall fail to resign after written
request therefor by the Servicer, or if at any time the Trustee shall be legally
unable to act, or shall be adjudged a bankrupt or insolvent, or if a receiver of
the Trustee or of its property shall be appointed, or any public officer shall
take charge or control of the Trustee or of its property or affairs for the
purpose of rehabilitation, conservation or liquidation, then the Servicer may
remove the Trustee and promptly appoint a successor trustee acceptable to a
Majority in Interest of each outstanding Series by written instrument, in
duplicate, one copy of which instrument shall be delivered to the Trustee so
removed and one copy to the successor trustee.

         (c) If at any time the Trustee shall fail to perform its obligations
under this Agreement, a Majority in Interest of each outstanding Series may
remove the Trustee and direct the Servicer to promptly appoint a successor
trustee acceptable to a Majority in Interest of each outstanding Series by
written instrument, in duplicate, one copy of which instrument shall be
delivered to the Trustee so removed and one copy to the successor trustee.

         (d) Notwithstanding anything herein to the contrary, any resignation or
removal of the Trustee and appointment of successor trustee pursuant to any of
the provisions of this Section 11.07 shall not become effective until acceptance
of appointment by the successor trustee as provided in Section 11.08.

         SECTION 11.08. Successor Trustee. (a) Any successor trustee appointed
as provided in Section 11.07 shall execute, acknowledge and deliver to the
Transferor, to the Servicer and to its predecessor Trustee an instrument
accepting such appointment hereunder, and thereupon the resignation or removal
of the predecessor Trustee shall become effective and such successor trustee,
without any further act, deed or conveyance, shall become fully vested with all
the rights, powers, duties and obligations of its predecessor hereunder, with
like effect as if originally named as Trustee herein. The predecessor Trustee
shall deliver (with the expense therefor payable out of the Trustee's Fee, and
by the Transferor and the Servicer, pursuant to Sections 3.02(b) and



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11.05(b)) to the successor trustee all documents or copies thereof and
statements held by it hereunder; and the Transferor and the predecessor Trustee
shall execute and deliver such instruments and do such other things as may
reasonably be required for fully and certainly vesting and confirming in the
successor trustee all such rights, powers, duties and obligations.

         (b) No successor trustee shall accept appointment as provided in this
Section 11.08 unless at the time of such acceptance such successor trustee shall
be eligible under the provisions of Section 11.06.

         (c) Upon acceptance of appointment by a successor trustee as provided
in this Section 11.08, such successor trustee shall mail notice of such
succession hereunder to all Investor Certificateholders and each Rating Agency.

         SECTION 11.09. Merger or Consolidation of Trustee. Any Person into
which the Trustee may be merged or converted or with which it may be
consolidated, or any Person resulting from any merger, conversion or
consolidation to which the Trustee shall be a party, or any Person succeeding to
the corporate trust business of the Trustee, shall be the successor of the
Trustee hereunder, provided that such corporation shall be eligible under the
provisions of Section 11.06, without the execution or filing of any paper or any
further act on the part of any of the parties hereto, anything herein to the
contrary notwithstanding.

         SECTION 11.10. Appointment of Co-Trustee or Separate Trustee. (a)
Notwithstanding any other provisions of this Agreement, at any time, for the
purpose of meeting any legal requirements of any jurisdiction in which any part
of the Trust may at the time be located, the Trustee shall have the power and
may execute and deliver all instruments to appoint one or more Persons to act as
a co-trustee or co-trustees, or separate trustee or separate trustees, of all or
any part of the Trust, and to vest in such Person or Persons, in such capacity
and for the benefit of the Certificateholders, such title to the Trust, or any
part thereof, and, subject to the other provisions of this Section 11.10, such
powers, duties, obligations, rights and trusts as the Trustee may consider
necessary or desirable. No co-trustee or separate trustee hereunder shall be
required to meet the terms of eligibility as a successor trustee under Section
11.06 and no notice to Certificateholders of the appointment of any co-trustee
or separate trustee shall be required under Section 11.08.

         (b) Every separate trustee and co-trustee shall, to the extent
permitted by law, be appointed and act subject to the following provisions and
conditions:

         (i) all rights, powers, duties and obligations conferred or imposed
     upon the Trustee shall be conferred or imposed upon



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<PAGE>   99
     and exercised or performed by the Trustee and such separate trustee or
     co-trustee jointly (it being understood that such separate trustee or
     co-trustee is not authorized to act separately without the Trustee joining
     in such act), except to the extent that under any law of any jurisdiction
     in which any particular act or acts are to be performed (whether as Trustee
     hereunder or as Successor Servicer hereunder), the Trustee shall be
     incompetent or unqualified to perform such act or acts, in which event such
     rights, powers, duties and obligations (including the holding of title to
     the Trust or any portion thereof in any such jurisdiction) shall be
     exercised and performed singly by such separate trustee or co-trustee, but
     solely at the direction of the Trustee;

         (ii)  no trustee hereunder shall be personally liable by reason of any
     act or omission of any other trustee hereunder; and

         (iii) the Trustee may at any time accept the resignation of or remove
     any separate trustee or co-trustee.

