Receivables Purchase Agreement - Dell Direct Sales L.P. and Dell Receivables L.P.


    
                                                                EXECUTION COPY

                         RECEIVABLES PURCHASE AGREEMENT

                                     between

                        DELL DIRECT SALES L.P., as Seller

                                       and

                       DELL RECEIVABLES L.P., as Purchaser

                          Dated as of November 21, 1995




                                TABLE OF CONTENTS

                                                                           Page
                                                                           ----
                                    ARTICLE I

                                   DEFINITIONS

SECTION 1.01.  Definitions..................................................  2
SECTION 1.02.  Other Definitional Provisions................................  2
SECTION 1.03.  Computation of Time Periods..................................  3


                                   ARTICLE II

                        PURCHASE AND SALE OF RECEIVABLES

SECTION 2.01.  Purchase and Sale of Receivables.............................  4
SECTION 2.02.  Payment of Purchase Price....................................  4


                                   ARTICLE III

                    CONDITIONS TO EFFECTIVENESS AND PURCHASES

SECTION 3.01.     Transfer Date.............................................  5
SECTION 3.02.     Conditions Precedent to All Purchases.....................  6


                                   ARTICLE IV

                         REPRESENTATIONS AND WARRANTIES

SECTION 4.01.     Representations and Warranties of the Seller..............  8
SECTION 4.02.     Representations and Warranties of the Purchaser........... 11
SECTION 4.03.     Obligations Unaffected.................................... 12

                                    ARTICLE V

                                    COVENANTS

SECTION 5.01.     Affirmative Covenants of the Seller....................... 14
SECTION 5.02.     Reporting Requirements of the Seller...................... 17
SECTION 5.03.     Negative Covenants of the Seller.......................... 18
SECTION 5.04.     Affirmative Mutual Covenant............................... 19
SECTION 5.05.     Grant of Security Interest................................ 19




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                                                                           Page
                                                                           ----

                                   ARTICLE VI

                              EVENTS OF TERMINATION

SECTION 6.01.  Termination.................................................. 21

                                   ARTICLE VII

                                 INDEMNIFICATION

SECTION 7.01.  Indemnification.............................................. 23

                                  ARTICLE VIII

                                  MISCELLANEOUS

SECTION 8.01.  Further Assurances........................................... 25
SECTION 8.02.  Payments..................................................... 25
SECTION 8.03.  Costs and Expenses........................................... 25
SECTION 8.04.  Binding Effect; Assignability................................ 26
SECTION 8.05.  Governing Law, Jurisdiction, Consent to
               Service of Process........................................... 27

SECTION 8.06.  No Waiver; Cumulative Remedies............................... 27
SECTION 8.07.  Amendments and Waivers....................................... 27
SECTION 8.08.  Severability................................................. 28
SECTION 8.09.  Notices...................................................... 28
SECTION 8.10.  Counterparts................................................. 28
SECTION 8.11.  Construction of Agreement as Security
               Agreement.................................................... 28

SECTION 8.12.  Termination.................................................. 28
SECTION 8.13.  Third Party Beneficiary...................................... 29
SECTION 8.14.  The Seller's Obligations..................................... 29


                                       ii



                  RECEIVABLES PURCHASE AGREEMENT, dated as of November 21, 1995,
by and between Dell Direct Sales L.P., a Texas limited partnership (in its
capacity as seller hereunder, the 'Seller') and Dell Receivables L.P., a Texas
limited partnership (the 'Purchaser').

                  WHEREAS, the Seller desires to sell to the Purchaser, and the
Purchaser desires to buy from the Seller, on the date hereof and from time to
time hereafter, all of the Seller's right, title and interest in, to and under
the Receivables existing on the date hereof or hereafter created; and

                  WHEREAS, all of the partnership interests in both the Seller
and the Purchaser are held indirectly by Dell Computer Corporation ('Dell') and
all of the shares of the Purchaser are owned indirectly by Dell; and

                  WHEREAS, pursuant to that certain Pooling and Servicing
Agreement, dated of even date herewith (the 'Pooling and Servicing Agreement'),
among the Purchaser, Dell USA L.P. (the 'Servicer') and Norwest Bank Minnesota,
National Association, as trustee (the 'Trustee'), the Purchaser has agreed to
transfer to the Trust created pursuant to the Pooling and Servicing Agreement,
for the benefit of the Certificateholders referred to therein, all of its right,
title and interest in, to and under the Receivables;

                  NOW, THEREFORE, in consideration of the premises and the
mutual covenants herein contained, the parties hereto agree as follows:








                                    ARTICLE I

                                   DEFINITIONS

                  SECTION 1.01. Definitions. Capitalized terms used herein but
not otherwise defined herein shall have the meanings set forth in the Pooling
and Servicing Agreement. In addition, the term 'Agreement' shall mean this
Receivables Purchase Agreement, as the same may from time to time be amended,
supplemented or otherwise modified. The following capitalized terms shall have
the following meanings:

                  'Early Termination' shall have the meaning specified in
Section 6.01.

                  'Effective Period' shall mean the period beginning on the
Transfer Date and terminating on (i) the earliest of (a) the close of business
on the Business Day on which a Termination Event occurs, (b) the close of
business on the Business Day immediately preceding the day on which any Early
Amortization Event occurs and (c) the close of business on the Business Day
immediately preceding the day on which the Amortization Period for the last
outstanding Series begins or (ii) such later date as is agreed to by the Seller
and the Purchaser.

                  'Purchase Date' shall have the meaning specified in
Section 2.02.

                  'Purchase Percentage' shall mean initially 98%; provided,
however, that the Purchase Percentage may change from time to time, on a basis
consistent with that used to establish the initial Purchase Percentage, to
reflect historic loss experience of the Seller's accounts receivable portfolio
and prevailing interest rates, as agreed upon by the Seller and the Purchaser.

                  'Purchase Price' shall have the meaning specified in
Section 2.02.

                  'Termination Event' shall have the meaning specified in
Section 6.01.

                  'Transfer Date' shall have the meaning specified in
Section 3.01.

                  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, 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



                                       2






accounting principles 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, 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 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' shall mean 'including without limitation'.

                  SECTION 1.03. Computation of Time Periods. Unless otherwise
stated in this Agreement, in the computation of a period of time from a
specified date to a later specified date, the word 'from' shall mean 'from and
including' and the words 'to' and 'until' shall mean 'to but excluding'.



                                       3






                                   ARTICLE II

                        PURCHASE AND SALE OF RECEIVABLES

                  SECTION 2.01.     Purchase and Sale of Receivables.  Subject
to the terms and conditions of this Agreement, the Seller agrees to sell to the
Purchaser, and the Purchaser agrees to purchase from the Seller, during the
Effective Period, all right, title and interest of the Seller in, to and under
all Receivables now existing or hereafter created, including, without
limitation, all monies due and to become due thereunder, and all amounts
received with respect thereto and all proceeds thereof.