         (c)   Any notice, request or other writing given to the Trustee shall
be deemed to have been given to each of the then separate trustees and
co-trustees, as effectively as if given to each of them. Every instrument
appointing any separate trustee or co-trustee shall refer to this Agreement and
the conditions of this Article XI. Each separate trustee and co-trustee, upon
its acceptance of the trusts conferred, shall be vested with the estates or
property specified in its instrument of appointment, either jointly with the
Trustee or separately, as may be provided therein, subject to all the provisions
of this Agreement, specifically including every provision of this Agreement
relating to the conduct of, affecting the liability of, or affording protection
to, the Trustee. Every such instrument shall be filed with the Trustee and a
copy thereof given to the Servicer.

         (d)   Any separate trustee or co-trustee may at any time constitute the
Trustee, its agent or attorney-in-fact with full power and authority, to the
extent not prohibited by law, to do any lawful act under or in respect of this
Agreement on its behalf and in its name. If any separate trustee or co-trustee
shall die, become incapable of acting, resign or be removed, all its estates,
properties, rights, remedies and trusts shall vest in and be exercised by the
Trustee, to the extent permitted by law, without the appointment of a new or
successor trustee.

         SECTION 11.11. Tax Returns. No federal income tax return shall be filed
on behalf of the Trust unless either (i) the Trustee or the Servicer shall
receive an Opinion of Counsel based on a change in applicable law occurring
after the date hereof that the Internal Revenue Code requires such a filing or
(ii) the Internal Revenue Service shall determine that the Trust is required



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to file such a return. In the event the Trust shall be required to file tax
returns, the Servicer shall prepare or shall cause to be prepared any tax
returns required to be filed by the Trust and shall remit such returns to the
Trustee for signature at least five days before such returns are due to be
filed; the Trustee shall promptly sign such returns and deliver such returns
after signature to the Servicer and such returns shall be filed by the Servicer.
The Servicer in accordance with the Supplements shall also prepare or shall
cause to be prepared all tax information required by law to be distributed to
Investor Certificateholders and shall deliver such information to the Trustee at
least five days prior to the date it is required by law to be distributed to the
Certificateholders. The Trustee, upon request, will furnish the Servicer with
all such information known to the Trustee as may be reasonably required in
connection with the preparation of all tax returns of the Trust, and shall, upon
request, execute such returns. In no event shall the Trustee, the Servicer or
the Transferor be liable for any liabilities, costs or expenses of the Trust or
the Investor Certificateholders arising out of the application of any tax law,
including federal, state, foreign or local income or franchise taxes or any
other tax imposed on or measured by income (or any interest, penalty or addition
to tax with respect thereto or arising from a failure to comply therewith).

         SECTION 11.12. Trustee May Enforce Claims Without Possession of
Certificates. All rights of action and claims under this Agreement or the
Certificates may be prosecuted and enforced by the Trustee without the
possession of any of the Certificates or the production thereof in any
proceeding relating thereto, and any such proceeding instituted by the Trustee
shall be brought in its own name as trustee. Any recovery of judgment shall,
after provision for the payment of the reasonable compensation, expenses,
disbursements and advances of the Trustee, its agents and counsel, be for the
benefit of the Certificateholders in respect of which such judgment has been
obtained.

         SECTION 11.13. Suits for Enforcement. (a) If a Servicer Default shall
occur and be continuing, the Trustee, in its discretion may, subject to the
provisions of Sections 11.01 and 11.14, proceed to protect and enforce its
rights and the rights of the Certificateholders under this Agreement by suit,
action or proceeding in equity or at law or otherwise, whether for the specific
performance of any covenant or agreement contained in this Agreement or in aid
of the execution of any power granted in this Agreement or for the enforcement
of any other legal, equitable or other remedy as the Trustee, being advised by
counsel, shall deem most effectual to protect and enforce any of the rights of
the Trustee or the Certificateholders.

         (b) Nothing herein contained shall be deemed to authorize the Trustee
to authorize or consent to or accept or adopt



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on behalf of any Certificateholder any plan of reorganization, arrangement,
adjustment or composition affecting the Certificates or the rights of any Holder
thereof, or to authorize the Trustee to vote in respect of the claim of any
Certificateholder in any such proceeding.

         SECTION 11.14. Rights of Certificateholders to Direct Trustee. A
Majority in Interest of any outstanding Series shall have the right to direct
the time, method, and place of conducting any proceeding for any remedy
available to the Trustee under any Transaction Document, or exercising any trust
or power conferred on the Trustee under any Transaction Document; provided,
however, that subject to Section 11.01, the Trustee shall have the right to
decline to follow any such direction if the Trustee after being advised by
counsel determines that the action so directed may not lawfully be taken, or if
the Trustee in good faith shall, by a Responsible Officer or Responsible
Officers of the Trustee, determine that the proceedings so directed would be
illegal or involve it in personal liability or be unduly prejudicial to the
rights of Certificateholders not parties to such direction.

         SECTION 11.15. Representations and Warranties of Trustee. The Trustee
represents and warrants that:

         (a) the Trustee is a national banking association duly organized,
validly existing and in good standing under the laws of the United States of
America, and has the power to own its assets and to transact the business in
which it is presently engaged;

         (b) the Trustee has full power, authority and right to execute, deliver
and perform this Agreement, and has taken all necessary action to authorize the
execution, delivery and performance by it of this Agreement; and

         (c) this Agreement has been duly executed and delivered by the Trustee.

         SECTION 11.16. Maintenance of Office or Agency. The Trustee will
maintain at its expense in Minneapolis, Minnesota, an office or agency (the
"Corporate Trust Office") where notices and demands to or upon the Trustee in
respect of the Certificates and this Agreement may be served. The Trustee
initially designates its office or agency at Norwest Center, Sixth Street and
Marquette Avenue, Minneapolis, Minnesota 55479, Attn: Corporate Trust
Department, as such office. The Trustee will give prompt written notice to the
Transferor and the Servicer and to Certificateholders of any change in the
location of the Certificate Register or any such office or agency.



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                                   ARTICLE XII

                                   TERMINATION

         SECTION 12.01. Termination of Trust. The Trust and the respective
obligations and responsibilities of the Transferor, the Servicer and the Trustee
created hereby (other than the obligation of the Trustee to make payments to
Certificateholders as hereinafter set forth) shall terminate, except with
respect to the duties described in Sections 2.01(b), 3.02(b), 7.03, 8.04, 8.07,
11.05 and 12.02(b), upon the earlier to occur of (i) December 31, 2014 and (ii)
at the option of the Transferor, the last Termination Date of any Series.

         SECTION 12.02. Final Distribution. (a) The Servicer shall give the
Trustee and the Trustee shall give each Certificate- holder at least 20 days'
prior written notice of the date on which (i) the Trust is expected to terminate
in accordance with Section 12.01 and (ii) the Certificateholders may surrender
their Certificates for payment of the final distribution on and cancellation of
such Certificates. Such notice shall be accompanied by an Officer's Certificate
setting forth the information specified in Section 3.06 covering the period
during the then-current calendar year through the date of such notice. Not later
than five days after the Trustee shall receive such notice, the Trustee shall
mail notice to the Certificateholders specifying (i) the date upon which such
final distribution will be made upon presentation and surrender of such
Certificates at the office or offices therein designated, (ii) the amount of any
such final distribution and (iii) that the Distribution Date otherwise
applicable to such final distribution is not applicable, payments being made
only upon presentation and surrender of such Certificates at the office or
offices therein specified; provided, however, that such presentation and
surrender shall not be required for a Certificateholder that is an insurance
company or institutional investor. Each such Certificateholder shall surrender
its Certificate to the Trustee following receipt of the final distribution
thereon. The Trustee shall give such notice to the Transfer Agent and Registrar
at the time such notice is given to the Certificateholders.

         (b) Notwithstanding the Servicer's delivery to the Trustee, or the
Trustee's delivery to the Certificateholders, of the notices required under
Section 12.02(a), all funds then on deposit in the Concentration Account, any
Dell Collection Account, any Series Account, the Transferor's Account or the
Trustee's Account shall continue to be held in trust for the benefit of the
Certificateholders, and the Trustee shall pay such funds to the
Certificateholders upon surrender of their Certificates pursuant to, and subject
to the priorities set forth in, the applicable Supplement, as if such surrender
date were on a Distribution Date (and any excess shall be paid in accordance
with the terms of any



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<PAGE>   103
Enhancement Agreement). In the event that all Certificateholders do not
surrender their Certificates for cancellation within six months after the date
specified in the above-mentioned written notice from the Trustee, the Trustee
shall give a second written notice to the remaining Certificateholders to
surrender their Certificates for cancellation and receive the final distribution
with respect thereto. If within one year after the second notice all the
Certificates shall not have been surrendered for cancellation, the Trustee may
take appropriate steps, or may appoint an agent to take appropriate steps, to
contact the remaining Certificateholders concerning surrender of their
Certificates, and the cost thereof shall be paid out of the funds in the
Trustee's Account (if such Certificateholders are Investor Certificateholders)
or the Transferor's Account (if any such Certificateholder is the Holder of the
Transferor Certificate) held for the benefit of such Certificateholders. The
Trustee shall pay to the Transferor any monies held by it for the payment of
principal or interest that remains unclaimed for two years after the date
specified in the initial above-mentioned written notice from the Trustee. After
payment to the Transferor, Investor Certificateholders entitled to any monies
must look to the Transferor for payment as general creditors unless an
applicable abandoned property law designates another Person.