                  SECTION 2.02. Payment of Purchase Price. (a) On the Transfer
Date, the Seller shall sell to the Purchaser, and the Purchaser shall purchase
from the Seller, all of the Seller's right, title and interest in, to and under
all Receivables existing at the close of business on the Business Day preceding
the Transfer Date for a payment consisting of $42,552,700.75 multiplied by the
Purchase Percentage.

                  (b) On each Business Day during the Effective Period, the
Seller shall determine the Receivables arising over the course of the preceding
Business Day, which Receivables shall be deemed available for purchase by the
Purchaser on such day (each, a 'Purchase Date'). To the extent that any sale of
Receivables is not reflected in the Daily Report, such Receivables will
nevertheless be deemed sold to the Purchaser in every respect and all of the
Seller's rights, title and interest in, to and under such Receivables will be
deemed to have been sold to the Purchaser.

                  (c) The purchase price payable to the Seller for the
Receivables to be purchased on any Purchase Date shall be an amount equal to the
product of (i) the aggregate Outstanding Balance of all Receivables determined
pursuant to paragraph (b) above and (ii) the Purchase Percentage (such amount,
the 'Purchase Price').

                  (d) The Purchase Price shall be paid to the Seller in
immediately available funds to the extent of funds available to the Purchaser.
The excess, if any, of the Purchase Price over the payment therefor set forth in
clause (a) or (c) above, as the case may be, shall be deemed to be a loan by the
Seller to the Purchaser (a 'Subordinated Loan'), evidenced by the Subordinated
Note of the Purchaser substantially in the form attached hereto as Exhibit A.


                                       4



                                   ARTICLE III

                    CONDITIONS TO EFFECTIVENESS AND PURCHASES

                  SECTION 3.01. Transfer Date. This Agreement is effective on
November 21, 1995. No purchase hereunder shall occur until November 30, 1995 or
such other date agreed upon by the parties in writing (the 'Transfer Date') on
or before which the following conditions precedent shall have been satisfied:

                  (a) There shall have been delivered to the Purchaser
file-stamped copies of the financing statements relating to the Receivables,
naming the Seller as seller/debtor, the Purchaser as purchaser/secured party, or
other similar instruments or documents, as may be necessary or, in the opinion
of the Purchaser, desirable under the UCC of any appropriate jurisdiction or
other applicable law to perfect the Purchaser's ownership of and first priority
security interest in the Receivables, that were duly filed on or prior to the
Transfer Date with the Secretary of State of the State of Texas or other
appropriate official.

                  (b) There shall have been delivered to the Purchaser a copy of
the limited partnership agreement of the Seller, certified by the secretary or
an assistant secretary of the general partner of the Seller as of a recent date.

                  (c) There shall have been delivered to the Purchaser a
certificate of the Secretary of State of the State of Texas as to the documents
relating to the Seller which are on file in the office of such Secretary of
State.

                  (d) There shall have been delivered to the Purchaser a
certificate of the secretary or an assistant secretary of the general partner of
the Seller, dated the Transfer Date, certifying (i) that attached thereto is a
true and complete copy of resolutions adopted by the board of directors of the
general partner of the Seller authorizing the transactions contemplated by this
Agreement and the execution, delivery and performance of this Agreement, the
Pooling and Servicing Agreement and any other documents required or contemplated
hereunder, (ii) that the limited partnership agreement of the Seller has not
been amended since the date of the certified copy furnished pursuant to clause
(b) above and (iii) the names and true signatures of the officers of the general
partner of the Seller authorized to execute this Agreement, the Pooling and
Servicing Agreement and any other documents contemplated hereunder, and
appropriately evidencing the incumbency of such secretary or assistant
secretary.

                  (e) There shall have been delivered to the Purchaser certified
copies of Requests for Information or Copies (Form UCC- 11) (or a similar search
report certified by a party acceptable to the Purchaser), dated a date
reasonably near to the date of such Transfer Date, listing all effective
financing statements (including those referred to in Section 3.01(a) which name
the



                                       5



Seller (under its present name and any previous name) as debtor and which are
filed in the jurisdictions in which filings were made pursuant to Section
3.01(a), together with copies of such financing statements (none of which
(except those filed pursuant to Section 3.01(a) shall cover any property which
may be Receivables or Collections).

                  (f) There shall have been delivered to the Purchaser copies of
proper Financing Statements (Form UCC-3), if any, necessary to release all
security interests and other rights of any Person in the Receivables previously
granted by the Seller.

                  (g) There shall have been delivered to the Purchaser a Dell
Collection Account Letter substantially in the form of Exhibit C to the Pooling
and Servicing Agreement, in respect of each Dell Collection Account maintained
by the Servicer, duly acknowledged by the bank holding such Dell Collection
Account.

                  (h) There shall have been delivered to the Purchaser favorable
opinions of Baker & Botts, L.L.P., counsel for the Seller, and of Thomas B.
Green, General Counsel of the Seller, each in form and substance reasonably
acceptable to the Purchaser.

                  (i) There shall have been delivered to the Seller a
certificate of the secretary or assistant secretary of the general partner of
the Purchaser, dated the Transfer Date, certifying (i) that attached thereto is
a true and complete copy of resolutions adopted by the board of directors of the
general partner of the Purchaser authorizing the transactions contemplated by
this Agreement and the execution, delivery and performance of this Agreement and
any other documents required or contemplated hereunder and (ii) the names and
true signatures of the officers of the general partner of the Purchaser
authorized to execute this Agreement and any other documents contemplated
hereunder, and appropriately evidencing the incumbency of such secretary or
assistant secretary.

                  (j) The Pooling and Servicing Agreement and all documentation
to be delivered in connection therewith shall have been executed and delivered
and all conditions thereto shall have been satisfied.

                  (k)      The Cross-Guarantee Agreement shall have been
executed and delivered and shall be in full force and effect.

                  (l) All legal matters incident to the execution and delivery
of this Agreement and to the purchases by the Purchaser of the Receivables from
the Seller shall be satisfactory to counsel for the Purchaser.

                  SECTION 3.02.     Conditions Precedent to All Purchases.
The obligation of the Purchaser to pay the Purchase Price with
respect to any Receivables on any Purchase Date is subject to the
following conditions precedent:



                                       6



                  (a) On or prior to such Purchase Date, the Seller shall have
delivered to the Purchaser the accounts receivable trial balance of the
Originators (which if in magnetic tape or diskette format shall be compatible
with the Purchaser's, or, if applicable, the Servicer's, computer equipment);

                  (b) On or prior to such Purchase Date, the Servicer shall have
delivered to the Purchaser, in form and substance satisfactory to the Purchaser,
a completed Determination Date Certificate, together with a listing by Obligor
of all Receivables subject to such purchase, for the most recently ended
reporting period for which information is required pursuant to Section 3.05(b)
of the Pooling and Servicing Agreement and containing such additional
information as may be reasonably requested by the Purchaser;

                  (c) On or prior to such Purchase Date, the Seller shall have
marked its master data processing records and, at the request of the Purchaser,
each Contract (other than any invoice sent to the Obligor under such Contract)
giving rise to Receivables and all other relevant records evidencing the
Receivables which are the subject of such purchase with a legend, acceptable to
the Purchaser, stating that such Receivables, and Collections with respect
thereto and other proceeds thereof, have been sold in accordance with this
Agreement;

                  (d) On such Purchase Date, the following statements shall be
true (and the Seller, by accepting the amount of such purchase, shall be deemed
to certify that):

                  (i)      The Seller's representations and warranties
         contained in Section 4.01 are correct on and as of such day as

         though made on and as of such date; and

             (ii) No event has occurred and is continuing, or would result from
         such purchase, which constitutes a Termination Event or would
         constitute a Termination Event but for the requirement that notice be
         given or time elapse or both;

                  (e) On or prior to such Purchase Date, the Purchaser shall
have received such other approvals, opinions or documents as the Purchaser may
reasonably request; and

                  (f) On such Purchase Date the Seller shall have complied with
all of its covenants hereunder and shall have fulfilled in all material respects
all of its obligations hereunder.