         SECTION 12.03. Transferor's Termination Rights. Upon the termination of
the Trust, the payment in full of all amounts due to the Investor
Certificateholders, payment of Trustee's fees and expenses and the surrender of
the Transferor Certificate, the Trustee shall assign and convey to the Holder of
the Transferor Certificate or its designee, without recourse, representation or
warranty (except for the representation that each Receivable and all other Trust
Assets will be free and clear of all Liens), all right, title and interest of
the Trust in and to the Receivables, whether then existing or thereafter
created, and all other Trust Assets, and all proceeds thereof except for amounts
held in any account by the Trustee pursuant to Section 12.02(b). The Trustee at
the expense of the Transferor shall execute and deliver such instruments of
transfer and assignment, in each case without recourse, representation or
warranty, as shall be prepared by the Transferor for execution by the Trustee
which are reasonably requested by the Transferor to vest in the Transferor all
right, title and interest which the Trust had in the Receivables and all other
Trust Assets.



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                                  ARTICLE XIII

                            MISCELLANEOUS PROVISIONS

         SECTION 13.01. Amendment. (a) This Agreement or any Supplement may be
amended from time to time by the Servicer, the Transferor and the Trustee
without the consent of any of the Investor Certificateholders, (i) to cure any
ambiguity, (ii) to correct or supplement any provision herein which may be
inconsistent with any other provision herein or (iii) to add any other
provisions with respect to matters or questions arising under this Agreement or
any Supplement which are not inconsistent with the provisions of this Agreement
or such Supplement; provided that any amendment pursuant to this clause (a)
shall not, as evidenced by an Opinion of Counsel, adversely affect in any
material respect the interests of any Investor Certificateholders. Notice of any
amendment entered into pursuant to this paragraph shall be given to the Rating
Agencies.

         (b) This Agreement or any Supplement may be amended from time to time
by the Servicer, the Transferor and the Trustee, so long as the Rating Agency
Condition is satisfied, with the consent of a Majority in Interest of each
adversely affected Series, for the purpose of adding any provisions to or
changing in any manner or eliminating any of the provisions of this Agreement or
of modifying in any manner the rights of the Certificateholders; provided,
however, that no such amendment shall (i) reduce in any manner the amount of, or
delay the timing of, distributions to be made to any Certificateholder or
deposits of amounts to be so distributed or the amount available under any
Enhancement without the consent of each such Certificateholder, (ii) change the
definition of or the manner of calculating the Certificateholders' Interest or
the Aggregate Certificateholders' Interest or any Investor Certificateholder's
interest therein without the consent of each affected Investor Certificateholder
or (iii) reduce the aforesaid percentage required to consent to any such
amendment without the consent of each Investor Certificateholder. The Trustee
may request an Officer's Certificate and Opinion of Counsel with respect to an
amendment entered into pursuant to this Section 13.01(b) concerning compliance
with the requirements of this Agreement. Any amendment to be effected pursuant
to this paragraph shall be deemed to adversely affect all outstanding Series,
other than any Series with respect to which such action shall not, as evidenced
by an Opinion of Counsel (which counsel shall not be an employee of, or counsel
for, Dell, the Servicer or the Transferor), addressed and delivered to the
Trustee, adversely affect the interests of any Investor Certificateholder of
such Series.

         (c) Promptly after the execution of any such amendment or consent
(other than an amendment pursuant to Section 13.01(a)), the Trustee shall
furnish written notification of the substance of



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<PAGE>   105
such amendment to each Investor Certificateholder and each Enhancement Provider.

         (d) It shall not be necessary for the consent of Investor
Certificateholders under this Section 13.01 to approve the particular form of
any proposed amendment, but it shall be sufficient if such consent shall approve
the substance thereof. The manner of obtaining such consents and of evidencing
the authorization of the execution thereof by Investor Certificate- holders
shall be subject to such reasonable requirements as the Trustee may prescribe.

         (e) Notwithstanding anything in this Section 13.01 to the contrary, no
amendment may be made to this Agreement or any Supplement which would adversely
affect in any material respect the interests of any Enhancement Provider without
the consent of such Enhancement Provider.