                  The acceptance by the Seller of any payment for any
Receivables shall be deemed to be a representation and warranty by the Seller as
to the matters set forth in this Section 3.02.



                                       7






                                   ARTICLE IV

                         REPRESENTATIONS AND WARRANTIES

                  SECTION 4.01. Representations and Warranties of the Seller.
The Seller represents and warrants to the Purchaser as of the Transfer Date and
each Purchase Date that:

                  (a) Organization. The Seller 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 its properties and conduct its business,
as presently owned or conducted and as is proposed to be conducted under this
Agreement and the Cross-Guarantee Agreement, and to execute, deliver and perform
its obligations under this Agreement and the Cross- Guarantee Agreement.

                  (b) Due Qualification. The Seller is duly qualified to do
business (or is exempt from such requirement), 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
Seller's ability to perform its obligations under this Agreement and the
Cross-Guarantee Agreement.

                  (c) Due Authorization. The execution, delivery and performance
of this Agreement and the Cross-Guarantee Agreement by the Seller, and the
consummation by the Seller of the transactions contemplated by this Agreement
and by the Cross-Guarantee Agreement, have been duly and validly authorized by
all necessary action on the part of the Seller and this Agreement and the Cross-
Guarantee 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 Seller.

                  (d) No Conflict. The Seller's execution and delivery of this
Agreement and the Cross-Guarantee Agreement, performance of the transactions
contemplated hereby and thereby, and fulfillment of the terms hereof and thereof
applicable to the Seller, do not contravene the Seller's limited partnership
agreement, conflict with or violate any Requirements of Law applicable to the
Seller, violate any provision of, or require any filing, registration, consent
or approval under, any Requirement of Law presently in effect having
applicability to the Seller, except for such filings, registrations, consents or
approvals as have already been obtained or made 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 Seller is a party or by which it or its properties
or assets are bound, which conflict, violation or breach would have a material
adverse effect on the Seller's ability to perform its obligations hereunder or
under the



                                       8



Cross-Guarantee Agreement or on the ownership by the Trust of the Receivables.

                  (e) No Proceedings Regarding the Seller. There are no
proceedings, injunctions, writs, restraining orders or other orders or
investigations pending or, to the best knowledge of a Responsible Officer of the
Seller, threatened against the Seller 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, the Cross-Guarantee Agreement, the Pooling
and Servicing Agreement or the Certificates, (ii) seeking to prevent the
issuance of the Certificates or the consummation of any of the transactions
contemplated by this Agreement, the Cross-Guarantee Agreement, the Pooling and
Servicing Agreement or the Certificates, (iii) seeking any determination or
ruling that is reasonably likely to materially and adversely affect the
financial condition or results of operations of the Seller or the performance by
the Seller of its obligations under this Agreement or the Cross-Guarantee
Agreement or (iv) seeking to affect adversely the income or franchise tax
attributes of the Trust under the United States federal or State of Texas income
or franchise tax systems.

                  (f) 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 Seller in
connection with the execution and delivery of this Agreement or the
Cross-Guarantee Agreement by the Seller or the performance of its obligations
under this Agreement or the Cross-Guarantee Agreement or the transactions
contemplated hereby, 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(a) of the Pooling and Servicing Agreement, 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(a) of the Pooling and Servicing Agreement.

                  (g) Liens. Each Receivable is owned by the Seller free and
clear of any Lien except as provided for herein; and no effective financing
statement or other instrument similar in effect covering any Receivable or
Collections with respect thereto is on file in any recording office except such
as may be filed in favor of the Purchaser and the Trustee and as otherwise
provided for in this Agreement and the Pooling and Servicing Agreement,
including Liens that will be terminated on or before the Transfer Date.

                  (h) Locations. The chief place of business and chief executive
office of the Seller, and the offices where the Seller keeps the originals of
its books, records and documents regarding the Receivables are located at the
address of the Seller specified in Section 8.09. During the four months prior to
the Transfer Date and prior to any Purchase Date, the chief place of business
and



                                       9



chief executive office of the Seller, and the offices where the Seller keeps the
originals of its books, records and documents regarding the Receivables were/are
located at the address of the Seller specified in Section 8.09.

                  (i) Information. Each certificate, information, exhibit,
financial statement, document, book, record or report furnished by the Seller to
the Purchaser in connection with this Agreement and in connection with each
Receivable is accurate in all material respects as of its date and no such
document contains any material misstatement of fact.

                  (j) Enforceability. Each of this Agreement and the
Cross-Guarantee Agreement constitute a legal, valid and binding obligation of
the Seller enforceable against the Seller 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).

                  (k) Valid Transfers. This Agreement constitutes a valid sale,
transfer and assignment to the Purchaser of all right, title and interest of the
Seller in and to the Receivables, whether now existing or hereafter created
during the Effective Period, and the proceeds thereof.

                  (l)      Dell Collection Accounts.  Schedule I to the Pooling
and Servicing Agreement is a complete and accurate list of each Dell Collection
Account as of each Purchase Date.

                  (m) Solvency. The Seller is solvent and will not become
insolvent after giving effect to the transactions contemplated by this Agreement
or the Cross-Guarantee Agreement; the Seller is currently repaying all of its
indebtedness as such indebtedness becomes due; and, after giving effect to the
transactions contemplated by this Agreement and the Cross-Guarantee Agreement,
the Seller will have adequate capital to conduct its business as presently
conducted and as contemplated by this Agreement and the Cross-Guarantee
Agreement.

                  (n) Compliance. The Seller has complied, and will comply on
each Purchase Date, in all material respects with all Requirements of Law with
respect to it, its business and properties and all Receivables sold hereunder
and the Contracts related thereto. The Seller has maintained and will maintain
all applicable permits, certifications and licenses necessary in any material
respect with respect to its business and properties and all Receivables sold
hereunder and the Contracts related thereto. The Seller has filed or caused to
be filed on a timely basis all tax returns required by any Governmental
Authority.



                                       10



                  (o)      No Rescission. Neither any Receivable sold hereunder
nor the related Contract has been satisfied, subordinated or rescinded or,
except as disclosed in writing to the Purchaser, amended in any manner and the
amounts billed under such Receivables have not been compromised, adjusted,
extended, satisfied, subordinated, rescinded or modified, except as permitted
under the Pooling and Servicing Agreement.