         (f) Any supplement executed in accordance with the provisions of
Section 6.08 shall not be considered an amendment to this Agreement for the
purposes of this Section 13.01.

         (g) Prior to the execution of any amendment to this Agreement or any
Supplement, the Trustee and any Enhancement Provider shall be entitled to
receive and rely upon an Opinion of Counsel stating that the execution of such
amendment is authorized or permitted by this Agreement. The Trustee may, but
shall not be obligated to, enter into any such amendment which adversely affects
the Trustee's own rights, duties or immunities under this Agreement, any
Supplement or otherwise.

         SECTION 13.02. Protection of Right, Title and Interest to Trust. (a)
The Servicer shall cause this Agreement, all amendments hereto and all financing
statements and continuation statements and any other necessary documents
covering the Certificateholders' and the Trustee's right, title and interest in
and to the Trust to be promptly recorded, registered and filed, and at all times
to be kept recorded, registered and filed, all in such manner and in such places
as may be required by law to preserve and protect fully the right, title and
interest of the Certificate- holders and the Trustee hereunder in and to all
property comprising the Trust. The Servicer shall deliver to the Trustee
file-stamped copies of, or filing receipts for, each document recorded,
registered or filed as provided above, as soon as available following such
recording, registration or filing. The Transferor shall cooperate fully with the
Servicer in connection with the obligations set forth above and will execute any
and all documents reasonably required to fulfill the intent of this Section
13.02(a).

         (b) Within 45 days after the Transferor makes any change in its name,
identity or legal structure which would make any financing statement or
continuation statement filed in accordance



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with the terms of this Agreement seriously misleading within the meaning of
Section 9-402(7) (or any comparable provision) of the UCC as in effect in the
jurisdiction the law of which governs the perfection of the interest in the
Trust Assets created hereunder, the Transferor shall give the Trustee notice of
such change and shall file such financing statements or amendments as may be
necessary to continue the perfection of the Trust's interest in the Trust Assets
and the proceeds thereof contemplated by Section 2.01.

         (c) The Transferor and the Servicer will give the Trustee prompt
written notice of any relocation of the office from which it services
Receivables or keeps records concerning the Receivables or of its principal
executive office and whether, as a result of such relocation, the applicable
provisions of the UCC would require the filing of any amendment of any
previously filed financing or continuation statement or of any new financing
statement and shall file such financing statements or amendments as may be
necessary to perfect or to continue the perfection of the Trust's interest in
the Receivables and the other Trust Assets and the proceeds thereof contemplated
by Section 2.01. The Transferor and the Servicer will at all times maintain each
office from which it services Receivables and its principal executive offices
within the United States of America.

         SECTION 13.03. Limitation on Rights of Certificate- holders. (a) The
death or incapacity of any Investor Certificate- holder shall not operate to
terminate this Agreement or the Trust, nor shall such death or incapacity
entitle such Investor Certificateholders' legal representatives or heirs to
claim an accounting or to take any action or commence any proceeding in any
court for a partition or winding up of the Trust, nor otherwise affect the
rights, obligations and liabilities of the parties hereto or any of them.

         (b) No Certificateholder shall have the right to vote (except as
expressly provided in this Agreement, including without limitation under Section
11.14) or in any manner otherwise control the operation and management of the
Trust, or the obligations of the parties hereto, nor shall anything herein set
forth, or contained in the terms of the Certificates, be construed so as to
constitute the Certificateholders from time to time as partners or members of an
association for any reason, nor shall any Investor Certificateholder be under
any liability to any third person by reason of any action taken by the parties
to this Agreement pursuant to any provision hereof.

         (c) No Investor Certificateholder shall have any right by virtue of any
provisions of this Agreement to file or otherwise institute any suit, action or
proceeding in equity or at law upon or under or with respect to this Agreement,
unless such Investor Certificateholder previously shall have made, and unless a
Majority in Interest of each outstanding Series shall have made, a written



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request to the Trustee to institute such action, suit or proceeding in its own
name as Trustee hereunder and shall have offered to the Trustee such reasonable
indemnity as it may require against the costs, expenses and liabilities to be
incurred therein or thereby, and the Trustee, for 60 days after such request and
offer of indemnity, shall have failed to file or otherwise refused to institute
any such action, suit or proceeding; it being understood and intended, and being
expressly covenanted, by each Certificate- holder with every other
Certificateholder and the Trustee, that no one or more Certificateholders shall
have any right in any manner whatever by virtue or by availing itself or
themselves of any provisions of this Agreement to affect, disturb or prejudice
the rights of the Holders of any of the Investor Certificates, or to obtain or
seek to obtain priority over or preference to any such Investor
Certificateholder, or to enforce any right under this Agreement, except in the
manner herein provided. For the protection and enforcement of the provisions of
this Section 13.03, each and every Investor Certificateholder and the Trustee
shall be entitled to such relief as can be given either at law or in equity.
Notwithstanding any other provision of this Agreement, the Certificates or any
Supplement, each Investor Certificateholder shall have the right to receive the
payments of all amounts due hereunder, under the Certificates held by such
Holder and under the Supplement relating to the Series of Certificates held by
such Holder and the right to institute suit for the enforcement of any such
payment without the consent of the Trustee or any other Holder.