                  (p)      No Payment.  The Seller has no knowledge of any fact
which would lead it to expect that, when billed, any Receivable
sold hereunder would not be paid in accordance with its terms when
due.

                  (q)      No Insolvency Event.  No Insolvency Event has
occurred with respect to the Seller.

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

                  (s)      Sale and Transfer. This Agreement creates a valid
sale, transfer and assignment to the Purchaser of, and the Purchaser is the
legal and beneficial owner of, all right, title and interest of the Seller in
and to the Receivables now existing and hereafter created during the term of
this Agreement and in the proceeds thereof.

                  (t)      Eligible Receivables. Each Receivable classified as
an 'Eligible Receivable' by the Seller on its records or 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
in the Pooling and Servicing Agreement; provided, however, that this
representation shall not cover Reconveyed Receivables.

                  (u)      Invoices.  The Seller has submitted all necessary
documents, if any, to each Obligor in connection with payments due with respect
to such Obligor's Receivables.

                  (v)      No Proceedings Regarding the Receivables.  There are
no proceedings, injunctions, writs, restraining orders or other orders or
investigations pending or, to the best knowledge of a Responsible Officer of the
Seller, threatened with respect to any Receivable or Contract before any
Governmental Authority asserting the illegality, invalidity or unenforceability,
or seeking any determination or ruling that would affect the legality, binding
effect, validity or enforceability of any Receivable or Contract.

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



                                       11



                  (x) ERISA. No Plan (as defined in Section 3(3) of ERISA)
maintained by the Seller 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 Seller and each ERISA
Affiliate of the Seller has timely made all contributions required to be made by
it to any Plan and Multiemployer Plan (as 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 Seller or such ERISA Affiliate, and no event requiring notice to
the PBGC (as defined in Section 2613.2 of the 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 Seller 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 Seller
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 Seller or the payment of any
material amount to avoid such Lien.

                  (y)      Accounts.  All Receivables constitute 'accounts',
'general intangibles' or 'proceeds' thereof, as each such term is defined in the
UCC.

                  (z) Sale. For federal income tax, reporting and accounting
purposes, the Seller will treat the sale of each Receivable sold pursuant to
this Agreement as a sale, or absolute assignment, of all its right, title and
ownership interest in and to such Receivable to the Purchaser and the Purchaser
has not and will not account for or treat the transactions contemplated by this
Agreement in any other manner. This representation shall cease to be effective
if the Seller shall have received an Opinion of Counsel that a change in
applicable law occurring after the date hereof renders this representation
unlawful or inadvisable.

                  SECTION 4.02. Representations and Warranties of the Purchaser.
The Purchaser represents and warrants to the Seller as of the Transfer Date and
each Purchase Date that:

                  (a) Organization and Good Standing. The Purchaser 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 its properties and
conduct its business as presently owned or conducted and as is proposed to be
conducted under this Agreement.

                  (b)      No Conflict.  The Purchaser's execution and delivery
of this Agreement, purchase of the Receivables pursuant to this Agreement and
fulfillment of the terms hereof applicable to the Purchaser, do not contravene
the Purchaser's limited partnership



                                       12



agreement, conflict with or violate any Requirements of Law applicable to the
Purchaser, conflict with, result in a breach of any of the material terms or
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 Purchaser is a party or by which it or its
properties or assets are bound. Neither the execution and delivery of this
Agreement nor the purchase of the Receivables pursuant to this Agreement nor the
fulfillment of the terms hereof applicable to the Purchaser will result in the
creation of an adverse claim against the Purchaser or any assets of the
Purchaser except those created under the Pooling and Servicing Agreement.

                  (c) Due Authorization. The execution and delivery of this
Agreement by the Purchaser, and the purchase by the Purchaser of the
Receivables, have been duly and validly authorized by all necessary action on
the part of the Purchaser 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 Purchaser.

                  (d) Enforceability. This Agreement constitutes a legal, valid
and binding obligation of the Purchaser enforceable against the Purchaser 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).

                  SECTION 4.03.     Obligations Unaffected.  The obligations
of the Seller to the Purchaser under this Agreement shall not be
affected by reason of any invalidity, illegality or irregularity of
any Receivable or the sale of any Receivable.



                                       13



                                    ARTICLE V

                                    COVENANTS

                  SECTION 5.01.     Affirmative Covenants of the Seller.  The
Seller hereby covenants that, until the termination of the
Effective Period:

                  (a)      Compliance with Law.  The Seller will comply in all
material respects with all Requirements of Law applicable to it, its business
and properties and the Receivables.

                  (b)      Preservation of Existence. (i) Except as otherwise
permitted by subsection (ii) of this Section 5.01(b), the Seller will preserve
and maintain its existence, rights, franchises and privileges in the State of
Texas, and qualify and remain qualified in each jurisdiction where the failure
to maintain such qualification would materially and adversely affect (A) the
interests of the Purchaser hereunder or in the Receivables, (B) the
collectibility of any Receivable or (C) the ability of the Seller to perform its
obligations hereunder in any material respects and (ii) the Seller 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 unless: (1)
Dell is the direct or indirect owner of all of the issued and outstanding shares
of the capital stock or partnership interests or other equity interests of the
Person formed by such consolidation or into which the Seller is merged or the
Person which acquires by conveyance or transfer the properties and assets of the
Seller substantially as an entirety; (2) the Person formed by such consolidation
or into which the Seller is merged or the Person which acquires by conveyance or
transfer the properties and assets of the Seller substantially as an entirety
shall be, if the Seller is not the surviving entity, a corporation, limited
partnership or limited liability company organized and existing under the laws
of the United States of America or any State or the District of Columbia, and
such corporation, limited partnership or limited liability company shall have
expressly assumed, by an agreement supplemental hereto, executed and delivered
to the Purchaser, in form reasonably satisfactory to the Purchaser, the
performance of every covenant and obligation of the Seller hereunder and under
the other Transaction Documents; (3) the Seller shall have delivered to the
Purchaser an Officer's Certificate and an Opinion of Counsel each in form
reasonably satisfactory to the Purchaser and stating that such consolidation,
merger, conveyance or transfer complies with this Section 5.01(b) and (4) the
Rating Agency Condition shall be satisfied.

                  (c)      Audits. At any time and from time to time during the
Seller's regular business hours and at the Seller's expense, on reasonable prior
notice and for a purpose reasonably related to this Agreement, the Seller shall,
in response to any reasonable request of the Purchaser, permit the Purchaser, or
its agents or representatives, (i) to examine and make copies of and abstracts



                                       14



from all books, records and documents (including, without limitation, computer
tapes, microfiche and disks) in the possession or under the control of the
Seller relating to the Receivables and the related Contracts and (ii) to visit
the offices and properties of the Seller for the purpose of examining such
materials and to discuss matters relating to the Receivables or the Seller's
performance hereunder with any of the officers or (after consultation with a
Responsible Officer) employees of the Seller having knowledge thereof; provided,
however, that, so long as no Termination Event, Partial Amortization Period or
Cure Period shall have occurred and be continuing, the Purchaser shall use its
best efforts to coordinate the exercise of its rights under this Section 5.01(c)
with the exercise of like rights of the Trustee and the Program Agent, and the
rights of the Purchaser under this Section 5.01(c) shall be at the Seller's
expense only twice in any twelve-month period.

                  (d)      Keeping of Records and Books of Account.  The Seller
will 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, records and other information reasonably necessary or
advisable for the collection of the 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).

                  (e)      Performance and Compliance with Receivables. The
Seller will, at its expense, timely and fully perform and comply with all
provisions, covenants and other promises required to be observed by it
hereunder, except where the failure to so perform or comply would not have a
material adverse effect on the collectibility of the Receivables or the Seller's
ability to perform in all material respects its obligations hereunder.

                  (f)      Location of Records. The Seller will keep its chief
place of business and chief executive office and the office where it keeps the
books, records and documents regarding the Receivables, at the address of the
Seller specified in Section 8.09.

                  (g)      Credit Policy and Procedures Manual.  The Seller will
comply in all material respects with the Credit Policy and Procedures Manual in
regard to the Receivables and the related Contracts.

                  (h)      Collections.  The Seller will instruct all Obligors
to cause all Collections of Receivables to be deposited directly to Dell
Collection Accounts.

                  (i)      Protection of Purchaser's Interest in Receivables.



                                       15



                  (i) The Seller will not create, permit or suffer to exist, and
         will take such actions as are necessary to remove, any Lien, claim or
         right in, to or on the Receivables conveyed hereunder, other than the
         Liens created hereby and by the Pooling and Servicing Agreement, and
         will defend the right, title and interest of the Purchaser and the
         Trustee in and to the Receivables conveyed hereunder against any Liens
         thereon or the claims and demands of all persons whomsoever based on
         breaches of representations and warranties in this Agreement.

                  (ii) The Seller will advise the Purchaser and the Trustee
         promptly, in reasonable detail, (A) of any Lien or claim asserted
         against any of the Receivables, other than the Liens created hereby and
         by the Pooling and Servicing Agreement, (B) of the occurrence of any
         breach by the Seller of any of its representations, warranties and
         covenants contained herein and (C) of the occurrence of any other event
         which in the case of clauses (A) or (B) would have a material adverse
         effect on the value of the Receivables.

                 (iii) The Seller shall execute and file such continuation
         statements and any other documents reasonably requested by the
         Purchaser or which may be required by law to fully preserve and protect
         the interests of the Purchaser hereunder and of the Trustee under the
         Pooling and Servicing Agreement in and to the Receivables conveyed
         hereby.

                  (iv) The Seller will not, without providing 45 days' prior
         written notice to the Purchaser and the Trustee and without filing such
         amendments to any previously filed financing statements as the
         Purchaser or the Trustee may reasonably require, (i) change the
         location of its chief executive office or the location of the office
         where the principal records relating to the Receivables are kept or
         (ii) change its name, identity or business structure in any manner
         which would, could or might make any financing statement or
         continuation statement filed by the Seller in accordance with this
         Agreement 'seriously misleading' with the meaning of Section 9-402(7)
         of any applicable enactment of the UCC.

                   (v) The Seller shall deliver to the Purchaser and the Trustee
         on or before April 30 of each year, beginning with April 30, 1996, an
         Opinion of Counsel to the Seller (who may be counsel employed by the
         Seller or an Affiliate of the Seller), 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,
         re-recording, re-registering and re-filing of financing statements,
         continuation statements or other instructions or documents as is
         necessary to continue the perfection of the interests of the Purchaser
         and the Trustee in and to the Receivables conveyed hereby (to the same
         extent as such interest was perfected on the Transfer Date with



                                       16



         respect to the Receivables then owned by the Purchaser) 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) Separate Legal Existence. The Seller acknowledges that the
Purchaser, the Trustee and the Certificateholders are entering into the
agreements and consummating the transactions contemplated hereby and by the
Pooling and Servicing Agreement in reliance on the identity of the Purchaser as
a separate legal entity, and the rights and interests of such Persons would be
prejudiced if this reliance were undermined. Accordingly, the Seller will take
such steps as are necessary and within its control to maintain the Purchaser's
separate legal existence and identity and to make it apparent to third parties
that the Purchaser is an entity with assets and liabilities distinct from those
of the Seller or any other subsidiary or Affiliate of the Seller. Such steps
will include the following:

                  (i)      The Seller will conduct its business solely in its
         own legal name, and in such a separate manner so as not to
         mislead others with which it is dealing.

                 (ii)      The Seller will maintain its own separate business
         records, will maintain its own office with its own telephone number and
         will observe all legal formalities in formation and management.

                (iii)      All financial statements of the Seller and Dell will
         contain notes clearly indicating that all of the Purchaser's assets are
         owned by the Purchaser, which is a separate legal entity.

                 (iv)      The Seller will maintain arm's-length relationships
         with the Purchaser. Any transaction between the Purchaser and the
         Seller or any of its subsidiaries will, in the reasonable judgement of
         the Seller, be fair and equitable to the Purchaser and on terms which
         are at least as favorable as could be obtained from a Person which is
         not an Affiliate.

                  (v)      The Seller will not agree to be, or hold itself out
         to be, responsible for the debts of the Purchaser or the decisions or
         actions with respect to the daily business and affairs of the
         Purchaser, except that (A) pursuant to any Enhancement Agreement, the
         Seller may indemnify any Enhancement Provider (and related Persons)
         against losses caused by actions or omissions of the Seller and (B) the
         Seller may guarantee the Purchaser's obligations to pay any premiums or
         commitment fees to an Enhancement Provider.

                 (vi)      The Seller will not cause the Purchaser to be named,
         directly or indirectly, as a direct or contingent beneficiary or loss
         payee on any insurance policy with respect to any loss



                                       17



         relating to the property of the Seller or any other subsidiary
         or Affiliate of the Seller.

                  (k) Repurchase Obligation. In the event of any breach of the
representation and warranty set forth in Section 4.01(t), if the Purchaser shall
be obligated to repurchase Reconveyed Receivables pursuant to Section 2.04 of
the Pooling and Servicing Agreement, the Seller shall repurchase from the
Purchaser such Reconveyed Receivables and shall pay to the Purchaser on the
Business Day preceding the day on which such repurchase of Reconveyed
Receivables is to be made an amount equal to the purchase price for the
Reconveyed Receivables paid by the Purchaser pursuant to the Pooling and
Servicing Agreement, such payment, at the option of the Purchaser, to be made
either in cash or through a reduction of the amount due under the Subordinated
Note. The obligation of the Seller to repurchase the Reconveyed Receivables
pursuant to this Section 5.01(k) shall constitute the sole remedy against the
Seller respecting an event of the type specified in the first sentence of this
paragraph available to the Purchaser or the Investor Certificateholders (or the
Trustee on behalf of the Investor Certificateholders) or any other Indemnified
Party. Reconveyed Receivables which are repurchased pursuant to Section 2.04 of
the Pooling and Servicing Agreement, together with any Collections thereon,
shall be promptly removed from the Trust.