         (d) By its acceptance of the Transferor Certificate, the Holder thereof
agrees that it will take no action with respect to such Holder's rights under
the Agreement that is inconsistent with, or adverse to, the interests of the
Investor Certificateholders.

         SECTION 13.04. Governing Law; Jurisdiction; Consent to Service of
Process.

         (a) Governing Law. THIS AGREEMENT, INCLUDING THE RIGHTS AND DUTIES OF
THE PARTIES HERETO, SHALL BE GOVERNED BY, AND CONSTRUED IN ACCORDANCE WITH, THE
INTERNAL LAWS OF THE STATE OF NEW YORK, WITHOUT REFERENCE TO ITS CONFLICT OF LAW
PROVISIONS, EXCEPT TO THE EXTENT THAT THE PERFECTION OF THE INTERESTS OF THE
TRUSTEE IN THE TRUST ASSETS IS GOVERNED BY THE LAWS OF A JURISDICTION OTHER THAN
THE STATE OF NEW YORK.

         (b) Jurisdiction. Each of the parties hereto hereby irrevocably and
unconditionally submits to the nonexclusive jurisdiction of any New York State
court or federal court of the United States of America sitting in New York City,
and any appellate court from any thereof, in any action or proceeding arising
out of or relating to this Agreement, and each of the parties hereto hereby
irrevocably and unconditionally (i) agrees that all claims in respect of any
such action or proceeding may be



                                       101
<PAGE>   108
heard and determined in such New York State or, to the extent permitted by law,
such federal court and (ii) waives the defense of an inconvenient forum. Each of
the parties hereto agrees that a final judgment in any such action or proceeding
shall be conclusive and may be enforced in other jurisdictions by suit on the
judgment or in any other manner provided by law.

         (c) Consent to Service of Process. Each party to this Agreement
irrevocably consents to service of process by personal delivery, certified mail,
postage prepaid or overnight courier. Nothing in this Agreement will affect the
right of any party to this Agreement to serve process in any other manner
permitted by law.

         (d) Waiver of Jury Trial. Each party to this Agreement waives any right
to a trial by jury in any action or proceeding to enforce or defend any rights
under or relating to this Agreement, any other Transaction Document, the Fee
Letter or any amendment, instrument, document or agreement delivered or which
may in the future be delivered in connection herewith or therewith or arising
from any course of conduct, course of dealing, statements (whether verbal of
written), actions of any of the parties hereto and the Liquidity Providers or
any other relationship existing in connection with this Agreement of any other
Transaction Document or the Fee Letter, and agrees that any such action or
proceeding shall be tried before a court and not before a jury.

         SECTION 13.05. Notices; Payments. (a) All notices and other
communications provided for hereunder shall, unless otherwise stated herein, be
in writing (including telex and facsimile communication) and shall be personally
delivered or sent by certified mail, postage prepaid, or overnight courier or
facsimile, to the intended party at the address or facsimile number of such
party set forth below or at such other address or facsimile number as shall be
designated by such party in a written notice to the other parties hereto. All
such notices and communications shall be effective (a) if personally delivered,
when received, (b) if sent by certified mail, four Business Days after having
been deposited in the mail, postage prepaid, (c) if sent by overnight courier,
two Business Days after having been given to such courier, unless sooner
received by the addressee and (d) if transmitted by facsimile, when sent, upon
receipt confirmed by telephone or electronic means. Notices and communications
sent hereunder on a day that is not a Business Day shall be deemed to have been
sent on the following Business Day.



                                       102
<PAGE>   109
         If to the Transferor,

         Dell Receivables L.P.
         2112 Kramer Lane
         Austin, Texas  78758
         Tel: (512) 728-5829
         Fax: (512) 728-5986
         Attn: Assistant Treasurer

         If to the Servicer,

         Dell USA L.P.
         2214 West Braker Lane, Suite D
         Austin, Texas  78758
         Tel: (512) 728-3343
         Fax: (512) 728-0043
         Attn: Treasurer

         If to the Trustee,

         Norwest Bank Minnesota, National Association
         Sixth Street and Marquette Avenue
         Minneapolis, Minnesota  55479
         Tel: (612) 667-4610
         Fax: (612) 667-9825
         Attn: Corporate Trust Department - Tom Wraalstad

         If to the Transfer Agent and Paying Registrar,

         Norwest Bank Minnesota, National Association
         Sixth Street and Marquette Avenue
         Minneapolis, Minnesota  55479
         Tel: (612) 667-4610
         Fax: (612) 667-9825
         Attn: Corporate Trust Department - Tom Wraalstad

If the Servicer is not Dell USA L.P., notices shall be given to the Servicer at
the address designated by such Servicer, with a copy to Dell USA L.P. at the
address designated above.

         (b) Any notice required or permitted to be mailed to an Investor
Certificateholder shall be given by first-class mail, postage prepaid, at the
address of such Certificateholder as shown in the Certificate Register. Notice
so mailed within the time prescribed in this Agreement shall be conclusively
presumed to have been duly given, whether or not the Certificateholder receives
such notice.

         (c) If the Transferor is not the Holder of the Transferor Certificate,
the Holder of the Transferor Certificate shall be entitled to receive all
notices which the Investor Certificateholders receive.



                                       103
<PAGE>   110
         SECTION 13.06. Rule 144A Information. For so long as any of the
Investor Certificates of any Series or Class are "restricted securities" within
the meaning of Rule 144(a)(3) under the Act, the Transferor, the Servicer and
any Enhancement Provider agree to cooperate with each other to provide to each
Investor Certificateholder of such Series or Class and to each prospective
purchaser of Investor Certificates designated by such an Investor
Certificateholder, upon the request of such Investor Certificateholder or
prospective purchaser, any information required to be provided to such holder or
prospective purchaser to satisfy the condition set forth in Rule 144A(d)(4)
under the Act (or any successor provision).

         SECTION 13.07. Severability of Provisions. If any one or more of the
covenants, agreements, provisions or terms of this Agreement shall for any
reason whatsoever be held invalid, then such covenants, agreements, provisions
or terms shall be deemed severable from the remaining covenants, agreements,
provisions or terms of this Agreement and shall in no way affect the validity or
enforceability of the other covenants, agreements, provisions or terms of this
Agreement or of the Certificates or rights of the Certificateholders.

         SECTION 13.08. Assignment. Notwithstanding anything to the contrary
contained herein, (i) this Agreement may not be assigned by the Transferor, and
(ii) except as provided in Section 8.02, this Agreement may not be assigned by
the Servicer without the prior consent of a Majority in Interest of each
outstanding Series.

         SECTION 13.09. Certificates Nonassessable and Fully Paid. It is the
intention of the parties to this Agreement that the Certificateholders shall not
be personally liable for obligations of the Trust, that the interests in the
Trust represented by the Certificates shall be nonassessable for any losses or
expenses of the Trust or for any reason whatsoever and that Certificates upon
authentication thereof by the Trustee pursuant to Section 6.02 are and shall be
deemed fully paid.

         SECTION 13.10. Further Assurances. The Transferor and the Servicer
agree to do and perform, from time to time, any and all acts and to execute any
and all further instruments and documents required or reasonably requested by
the Trustee more fully to effect the purposes of this Agreement, including,
without limitation, the execution of any financing statements or continuation
statements relating to the Receivables for filing under the provisions of the
UCC of any applicable jurisdiction.

         SECTION 13.11. Nonpetition Covenant. Notwithstanding any prior
termination of the Trust, (a) the Servicer, the Trustee and the
Certificateholders shall not, prior to the date which is one year and one day
after the termination of the Trust, acquiesce,



                                       104
<PAGE>   111
petition or otherwise invoke or cause the Trust or the Transferor to invoke the
process of any Governmental Authority for the purpose of commencing or
sustaining a case against the Trust or the Transferor under any federal or state
bankruptcy, insolvency or similar law or appointing a receiver, liquidator,
assignee, trustee, custodian, sequestrator or other similar official of the
Trust or the Transferor or any substantial part of its property or ordering the
winding-up or liquidation of the affairs of the Trust or the Transferor and (b)
the Transferor shall not, prior to the date which is one year and one day after
the termination of the Trust, acquiesce, petition or otherwise invoke or cause
the Trust to invoke the process of any Governmental Authority for the purpose of
commencing or sustaining a case against the Trust under any federal or state
bankruptcy, insolvency or similar law or appointing a receiver, liquidator,
assignee, trustee, custodian, sequestrator or other similar official of the
Trust or any substantial part of its property or ordering the winding-up or
liquidation of the affairs of the Trust.