                  SECTION 5.02.     Reporting Requirements of the Seller.  The
Seller hereby covenants that, until the termination of the
Effective Period:

                  (a) Termination Events. The Seller shall (i) within one
Business Day after a Responsible Officer of the Seller obtains knowledge of the
occurrence of any Termination Event or 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 Purchaser of such occurrence; and (ii) as soon as
possible and in any event within three Business Days after a Responsible Officer
of the Seller obtains knowledge of the occurrence of any Termination Event or
event which, with the giving of notice or lapse of time or both, would
constitute a Termination Event, deliver to the Purchaser a statement of a
Responsible Officer of the Seller setting forth details of such Termination
Event or such event and the action that the Seller has taken and proposes to
take with respect thereto.

                  (b) Litigation. As soon as possible and in any event within 10
Business Days after a Responsible Officer of the Seller obtains knowledge
thereof, the Seller shall notify the Purchaser of any litigation, investigation
or proceeding which could reasonably be expected to impair in any material
respect the ability of the Seller to perform its obligations under this
Agreement; and

                  (c) Other Information.  The Seller shall promptly deliver to
the Purchaser such other information, documents, records or reports regarding
the Receivables as the Purchaser may from time



                                       18



to time reasonably request in order to protect the Purchaser's interests under
or as contemplated by this Agreement.

                  SECTION 5.03.     Negative Covenants of the Seller.  The
Seller hereby covenants that, until the termination of the
Effective Period, it will not:

                  (a) Sales, Liens, Etc. Except as otherwise contemplated
herein, or pursuant to or as contemplated by the Pooling and Servicing
Agreement, (i) sell, assign (by operation of law or otherwise) or otherwise
dispose of, or create or suffer to exist any Lien upon or with respect to, any
Receivable or upon or with respect to any account in the name of the Trustee for
the benefit of the Certificateholders or upon or with respect to any Dell
Collection Account to which any Collections of any Receivables are sent, or (ii)
assign any right to receive income in respect thereof.

                  (b) Extension or Amendment of Receivables. Except as
consistent with the Credit Policy and Procedures Manual or as otherwise
permitted under the Pooling and Servicing Agreement, (i) extend, amend or
otherwise modify the terms of any Receivable, (ii) amend, modify or waive any
payment term or condition of any invoice related thereto, which extension,
amendment, modification or waiver would impair the collectibility or delay the
payment of any Receivable in a manner inconsistent with the Credit Policy and
Procedures Manual, or (iii) rescind or cancel any Receivable except as ordered
by a court of competent jurisdiction or other Governmental Authority.

                  (c) Change in Business or Credit Policy and Procedures Manual.
Make any change in the character of its business or in the Credit Policy and
Procedures Manual, which change would, in either case, materially impair the
collectibility of the Receivables, except as permitted under the terms of the
Pooling and Servicing Agreement.

                  (d) Change in Dell Collection Account Banks.  Except as
permitted under the Pooling and Servicing Agreement, add or terminate any bank
as a Dell Collection Account Bank from those listed in Schedule I attached to
the Pooling and Servicing Agreement, or make any change in its instructions to
Obligors regarding payments to be made to any Dell Collection Account Bank,
unless the Purchaser and the Trustee shall have received notice of such
addition, termination or change and executed copies of Dell Collection Account
Letters to each new Dell Collection Account Bank.

                  (e) Change in Name, Etc. Make any change to its name or
structure, or use any tradenames, fictitious names, assumed names or 'doing
business as' names, unless, in the case of such name change or use and prior to
the effective date thereof, the Seller delivers to the Purchaser such financing
statements or amendments to financing statements (Form UCC-1 and UCC-3) executed
by the



                                       19



Seller which the Purchaser may request to reflect such name change or use,
together with such other documents and instruments that the Purchaser may
reasonably request in connection therewith.

                  (f) Deposits to Dell Collection Accounts.  Deposit or
otherwise credit, or cause or permit to be so deposited or credited, to any Dell
Collection Account cash or cash proceeds other than Collections of Receivables.

                  (g) No Actions Against Obligors.  Except in accordance with
the Credit Policy and Procedures Manual and the Pooling and Servicing Agreement,
commence or settle any legal action to enforce collection of any Receivable.

                  (h) No Bankruptcy Filing Against the Purchaser or the Trust.
Commence, institute or cause to be commenced or instituted any bankruptcy,
reorganization, arrangement, insolvency or liquidation proceedings, or other
proceedings under any United States federal or state bankruptcy or similar law
against the Purchaser or the Trust.

                  (i) No Claims Against the Receivables.  Claim any credit on,
or make any deduction from, the principal or interest payable in respect of the
Certificates by reason of the payment of any taxes levied or assessed upon any
part of the Receivables.

                  (j) Locations of Subsidiaries.  Permit any of the Originators
to have or maintain its jurisdiction of organization or principal place of
business in any of the States of Colorado, Kansas, New Mexico, Oklahoma, Utah or
Wyoming.

                  (k) Subordinated Note.  Transfer or pledge the Subordinated
Note to any Person.

                  SECTION 5.04. Affirmative Mutual Covenant. The Purchaser and
Seller shall record each Purchase as a purchase and sale, respectively, on its
books and records and reflect each Purchase in its financial statements as a
purchase and sale, respectively.

                  SECTION 5.05. Grant of Security Interest. To secure all
obligations of the Seller arising in connection with this Agreement, and each
other agreement entered into in connection with this Agreement, whether now or
hereafter existing, due or to become due, direct or indirect, or absolute or
contingent, including, without limitation, Indemnified Amounts, payments on
account of Collections received or deemed to be received, fees and any other
amounts due the Purchaser hereunder, the Seller hereby assigns and grants to
Purchaser a first priority security interest in all of the Seller's right, title
and interest now or hereafter existing in, to and under all Receivables and
Collections with regard thereto, and all books, records and computer files
relating thereto.



                                       20



                                   ARTICLE VI

                              EVENTS OF TERMINATION

                  SECTION 6.01.     Termination.  If any of the following
events (each, a 'Termination Event') shall have occurred:

                  (a) any failure by the Seller to make any payment, transfer or
deposit required to be paid, effected or made by it hereunder 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 Seller under or in connection with this
Agreement or in any statement, record, certificate, financial statement or other
document delivered pursuant hereto or in connection herewith 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 Certificateholders and continues
unremedied for 20 days (or, with respect to the representations and warranties
made in Sections 4.01(g) and 4.01(k), 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 Seller by the Purchaser
and (ii) the date on which written notice of such failure, requiring the same to
be remedied, shall have been given to the Seller and the Trustee by
Certificateholders of any outstanding Series evidencing not less than 20% of the
Invested Amount for such Series; or

                  (c) the Seller 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 Certificate- holders and continues unremedied for 20 days
(or with respect to the covenants contained in Sections 5.03(a) and 5.03(d)
shall continue 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 Seller by the Purchaser and (ii) the date on which written notice of such
failure, requiring the same to be remedied, shall have been given to the Seller
and the Trustee by Certificateholders of any outstanding Series evidencing not
less than 20% of the Invested Amount for such Series; or

                  (d) any Receivables transferred hereunder which constitute
more than 1% of the aggregate amount of Eligible Receivables shall for any
reason cease to be the valid and perfected subject of the security interest
created by this Agreement; or any Receivables transferred hereunder which
constitute more than 1% of the aggregate amount of Eligible Receivables shall
cease to be free and clear of any Lien except as provided for herein; or



                                       21



                  (e) an Insolvency Event shall occur with respect to the Seller
or the Purchaser; provided, however, that for purposes of this Section 6.01, 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

                  (f) the Internal Revenue Service shall file notice of a lien
pursuant to Section 6323 of the Internal Revenue Code with regard to any of the
Receivables and such lien shall not have been (x) stayed or released within 30
days or, if stayed, such lien shall not have been released within 60 days; or
(y) the Pension Benefit Guaranty Corporation shall file notice of a lien
pursuant to Section 4068 of ERISA with regard to any of the Receivables and such
filing shall not be stayed or rescinded within 15; or

                  (g) there shall have occurred an Early Amortization Event
under the Pooling and Servicing Agreement;

then, if any of the events set forth in paragraphs (a), (d), (e), (f) or (g)
above shall have occurred, a 'Termination 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 Purchaser may, by notice to the Seller, declare that a
'Termination Event' shall occur as of the date set forth in such notice. Upon
the occurrence of a Termination Event, the Effective Period shall terminate (any
termination of the Effective Period pursuant to this Section 6.01 is herein
referred to as an 'Early Termination'). Upon any Early Termination the Purchaser
shall have, in addition to any rights and remedies under this Agreement, all
other rights and remedies with respect to the Receivables provided after default
under the UCC of the applicable jurisdiction and under other applicable laws,
which rights and remedies shall be cumulative.

                  A Majority in Interest of each outstanding Series may, on
behalf of all Certificateholders, waive any default by the Seller 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 the
Purchaser 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 paragraphs (e), (f) and (g).
No such waiver shall extend to any subsequent or other default or impair any
right consequent thereon except to the extent expressly so waived.



                                       22



                                   ARTICLE VII

                                 INDEMNIFICATION

                  SECTION 7.01. Indemnification. (a) Without limiting any other
rights which the Purchaser may have hereunder or under any applicable law, the
Seller hereby agrees to indemnify the Purchaser and the Trustee and their
respective assignees (which shall not be deemed to include any of the
Certificateholders as such) and their respective partners, officers, directors,
employees and Affiliates (collectively, the 'Indemnified Parties') 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 Seller in connection herewith or in respect of any Receivable (excluding
however (A) Indemnified Amounts resulting from gross negligence or willful
misconduct on the part of the Indemnified Party (other than the Purchaser) 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 Seller for nonpayment of any Receivable by the related Obligor,
(C) any income or franchise 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 in respect of any Receivable and (D) Indemnified
Amounts resulting from the acts or omissions of the Servicer (unless the
Servicer is an 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 Seller (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 deemed
         made or which the Seller shall have failed to perform;

                 (ii) the failure by the Seller to comply with this Agreement or
         any Requirement of Law with respect to any Receivable or the related
         Contract; or the failure of any Receivable or the related Contract to
         conform to this Agreement or any such Requirement of Law;

                (iii) the existence of any dispute, claim, offset or defense
         (other than discharge in bankruptcy of the Obligor) of the Obligor to
         the payment of any Receivable (including, without limitation, a defense
         based on such Receivable or the related Contract not being a legal,
         valid and binding obligation of such Obligor enforceable against it in
         accordance with its terms), or of any other claim resulting from the
         sale of the products or services related to such



                                       23



         Receivable or from the furnishing or failure to furnish such
         products or services;

                  (iv)   the failure to vest in the Purchaser absolute ownership
         of the Receivables free and clear of any Lien;

                  (v)    the failure of the Seller 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 interests created by this Agreement;

                  (vi)   any commingling by the Seller of Collections with other
         funds of the Seller or any Affiliate;

                  (vii)  any investigation, litigation or proceeding related to
         this Agreement or the use of proceeds of Purchases or the ownership of
         or security interest in Receivables or Collections with respect
         thereto, or in respect of any Contract related thereto, 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;

                  (viii) any products liability or other claim arising out of or
         in connection with products or services which are the subject of any
         Contract;

                  (ix)   any reduction in the Outstanding Balance of a
         Receivable (other than a Reconveyed Receivable) by reason of any
         defective, rejected, returned, repossessed or foreclosed merchandise or
         services or any cash discount or other adjustment made by the Seller;

                  (x)    any breach by the Seller of any obligation under any
         Receivable or any Contract;

                  (xi)   any failure of the Seller to perform its duties or
         obligations in accordance with the provisions of this Agreement; or

                 (xii)   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 by the Purchaser.

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

                  (c)    Each Indemnified Party will use its best efforts to
notify the Seller in advance of making any claim under this Section 7.01.



                                       24



                                  ARTICLE VIII

                                  MISCELLANEOUS

                  SECTION 8.01. Further Assurances. (a) The Seller agrees to do
and perform, from time to time, any and all acts and to execute and deliver to
the Purchaser or the Trustee any and all further assignments, agreements, powers
and instruments reasonably required or requested by the Purchaser more fully to
effect the purposes of this Agreement and the sales of the Receivables
hereunder, including, without limitation, the execution of any financing
statements or continuation statements relating to the Receivables for filing
under the provisions of the UCC, or any similar law, of any applicable
jurisdiction. The Seller will mark its computer files in a manner reasonably
calculated to indicate that the Receivables have been sold to the Purchaser.

                  (b) The Purchaser agrees to do such further acts and things
and to execute and deliver to the Seller or the Trustee such additional
assignments, agreements, powers and instruments as are reasonably required by
the Seller to carry into effect the purposes of this Agreement or to better
assure and confirm unto the Seller or the Trustee its rights, powers and
remedies hereunder.

                  SECTION 8.02. Payments. Each payment to be made by either of
the Purchaser or the Seller hereunder shall be made on the required payment
date, or on the next succeeding Business Day if the required payment date is not
a Business Day, in lawful money of the United States and in immediately
available funds at the office of the payee set forth in Section 8.09 below or to
such other office as may be specified by either party in a written notice to the
other party hereto.

                  SECTION 8.03.     Costs, Expenses and Taxes.  (a)  In addition
to the rights of indemnification granted to the Purchaser pursuant to Article
VII hereof, the Seller agrees to pay on demand all costs and expenses of the
Purchaser in connection with the preparation, execution and delivery of all
documents to be delivered subsequent to the Transfer Date pursuant to this
Agreement, including, without limitation, the reasonable fees and out-of-pocket
expenses of counsel for the Purchaser with respect thereto and with respect to
advising the Purchaser as to its rights and remedies under this Agreement, and
the Seller agrees to pay all costs and expenses of the Purchaser, if any
(including reasonable counsel fees and expenses), in connection with the
enforcement of this Agreement and the other documents to be delivered hereunder
excluding, however, any costs of enforcement or collection of any Receivables.