         SECTION 13.12. No Waiver; Cumulative Remedies. No failure to exercise
and no delay in exercising, on the part of any Person, any right, remedy, power
or privilege hereunder shall operate as a waiver thereof; nor shall any single
or partial exercise of any right, remedy, power or privilege under this
Agreement preclude any other or further exercise thereof or the exercise of any
other right, remedy, power or privilege. The rights, remedies, powers and
privileges herein provided are cumulative and not exhaustive of any rights,
remedies, powers and privileges provided by law.

         SECTION 13.13. Counterparts. This Agreement may be executed in two or
more counterparts and by different parties on separate counterparts, each of
which shall be an original, but all of which together shall constitute one and
the same instrument.

         SECTION 13.14. Third-Party Beneficiaries. This Agreement will inure to
the benefit of and be binding upon the parties hereto, the Certificateholders
and their respective successors and permitted assigns. Except as otherwise
provided in this Agreement, no other person will have any right or obligation
hereunder.

         SECTION 13.15. Actions by Certificateholders. (a) Wherever in this
Agreement a provision is made that an action may be taken or a Notice given by
Investor Certificateholders, such action or Notice may be taken or given by any
Investor Certificate- holder, unless such provision requires a specific
percentage of Investor Certificateholders.

         (b) Any Notice, consent, waiver or other act by the Holder of a
Certificate shall bind such Holder and every subsequent Holder of such
Certificate and of any Certificate issued upon the



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<PAGE>   112
registration of transfer thereof or in exchange therefor or in lieu thereof in
respect of anything done or omitted to be done by the Trustee or the Servicer in
reliance thereon, whether or not notation of such action is made upon such
Certificate.

         SECTION 13.16. Merger and Integration. Except as specifically stated
otherwise herein, this Agreement sets forth the entire understanding of the
parties relating to the subject matter hereof, and all prior understandings,
written or oral, are superseded by this Agreement. This Agreement may not be
modified, amended, waived or supplemented except as provided herein.

         SECTION 13.17. Headings. The headings herein are for purposes of
reference only and shall not otherwise affect the meaning or interpretation of
any provision hereof.

         SECTION 13.18. Construction of Agreement. The Transferor hereby grants
to the Trustee a security interest in all of the Transferor's right, title and
interest in, to and under the Receivables now existing and hereafter created,
all monies due or to become due and all amounts received with respect thereto,
and all other Trust Assets, and all "proceeds" thereof, to secure all the
Transferor's and Servicer's obligations hereunder, including, without
limitation, the Transferor's obligation to sell or transfer to the Trust all
Receivables existing on the date hereof or hereafter created and transferred to
the Transferor from time to time under the Receivables Purchase Agreements. This
Agreement shall constitute a security agreement under applicable law.



                                       106
<PAGE>   113
         IN WITNESS WHEREOF, the parties hereto have caused this Pooling and
Servicing Agreement to be duly executed by their respective officers thereunto
duly authorized as of the day and year first above written.

                                              DELL RECEIVABLES L.P.,
                                                Transferor
                                              By DELL RECEIVABLES GEN. P. CORP,
                                                as its general partner

                                              By: /s/ Thomas J. Meredith
                                                 -------------------------------
                                                 Name:  THOMAS J. MEREDITH
                                                 Title: PRESIDENT

                                              DELL USA L.P.,
                                                Servicer
                                              By DELL GEN. P. CORP.,
                                                as its general partner

                                              By: /s/ Thomas J. Meredith
                                                 -------------------------------
                                                 Name:  THOMAS J. MEREDITH
                                                 Title: CHEIF FINANCIAL OFFICER

                                              NORWEST BANK MINNESOTA,
                                                NATIONAL ASSOCIATION
                                                Trustee

                                              By: /s/ Michael G. Lugar
                                                 -------------------------------
                                                 Name:  MICHAEL G. LUGAR
                                                 Title: CORPORATE TRUST OFFICER
<PAGE>   114
   
    

   
                            EXHIBITS AND SCHEDULES
    

   
   The following Exhibits and Schedules have been omitted from this filing:
    


   
            Exhibit A -- Form of Transferor Certificate
            Exhibit B -- Form of Annual Servicer's Certificate
            Exhibit C -- Form of Dell Collection Account Letter
            Exhibit D -- Form of Rule 144A and Non-Rule 144A Letters
            Exhibit E -- Form of Daily Report
            Exhibit F -- Credit Policy and Procedures Manual
            Exhibit G -- Form of Agreed Upon Procedures
            Exhibit H -- Form of Monthly Trustee Certificate
    

   
            Schedule I -- Dell Post-Office Boxes and Dell Collection Accounts
            Schedule II -- Originators
    

   
The registrant hereby undertakes to furnish supplementally a copy of any such
Exhibit or Schedule to the Commission upon request.
    


Source: OneCLE Business Contracts.