                  (b) In addition, the Seller agrees to pay any and all stamp
and other taxes (other than any income or franchise or similar taxes, or any
interest or penalties with respect thereto) and fees payable or determined to be
payable in connection with the execution, delivery, filing and recording of this
Agreement and



                                       25



any documents to be delivered hereunder, and the Seller agrees to indemnify the
Purchaser against any liabilities with respect to or resulting from any delay in
paying or omission to pay such taxes and fees.

                  SECTION 8.04.     Binding Effect; Assignability.  (a)  This
Agreement shall be binding upon and inure to the benefit of the Seller and the
Purchaser and their respective successors (whether by merger, consolidation or
otherwise) and assigns.  Except as otherwise permitted herein, the Seller agrees
that it will not assign or transfer all or any portion of its rights or
obligations hereunder to any Person (other than Dell or any of its Controlled
Affiliates) without the prior written consent of the Purchaser and a Majority in
Interest of each outstanding Series.  In connection with any sale or assignment
by the Purchaser of all or a portion of the Receivables, the buyer or assignee,
as the case may be, shall, to the extent of its purchase or assignment, have all
rights of the Purchaser under this Agreement(as if such buyer or assignee, as
the case may be, were the Purchaser hereunder) except to the extent specifically
provided in the agreement between the Purchaser and such buyer or assignee.

                  (b) The Seller acknowledges that the Purchaser shall assign to
the Trust, as collateral security for the Purchaser's obligations under the
Pooling and Servicing Agreement, all of the Purchaser's rights, remedies, powers
and privileges hereunder (including, without limitation, the right to give any
notice which the Purchaser may provide to the Seller hereunder), provided that
the Purchaser shall not assign or delegate any of its duties or obligations
hereunder to the Trust.

                  (c) This Agreement shall create and constitute the continuing
obligations of the parties hereto in accordance with its terms, and shall remain
in full force and effect until such time, after the last Termination Date of any
Series; provided, however, that rights and remedies with respect to any breach
of any representation and warranty made by the Seller pursuant to Article IV and
the provisions of Article VII and Sections 5.03(h), 8.03 and 8.13 shall be
continuing and shall survive any termination of this Agreement.

                  SECTION 8.05.     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 PURCHASER IN THE RECEIVABLES 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



                                       26



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 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 or any other
relationship existing in connection with this Agreement or 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 8.06.     No Waiver; Cumulative Remedies.  No failure
to exercise and no delay in exercising, on the part of the Purchaser, 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
hereunder 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 8.07.     Amendment. (a) This Agreement may be amended
from time to time by the Seller and the Purchaser 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 which are not inconsistent with the
provisions of this Agreement; 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



                                       27



any Investor Certificateholders.  Notice of any amendment entered into pursuant
to this clause (a) shall be given to the Rating Agencies.

                  (b) This Agreement may be amended from time to time by the
Seller and the Purchaser, 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. The Trustee may request an Officer's Certificate and
Opinion of Counsel with respect to an amendment entered into pursuant to this
clause (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 Seller or the Purchaser), addressed
and delivered to the Trustee, adversely affect the interests of any Investor
Certificateholder of such Series.

                  SECTION 8.08. Severability. If any provision hereof is deemed
void or unenforceable in any jurisdiction, such voiding or unenforceability
shall not affect the validity or enforceability of such provision in any other
jurisdiction or any other provision hereof in such or any other jurisdiction.

                  SECTION 8.09. Notices. 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.



                                       28



                  (a)      If to the Seller,

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

                  (b)      If to the Purchaser,

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

                  SECTION 8.10. Counterparts. This Agreement may be executed in
any number of counterparts and by the different parties hereto in separate
counterparts, each of which when so executed shall be deemed to be an original,
and all of which taken together shall constitute one and the same agreement.

                  SECTION 8.11. Construction of Agreement as Security Agreement.
It is the intent of the parties that the transactions contemplated herein
constitute sales of the Receivables to the Purchaser. If, however, such
transactions are deemed to be loans, (a) the Seller hereby grants to the
Purchaser a first priority security interest in all of the Seller's right, title
and interest in and to the Receivables now existing and hereafter created, all
monies due or to become due and all amounts and other proceeds received with
respect thereto, to secure all of the Seller's obligations hereunder, and (b)
this Agreement shall constitute a security agreement under applicable law.

                  SECTION 8.12. Termination. This Agreement will terminate on
the last Termination Date specified in any Series Supplement; provided, however,
that the representations, warranties and remedies offered by or made available
against the Seller, the indemnities of the Seller to the Indemnified Parties set
forth in this Agreement shall survive such termination, and provided, further,
that the Purchaser shall remain entitled to receive any collections on
Receivables sold hereunder which have become Defaulted Receivables after it
shall have completed its collection efforts in respect thereof.

                  SECTION 8.13.     Third-Party Beneficiary.  The Indemnified
Parties are third-party beneficiaries of all provisions of this
Agreement and are entitled to enforce the provisions of Section
7.01 of this Agreement to the extent any Indemnified Amounts are
due such parties.



                                       29



                  SECTION 8.14. The Seller's Obligations. It is expressly agreed
that, anything contained in this Agreement to the contrary notwithstanding, the
Seller shall be obligated to perform all of its obligations under the
Receivables to the same extent as if the Purchaser had no interest therein and
the Purchaser shall have no obligations or liability under Receivables to any
Obligor thereunder by reason of or arising out of this Agreement, nor shall the
Purchaser be required or obligated in any manner to perform or fulfill any of
the obligations of the Seller under or pursuant to any Receivable.



                                       30



                  IN WITNESS WHEREOF, the parties hereto have caused this
Receivables Purchase Agreement to be duly executed by their respective officers
thereunto duly authorized as of the day and year first above written.

                                             DELL DIRECT SALES L.P.,
                                                as Seller
                                                by DELL GEN. P. CORP.,
                                                as its general partner

                                             By: /s/ Thomas J. Meredith
                                                 ------------------------------
                                                 Name:  Thomas J. Meredith
                                                 Title: Chief Financial Officer

                                             DELL RECEIVABLES L.P.,
                                               as Purchaser
                                               by DELL RECEIVABLES GEN. P. CORP,
                                               as its general partner

                                             By: /s/ Thomas J. Meredith
                                                 ----------------------
                                                 Name:  Thomas J. Meredith
                                                 Title: President



   
    
   
                                   EXHIBITS
    
                                      
   
           The following Exhibit has been omitted from this filing:
    
                                      
   
                        Exhibit A -- Subordinated Note
    

   
The registrant hereby undertakes to furnish supplementally a copy of such
Exhibit to the Commission upon request. The executed version of this Exhibit
appears as Exhibit 10.21 to this Report.